UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On February 7, 2023, Oaktree Specialty Lending Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended December 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1.
On February 7, 2023, the Company will host a conference call to discuss its financial results for the fiscal quarter ended December 31, 2022. In connection therewith, the Company provided an investor presentation on its website at http://www.oaktreespecialtylending.com. A copy of the investor presentation is attached hereto as Exhibit 99.2.
The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press release of Oaktree Specialty Lending Corporation dated February 7, 2023 | |
| 99.2 | Oaktree Specialty Lending Corporation First Quarter 2023 Earnings Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OAKTREE SPECIALTY LENDING CORPORATION | ||||||
| Date: February 7, 2023 | By: | /s/ Christopher McKown | ||||
| Name: Christopher McKown Title: Chief Financial Officer and Treasurer | ||||||
Exhibit 99.1
Oaktree Specialty Lending Corporation Announces First Fiscal Quarter 2023 Financial Results and Declares Increased Distribution of $0.55 Per Share
LOS ANGELES, CA, February 7, 2023 - Oaktree Specialty Lending Corporation (NASDAQ: OCSL) (“Oaktree Specialty Lending” or the “Company”), a specialty finance company, today announced its financial results for the fiscal quarter ended December 31, 2022.
Financial Highlights for the Quarter Ended December 31, 20221
| • | Total investment income was $79.2 million ($1.30 per share) for the first fiscal quarter of 2023, as compared with $70.1 million ($1.15 per share) for the fourth fiscal quarter of 2022. Adjusted total investment income was $77.4 million ($1.27 per share) for the first fiscal quarter of 2023, as compared with $68.0 million ($1.11 per share) for the fourth fiscal quarter of 2022. The increase was primarily driven by higher interest income from the impact of rising base rates, wider spreads on new originations and a larger investment portfolio. |
| • | GAAP net investment income was $38.8 million ($0.63 per share) for the first fiscal quarter of 2023, as compared with $35.9 million ($0.59 per share) for the fourth fiscal quarter of 2022. The increase was primarily driven by higher total investment income, partially offset by higher interest expense. |
| • | Adjusted net investment income was $37.1 million ($0.61 per share) for the first fiscal quarter of 2023, as compared with $33.7 million ($0.55 per share) for the fourth fiscal quarter of 2022. The increase primarily reflected higher adjusted total investment income, partially offset by higher interest expense. |
| • | Net asset value (“NAV”) per share was $19.63 as of December 31, 2022, as compared with $20.38 as of September 30, 2022. The decrease was primarily the result of the $0.42 per share special distribution paid by the Company during the quarter and unrealized depreciation related to credit spread widening on debt investments. |
| • | Originated $250.3 million of new investment commitments and received $104.4 million of proceeds from prepayments, exits, other paydowns and sales during the quarter ended December 31, 2022. The weighted average yield on new debt investments was 13.1%. |
| • | No investments were on non-accrual status as of December 31, 2022. |
| • | Total debt outstanding was $1,510.0 million as of December 31, 2022. The total debt to equity ratio was 1.26x, and the net debt to equity ratio was 1.24x, after adjusting for cash and cash equivalents. |
| • | Liquidity as of December 31, 2022 was composed of $17.4 million of unrestricted cash and cash equivalents and $340.0 million of undrawn capacity under the Company’s credit facilities (subject to borrowing base and other limitations). Unfunded investment commitments were $198.9 million, or $171.8 million excluding unfunded commitments to the Company’s joint ventures. Of the $171.8 million, approximately $129.8 million can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies. |
| • | A quarterly cash distribution was declared of $0.55 per share, up 2% from $0.54 per share in the prior quarter and the eleventh consecutive quarterly distribution increase. The distribution is payable in cash on March 31, 2023 to stockholders of record on March 15, 2023. |
Armen Panossian, Chief Executive Officer and Chief Investment Officer, said, “We produced excellent results to start the fiscal year, with adjusted net investment income of $0.61 per share, up 10% from the prior quarter, supported by robust origination activity, which drove our annualized return on equity to just under 12%. Drawing upon the breadth of the Oaktree platform, we identified attractive investments across a mix of both sponsor and non-sponsor deals at a weighted average yield of 13%. Still, we remain highly selective, prudently focusing on deals that are appropriately risk-adjusted. Our continued solid credit quality reflects this, and we believe our portfolio is defensively positioned for the current market environment.”
| 1 | As discussed below, the Company completed a 1-for-3 reverse stock split on January 20, 2023, effective as of the commencement of trading on January 23, 2023. All share amounts and per share information included in this press release reflect the reverse stock split on a retroactive basis. |
1
Mr. Panossian continued, “Subsequent to the end of the quarter, we closed our previously announced merger with Oaktree Strategic Income II, Inc. Following closing, we now have more than $3.3 billion of assets and significantly more scale and financial flexibility to leverage as we pursue compelling new investments in the year ahead. Altogether, we believe we are in excellent financial shape in the new year and well-positioned to continue delivering attractive returns to our shareholders.”
Distribution Declaration
The Board of Directors declared a quarterly distribution of $0.55 per share, an increase of 2%, or $0.01 per share, from the prior quarter and the eleventh consecutive quarterly distribution increase. The distribution is payable in cash on March 31, 2023 to stockholders of record on March 15, 2023.
Distributions are paid primarily from distributable (taxable) income. To the extent taxable earnings for a fiscal taxable year fall below the total amount of distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to the Company’s stockholders.
2
Results of Operations
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| ($ in thousands, except per share data) | December 31, 2022 (unaudited) |
September 30, 2022 (unaudited) |
December 31, 2021 (unaudited) | |||||||||
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| GAAP operating results: |
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| Interest income |
$ | 69,978 | $ | 61,719 | $ | 55,450 | ||||||
| PIK interest income |
6,130 | 6,011 | 4,663 | |||||||||
| Fee income |
2,021 | 1,539 | 912 | |||||||||
| Dividend income |
1,050 | 875 | 3,916 | |||||||||
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| Total investment income |
79,179 | 70,144 | 64,941 | |||||||||
| Net expenses |
40,293 | 34,286 | 29,338 | |||||||||
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| Net investment income before taxes |
38,886 | 35,858 | 35,603 | |||||||||
| (Provision) benefit for taxes on net investment income |
— | — | (3,308 | ) | ||||||||
| Excise tax |
(78 | ) | — | — | ||||||||
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| Net investment income |
38,808 | 35,858 | 32,295 | |||||||||
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| Net realized and unrealized gains (losses), net of taxes |
(25,636 | ) | (22,650 | ) | 7,113 | |||||||
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| Net increase (decrease) in net assets resulting from operations |
$ | 13,172 | $ | 13,208 | $ | 39,408 | ||||||
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| Total investment income per common share |
$ | 1.30 | $ | 1.15 | $ | 1.08 | ||||||
| Net investment income per common share |
$ | 0.63 | $ | 0.59 | $ | 0.54 | ||||||
| Net realized and unrealized gains (losses), net of taxes per common share |
$ | (0.42 | ) | $ | (0.37 | ) | $ | 0.12 | ||||
| Earnings (loss) per common share — basic and diluted |
$ | 0.22 | $ | 0.22 | $ | 0.66 | ||||||
| Non-GAAP Financial Measures1: |
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| Adjusted total investment income |
$ | 77,433 | $ | 67,971 | $ | 62,093 | ||||||
| Adjusted net investment income |
$ | 37,062 | $ | 33,685 | $ | 31,198 | ||||||
| Adjusted net realized and unrealized gains (losses), net of taxes |
$ | (23,890 | ) | $ | (20,477 | ) | $ | 9,959 | ||||
| Adjusted earnings (loss) |
$ | 13,172 | $ | 13,208 | $ | 39,406 | ||||||
| Adjusted total investment income per share |
$ | 1.27 | $ | 1.11 | $ | 1.03 | ||||||
| Adjusted net investment income per share |
$ | 0.61 | $ | 0.55 | $ | 0.52 | ||||||
| Adjusted net realized and unrealized gains (losses), net of taxes per share |
$ | (0.39 | ) | $ | (0.34 | ) | $ | 0.17 | ||||
| Adjusted earnings (loss) per share |
$ | 0.22 | $ | 0.22 | $ | 0.66 | ||||||
1 See Non-GAAP Financial Measures below for a description of the non-GAAP measures and the reconciliations from the most comparable GAAP financial measures to the Company’s non-GAAP measures, including on a per share basis. The Company’s management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Company’s performance without giving effect to non-cash income/gain resulting from the merger of Oaktree Strategic Income Corporation with and into the Company (the “OCSI Merger”) and in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.
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| As of | ||||||||||||
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| ($ in thousands, except per share data and ratios) | December 31, 2022 (unaudited) |
September 30, 2022 | December 31, 2021 (unaudited) | |||||||||
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| Select balance sheet and other data: |
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| Cash and cash equivalents |
$ | 17,382 | $ | 23,528 | $ | 43,765 | ||||||
| Investment portfolio at fair value |
2,642,870 | 2,494,111 | 2,588,623 | |||||||||
| Total debt outstanding (net of unamortized financing costs) |
1,463,624 | 1,301,043 | 1,285,461 | |||||||||
| Net assets |
1,201,989 | 1,245,563 | 1,325,061 | |||||||||
| Net asset value per share |
19.63 | 20.38 | 7.34 | |||||||||
| Total debt to equity ratio |
1.26x | 1.08x | 0.98x | |||||||||
| Net debt to equity ratio |
1.24x | 1.06x | 0.95x | |||||||||
Adjusted total investment income for the quarter ended December 31, 2022 was $77.4 million and included $68.2 million of interest income from portfolio investments, $6.1 million of payment-in-kind (“PIK”) interest income, $2.0 million of fee income and $1.1 million of dividend income. The increase of $9.5 million from the quarter ended September 30, 2022 was primarily driven by $8.8 million of higher interest income primarily driven by the impact of rising interest rates on the Company’s floating rate investments, wider spreads on new originations and a larger investment portfolio, $0.5 million of higher fee income from exit fees received on repayments and $0.2 million of higher dividend income from the Company’s investment in SLF JV I LLC (“SLF JV I”).
Net expenses for the quarter ended December 31, 2022 totaled $40.3 million, up $6.0 million from the quarter ended September 30, 2022. The increase primarily reflected a $5.0 million of higher interest expense as a result of the impact of rising interest rates on the Company’s floating rate liabilities, $0.7 million of higher part I incentive fees as a result of higher adjusted total investment income and $0.2 million of higher management fees as a result of a larger investment portfolio.
3
Adjusted net investment income was $37.1 million ($0.61 per share) for the quarter ended December 31, 2022, up from $33.7 million ($0.55 per share) for the quarter ended September 30, 2022. The increase of $3.4 million primarily reflected $9.5 million of higher adjusted total investment income, partially offset by $6.0 million of higher net expenses.
Adjusted net realized and unrealized losses, net of taxes, were $23.9 million for the quarter ended December 31, 2022, primarily reflecting credit spread widening on debt investments.
Portfolio and Investment Activity
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| ($ in thousands) | December 31, 2022 (unaudited) |
September 30, 2022 (unaudited) |
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| Investments at fair value |
$ | 2,642,870 | $ | 2,494,111 | $ | 2,588,623 | ||||||
| Number of portfolio companies |
156 | 149 | 140 | |||||||||
| Average portfolio company debt size |
$ | 16,500 | $ | 16,500 | $ | 18,500 | ||||||
| Asset class: |
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| Senior secured debt |
86.3 | % | 86.9 | % | 87.4 | % | ||||||
| Unsecured debt |
2.4 | % | 2.3 | % | 1.0 | % | ||||||
| Equity |
4.3 | % | 4.2 | % | 4.2 | % | ||||||
| JV interests |
7.0 | % | 6.7 | % | 7.4 | % | ||||||
| Non-accrual debt investments: |
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| Non-accrual investments at fair value |
$ | — | $ | — | $ | — | ||||||
| Non-accrual investments as a percentage of debt investments |
— | % | — | % | — | % | ||||||
| Number of investments on non-accrual |
— | — | — | |||||||||
| Interest rate type: |
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| Percentage floating-rate |
87.3 | % | 86.5 | % | 91.6 | % | ||||||
| Percentage fixed-rate |
12.7 | % | 13.5 | % | 8.4 | % | ||||||
| Yields: |
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| Weighted average yield on debt investments1 |
11.6 | % | 10.6 | % | 8.7 | % | ||||||
| Cash component of weighted average yield on debt investments |
10.3 | % | 9.3 | % | 7.5 | % | ||||||
| Weighted average yield on total portfolio investments2 |
11.2 | % | 10.2 | % | 8.3 | % | ||||||
| Investment activity: |
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| New investment commitments |
$ | 250,300 | $ | 97,000 | $ | 299,900 | ||||||
| New funded investment activity3 |
$ | 274,400 | $ | 84,500 | $ | 240,800 | ||||||
| Proceeds from prepayments, exits, other paydowns and sales |
$ | 104,400 | $ | 146,100 | $ | 235,000 | ||||||
| Net new investments4 |
$ | 170,000 | $ | (61,600 | ) | $ | 5,800 | |||||
| Number of new investment commitments in new portfolio companies |
18 | 6 | 12 | |||||||||
| Number of new investment commitments in existing portfolio companies |
7 | 5 | 9 | |||||||||
| Number of portfolio company exits |
11 | 8 | 10 | |||||||||
| 1 | Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments, including the Company’s share of the return on debt investments in SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see Non-GAAP Financial Measures below) for the assets acquired in connection with the OCSI Merger. |
| 2 | Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments and dividend income, including the Company’s share of the return on debt investments in SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired in connection with the OCSI Merger. |
3 New funded investment activity includes drawdowns on existing revolver and delayed draw term loan commitments.
4 Net new investments consists of new funded investment activity less proceeds from prepayments, exits, other paydowns and sales.
As of December 31, 2022, the fair value of the investment portfolio was $2.6 billion and was composed of investments in 156 companies. These included debt investments in 142 companies, equity investments in 42 companies, and the Company’s joint venture investments in SLF JV I and OCSI Glick JV LLC (“Glick JV”). 30 of the equity investments were in companies in which the Company also had a debt investment.
4
As of December 31, 2022, 94.8% of the Company’s portfolio at fair value consisted of debt investments, including 71.9% of first lien loans, 14.4% of second lien loans and 8.5% of unsecured debt investments, including the debt investments in SLF JV I and Glick JV. This compared to 71.2% of first lien loans, 15.7% of second lien loans and 8.1% of unsecured debt investments, including the debt investments in SLF JV I and Glick JV, as of September 30, 2022.
As of December 31, 2022, there were no investments on non-accrual status.
The Company’s investments in SLF JV I totaled $136.8 million at fair value as of December 31, 2022, up 17% from $117.0 million as of September 30, 2022. The increase was primarily driven by $21.9 million of additional contributions by the Company to SLF JV I as well as undistributed net investment income, partially offset by SLF JV I’s use of leverage and unrealized price declines in the underlying investment portfolio resulting from broader market volatility.
As of December 31, 2022, SLF JV I had $409.4 million in assets, including senior secured loans to 59 portfolio companies. This compared to $385.2 million in assets, including senior secured loans to 60 portfolio companies, as of September 30, 2022. As of December 31, 2022, there were no investments held by SLF JV I on non-accrual status. SLF JV I generated cash interest income of $2.6 million for the Company during the quarter ended December 31, 2022, up from $2.2 million in the prior quarter. In addition, SLF JV I generated dividend income of $1.1 million for the Company during the quarter ended December 31, 2022, up from $0.9 million in the prior quarter. As of December 31, 2022, SLF JV I had $34.0 million of undrawn capacity (subject to borrowing base and other limitations) on its $260 million senior revolving credit facility, and its debt to equity ratio was 1.4x.
The Company’s investments in Glick JV totaled $49.5 million at fair value as of December 31, 2022, down 1% from $50.3 million as of September 30, 2022. The decline was primarily driven by Glick JV’s use of leverage and unrealized price declines in the underlying investment portfolio resulting from broader market volatility.
As of December 31, 2022, Glick JV had $137.5 million in assets, including senior secured loans to 40 portfolio companies. This compared to $146.8 million in assets, including senior secured loans to 43 portfolio companies, as of September 30, 2022. As of December 31, 2022, there were no investments held by Glick JV on non-accrual status. Glick JV generated cash interest income of $1.2 million during the quarter ended December 31, 2022, up from $1.0 million in the prior quarter. As of December 31, 2022, Glick JV had $13.9 million of undrawn capacity (subject to borrowing base and other limitations) on its $90 million senior revolving credit facility, and its debt to equity ratio was 1.3x.
Liquidity and Capital Resources
As of December 31, 2022, the Company had total principal value of debt outstanding of $1,510.0 million, including $860.0 million of outstanding borrowings under its revolving credit facilities, $300.0 million of the 3.500% Notes due 2025 and $350.0 million of the 2.700% Notes due 2027. The funding mix was composed of 57% secured and 43% unsecured borrowings as of December 31, 2022. The Company was in compliance with all financial covenants under its credit facilities as of December 31, 2022.
As of December 31, 2022, the Company had $17.4 million of unrestricted cash and cash equivalents and $340.0 million of undrawn capacity on its credit facilities (subject to borrowing base and other limitations). As of December 31, 2022, unfunded investment commitments were $198.9 million, or $171.8 million excluding unfunded commitments to the Company’s joint ventures. Of the $171.8 million, approximately $129.8 million could be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies. The Company has analyzed cash and cash equivalents, availability under its credit facilities, the ability to rotate out of certain assets and amounts of unfunded commitments that could be drawn and believes its liquidity and capital resources are sufficient to take advantage of market opportunities in the current economic climate.
As of December 31, 2022, the weighted average interest rate on debt outstanding, including the effect of the interest rate swap agreement, was 5.6%, up from 4.4% as of September 30, 2022, primarily driven by the impact of rising interest rates on the Company’s floating rate liabilities.
The Company’s total debt to equity ratio was 1.26x and 1.08x as of December 31, 2022 and September 30, 2022, respectively. The Company’s net debt to equity ratio was 1.24x and 1.06x as of December 31, 2022 and September 30, 2022, respectively.
5
Recent Developments
Reverse Stock Split
On January 20, 2023, the Company amended its restated certificate of incorporation, as amended and corrected, to effect a 1-for-3 reverse stock split effective as of the commencement of trading on January 23, 2023. Following completion of the reverse stock split, the Company had 61,219,605 shares of common stock outstanding.
OSI2 Merger
On January 23, 2023, the Company completed the previously announced acquisition of Oaktree Strategic Income II, Inc. (the “OSI2 Merger”). At the effective time of the OSI2 Merger, each outstanding share of OSI2 common stock was converted into the right to receive 0.9115 shares of the Company’s common stock (with OSI2’s stockholders receiving cash in lieu of fractional shares of the Company’s common stock). As a result of the OSI2 Merger, the Company issued an aggregate of 15,860,200 shares of its common stock to former OSI2 stockholders. Following completion of the OSI2 Merger, the Company had 77,079,805 shares of common stock outstanding.
OSI2 Citibank Facility
On January 23, 2023, as a result of the consummation of the OSI2 Merger, the Company became party to the senior secured revolving credit facility of OSI 2 Senior Lending SPV, LLC (“OSI 2 SPV”), the Company’s wholly-owned and consolidated subsidiary, with Citibank, N.A., as lender and administrative agent, and Deutsche Bank Trust Company Americas, as collateral agent, which provides for borrowings of up to $250 million. The credit facility has a reinvestment period through May 26, 2023, during which advances may be made, and matures on January 26, 2025.
6
Non-GAAP Financial Measures
On a supplemental basis, the Company is disclosing certain adjusted financial measures, each of which is calculated and presented on a basis of methodology other than in accordance with GAAP (“non-GAAP”). The Company’s management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Company’s performance without giving effect to non-cash income/gain resulting from the OCSI Merger and in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of the below non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.
| • | “Adjusted Total Investment Income” and “Adjusted Total Investment Income Per Share” – represents total investment income excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger. |
| • | “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” – represents net investment income, excluding (i) any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and (ii) capital gains incentive fees (“Part II incentive fees”). |
| • | “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes” and “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share” – represents net realized and unrealized gains (losses) net of taxes excluding any net realized and unrealized gains (losses) resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger. |
| • | “Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” – represents the sum of (i) Adjusted Net Investment Income and (ii) Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes and includes the impact of Part II incentive fees1, if any. |
On March 19, 2021, the Company completed the OCSI Merger. The OCSI Merger was accounted for as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues (“ASC 805”). The consideration paid to stockholders of Oaktree Strategic Income Corporation (“OCSI”) was allocated to the individual assets acquired and liabilities assumed based on the relative fair values of the net identifiable assets acquired other than “non-qualifying” assets, which established a new cost basis for the acquired OCSI investments under ASC 805 that, in aggregate, was significantly lower than the historical cost basis of the acquired OCSI investments prior to the OCSI Merger. Additionally, immediately following the completion of the OCSI Merger, the acquired OCSI investments were marked to their respective fair values under ASC 820, Fair Value Measurements, which resulted in unrealized appreciation. The new cost basis established by ASC 805 on debt investments acquired will accrete over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation on such investment acquired through its ultimate disposition. The new cost basis established by ASC 805 on equity investments acquired will not accrete over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.
The Company’s management uses the non-GAAP financial measures described above internally to analyze and evaluate financial results and performance and to compare its financial results with those of other business development companies that have not adjusted the cost basis of certain investments pursuant to ASC 805. The Company’s management believes “Adjusted Total Investment Income”, “Adjusted Total Investment Income Per Share”, “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” are useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to the accretion income resulting from the new cost basis of the OCSI investments acquired in the OCSI Merger because these amounts do not impact the fees payable to Oaktree Fund Advisors, LLC (the “Adviser”) under its amended and restated advisory agreement (the “A&R Advisory Agreement”), and specifically as its relates to “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share”, without giving effect to Part II incentive fees. In addition, the Company’s management believes that “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes”, “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share”, “Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” are useful to investors as they exclude the non-cash income/gain resulting from the OCSI Merger and are used by management to evaluate the economic earnings of its investment portfolio. Moreover, these metrics align the Company’s key financial measures with the calculation of incentive
1 Adjusted earnings (loss) includes accrued Part II incentive fees. As of and for the three months ended December 31, 2022, there was no accrued Part II incentive fee liability. Part II incentive fees are contractually calculated and paid at the end of the fiscal year in accordance with the A&R Advisory Agreement, which differs from Part II incentive fees accrued under GAAP. For the three months ended December 31, 2022, no amounts were payable under the A&R Advisory Agreement.
7
fees payable to the Adviser under with the A&R Advisory Agreement (i.e., excluding amounts resulting solely from the lower cost basis of the acquired OCSI investments established by ASC 805 that would have been to the benefit of the Adviser absent such exclusion).
The following table provides a reconciliation of total investment income (the most comparable U.S. GAAP measure) to adjusted total investment income for the periods presented:
| For the three months ended | ||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| |
December 31, 2022 (unaudited) |
|
|
September 30, 2022 (unaudited) |
|
|
December 31, 2021 (unaudited) |
| ||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| ($ in thousands, except per share data) |
Amount | Per Share | Amount | Per Share | Amount | Per Share | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| GAAP total investment income |
$ | 79,179 | $ | 1.30 | $ | 70,144 | $ | 1.15 | $ | 64,941 | $ | 1.08 | ||||||||||||
| Less: Interest income accretion related to merger accounting adjustments |
(1,746 | ) | (0.03 | ) | (2,173 | ) | (0.04 | ) | (2,848 | ) | (0.05 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Adjusted total investment income |
$ | 77,433 | $ | 1.27 | $ | 67,971 | $ | 1.11 | $ | 62,093 | $ | 1.03 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The following table provides a reconciliation of net investment income (the most comparable U.S. GAAP measure) to adjusted net investment income for the periods presented:
| For the three months ended | ||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| |
December 31, 2022 (unaudited) |
|
|
September 30, 2022 (unaudited) |
|
|
December 31, 2021 (unaudited) |
| ||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| ($ in thousands, except per share data) |
Amount | Per Share | Amount | Per Share | Amount | Per Share | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| GAAP net investment income |
$ | 38,808 | $ | 0.63 | $ | 35,858 | $ | 0.59 | $ | 32,295 | $ | 0.54 | ||||||||||||
| Less: Interest income accretion related to merger accounting adjustments |
(1,746 | ) | (0.03 | ) | (2,173 | ) | (0.04 | ) | (2,848 | ) | (0.05 | ) | ||||||||||||
| Add: Part II incentive fee |
— | — | — | — | 1,751 | 0.03 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Adjusted net investment income |
$ | 37,062 | $ | 0.61 | $ | 33,685 | $ | 0.55 | 31,198 | $ | 0.52 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The following table provides a reconciliation of net realized and unrealized gains (losses), net of taxes (the most comparable U.S. GAAP measure) to adjusted net realized and unrealized gains (losses), net of taxes for the periods presented:
| For the three months ended | ||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| |
December 31, 2022 (unaudited) |
|
|
September 30, 2022 (unaudited) |
|
|
December 31, 2021 (unaudited) |
| ||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| ($ in thousands, except per share data) |
Amount | Per Share | Amount | Per Share | Amount | Per Share | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| GAAP net realized and unrealized gains (losses), net of taxes |
$ | (25,636 | ) | $ | (0.42 | ) | $ | (22,650 | ) | $ | (0.37 | ) | $ | 7,113 | $ | 0.12 | ||||||||
| Less: Net realized and unrealized losses (gains) related to merger accounting adjustments |
1,746 | 0.03 | 2,173 | 0.04 | 2,846 | 0.05 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Adjusted net realized and unrealized gains (losses), net of taxes |
$ | (23,890 | ) | $ | (0.39 | ) | $ | (20,477 | ) | $ | (0.34 | ) | $ | 9,959 | $ | 0.17 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The following table provides a reconciliation of net increase (decrease) in net assets resulting from operations (the most comparable U.S. GAAP measure) to adjusted earnings (loss) for the periods presented:
| For the three months ended | ||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| |
December 31, 2022 (unaudited) |
|
|
September 30, 2022 (unaudited) |
|
|
December 31, 2021 (unaudited) |
| ||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||
| ($ in thousands, except per share data) |
Amount | Per Share | Amount | Per Share | Amount | Per Share | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net increase (decrease) in net assets resulting from operations |
$ | 13,172 | $ | 0.22 | $ | 13,208 | $ | 0.22 | $ | 39,408 | $ | 0.66 | ||||||||||||
| Less: Interest income accretion related to merger accounting adjustments |
(1,746 | ) | (0.03 | ) | (2,173 | ) | (0.04 | ) | (2,848 | ) | (0.05 | ) | ||||||||||||
| Less: Net realized and unrealized losses (gains) related to merger accounting adjustments |
1,746 | 0.03 | 2,173 | 0.04 | 2,846 | 0.05 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Adjusted earnings (loss) |
$ | 13,172 | $ | 0.22 | $ | 13,208 | $ | 0.22 | $ | 39,406 | $ | 0.66 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
8
Conference Call Information
Oaktree Specialty Lending will host a conference call to discuss its first fiscal quarter 2023 results at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time on February 7, 2023. The conference call may be accessed by dialing (877) 507-3275 (U.S. callers) or +1 (412) 317-5238 (non-U.S. callers). All callers will need to reference “Oaktree Specialty Lending” once connected with the operator. Alternatively, a live webcast of the conference call can be accessed through the Investors section of Oaktree Specialty Lending’s website, www.oaktreespecialtylending.com. During the conference call, the Company intends to refer to an investor presentation that will be available on the Investors section of its website.
For those individuals unable to listen to the live broadcast of the conference call, a replay will be available on Oaktree Specialty Lending’s website, or by dialing (877) 344-7529 (U.S. callers) or +1 (412) 317-0088 (non-U.S. callers), access code 6846351, beginning approximately one hour after the broadcast.
About Oaktree Specialty Lending Corporation
Oaktree Specialty Lending Corporation (NASDAQ:OCSL) is a specialty finance company dedicated to providing customized one-stop credit solutions to companies with limited access to public or syndicated capital markets. The Company’s investment objective is to generate current income and capital appreciation by providing companies with flexible and innovative financing solutions including first and second lien loans, unsecured and mezzanine loans, and preferred equity. The Company is regulated as a business development company under the Investment Company Act of 1940, as amended, and is externally managed by Oaktree Fund Advisors, LLC, an affiliate of Oaktree Capital Management, L.P. For additional information, please visit Oaktree Specialty Lending’s website at www.oaktreespecialtylending.com.
Forward-Looking Statements
Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to: future operating results of the Company and distribution projections; business prospects of the Company and the prospects of its portfolio companies; and the impact of the investments that the Company expects to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) changes in the economy, financial markets and political environment, including the impacts of inflation and rising interest rates; (ii) risks associated with possible disruption in the operations of the Company or the economy generally due to terrorism, war or other geopolitical conflict (including the current conflict between Russia and Ukraine), natural disasters or pandemics; (iii) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (iv) conditions in the Company’s operating areas, particularly with respect to business development companies or regulated investment companies; and (v) other considerations that may be disclosed from time to time in the Company’s publicly disseminated documents and filings. The Company has based the forward-looking statements included in this press release on information available to it on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. The Company undertakes 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 it may make directly to you or through reports that the Company in the future may file with the Securities and Exchange Commission, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
9
Contacts
Investor Relations:
Oaktree Specialty Lending Corporation
Michael Mosticchio
(212) 284-1900
ocsl-ir@oaktreecapital.com
Media Relations:
Financial Profiles, Inc.
Moira Conlon
(310) 478-2700
mediainquiries@oaktreecapital.com
10
Oaktree Specialty Lending Corporation
Consolidated Statements of Assets and Liabilities
(in thousands, except per share amounts)
| |
December 31, 2022 (unaudited) |
|
September 30, 2022 | |||||
| ASSETS |
||||||||
| Investments at fair value: |
||||||||
| Control investments (cost December 31, 2022: $281,911; cost September 30, 2022: $260,305) |
$ | 232,462 | $ | 214,165 | ||||
| Affiliate investments (cost December 31, 2022: $24,327; cost September 30, 2022: $27,353) |
23,173 | 26,196 | ||||||
|
Non-control/Non-affiliate investments (cost December 31, 2022: $2,471,776; cost September 30, 2022: $2,330,096) |
2,387,235 | 2,253,750 | ||||||
|
|
|
|
|
|
| |||
| Total investments at fair value (cost December 31, 2022: $2,778,014; cost September 30, 2022: $2,617,754) |
2,642,870 | 2,494,111 | ||||||
| Cash and cash equivalents |
17,382 | 23,528 | ||||||
| Restricted cash |
1,863 | 2,836 | ||||||
| Interest, dividends and fees receivable |
37,802 | 35,598 | ||||||
| Due from portfolio companies |
6,181 | 22,495 | ||||||
| Receivables from unsettled transactions |
8,657 | 4,692 | ||||||
| Due from broker |
39,760 | 45,530 | ||||||
| Deferred financing costs |
6,781 | 7,350 | ||||||
| Deferred offering costs |
32 | 32 | ||||||
| Deferred tax asset, net |
1,722 | 1,687 | ||||||
| Derivative assets at fair value |
— | 6,789 | ||||||
| Other assets |
4,210 | 1,665 | ||||||
|
|
|
|
|
|
| |||
| Total assets |
$ | 2,767,260 | $ | 2,646,313 | ||||
|
|
|
|
|
|
| |||
| LIABILITIES AND NET ASSETS |
||||||||
| Liabilities: |
||||||||
| Accounts payable, accrued expenses and other liabilities |
$ | 3,035 | $ | 3,701 | ||||
| Base management fee and incentive fee payable |
16,871 | 15,940 | ||||||
| Due to affiliate |
3,260 | 3,180 | ||||||
| Interest payable |
13,368 | 7,936 | ||||||
| Payables from unsettled transactions |
20,974 | 26,981 | ||||||
| Derivative liability at fair value |
44,139 | 41,969 | ||||||
| Credit facilities payable |
860,000 | 700,000 | ||||||
| Unsecured notes payable (net of $4,650 and 5,020 of unamortized financing costs as of December 31, 2022 and September 30, 2022, respectively) |
603,624 | 601,043 | ||||||
|
|
|
|
|
|
| |||
| Total liabilities |
1,565,271 | 1,400,750 | ||||||
|
|
|
|
|
|
| |||
| Commitments and contingencies |
||||||||
| Net assets: |
||||||||
| Common stock, $0.01 par value per share, 250,000 shares authorized; 61,220 and 61,125 shares issued and outstanding as of December 31, 2022 and September 30, 2022, respectively |
612 | 611 | ||||||
| Additional paid-in-capital |
1,829,653 | 1,827,721 | ||||||
| Accumulated overdistributed earnings |
(628,276 | ) | (582,769 | ) | ||||
|
|
|
|
|
|
| |||
| Total net assets (equivalent to $19.63 and $20.38 per common share as of December 31, 2022 and September 30, 2022, respectively) |
1,201,989 | 1,245,563 | ||||||
|
|
|
|
|
|
| |||
| Total liabilities and net assets |
$ | 2,767,260 | $ | 2,646,313 | ||||
|
|
|
|
|
|
| |||
11
Oaktree Specialty Lending Corporation
Consolidated Statements of Operations
(in thousands, except per share amounts)
|
|
Three months ended December 31, 2022 (unaudited) |
|
|
Three months ended September 30, 2022 (unaudited) |
|
|
Three months ended December 31, 2021 (unaudited) |
| ||||
| Interest income: |
||||||||||||
| Control investments |
$ | 4,567 | $ | 3,829 | $ | 3,480 | ||||||
| Affiliate investments |
641 | 574 | 334 | |||||||||
|
Non-control/Non-affiliate investments |
64,298 | 57,021 | 51,635 | |||||||||
| Interest on cash and cash equivalents |
472 | 295 | 1 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Total interest income |
69,978 | 61,719 | 55,450 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| PIK interest income: |
||||||||||||
|
Non-control/Non-affiliate investments |
6,130 | 6,011 | 4,663 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Total PIK interest income |
6,130 | 6,011 | 4,663 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Fee income: |
||||||||||||
| Control investments |
13 | 12 | 13 | |||||||||
| Affiliate investments |
5 | 5 | 5 | |||||||||
|
Non-control/Non-affiliate investments |
2,003 | 1,522 | 894 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Total fee income |
2,021 | 1,539 | 912 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Dividend income: |
||||||||||||
| Control investments |
1,050 | 875 | 3,916 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Total dividend income |
1,050 | 875 | 3,916 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Total investment income |
79,179 | 70,144 | 64,941 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Expenses: |
||||||||||||
| Base management fee |
9,917 | 9,703 | 9,952 | |||||||||
| Part I incentive fee |
7,703 | 6,986 | 6,457 | |||||||||
| Part II incentive fee |
— | — | 1,751 | |||||||||
| Professional fees |
1,500 | 1,389 | 1,322 | |||||||||
| Directors fees |
160 | 160 | 123 | |||||||||
| Interest expense |
20,719 | 15,751 | 9,400 | |||||||||
| Administrator expense |
298 | 278 | 390 | |||||||||
| General and administrative expenses |
746 | 769 | 693 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Total expenses |
41,043 | 35,036 | 30,088 | |||||||||
| Fees waived |
(750 | ) | (750 | ) | (750 | ) | ||||||
|
|
|
|
|
|
|
|
|
| ||||
| Net expenses |
40,293 | 34,286 | 29,338 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Net investment income before taxes |
38,886 | 35,858 | 35,603 | |||||||||
| (Provision) benefit for taxes on net investment income |
— | — | (3,308 | ) | ||||||||
| Excise tax |
(78 | ) | — | — | ||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Net investment income |
38,808 | 35,858 | 32,295 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Unrealized appreciation (depreciation): |
||||||||||||
| Control investments |
(3,309 | ) | (6,754 | ) | (667 | ) | ||||||
| Affiliate investments |
3 | 33 | (251 | ) | ||||||||
|
Non-control/Non-affiliate investments |
(8,675 | ) | (16,803 | ) | (2,831 | ) | ||||||
| Foreign currency forward contracts |
(11,001 | ) | 5,655 | (837 | ) | |||||||
|
|
|
|
|
|
|
|
|
| ||||
| Net unrealized appreciation (depreciation) |
(22,982 | ) | (17,869 | ) | (4,586 | ) | ||||||
|
|
|
|
|
|
|
|
|
| ||||
| Realized gains (losses): |
||||||||||||
| Control investments |
— | — | 1,868 | |||||||||
|
Non-control/Non-affiliate investments |
(7,651 | ) | (4,303 | ) | 4,481 | |||||||
| Foreign currency forward contracts |
4,448 | 1,547 | 2,972 | |||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Net realized gains (losses) |
(3,203 | ) | (2,756 | ) | 9,321 | |||||||
|
|
|
|
|
|
|
|
|
| ||||
| (Provision) benefit for taxes on realized and unrealized gains (losses) |
549 | (2,025 | ) | 2,378 | ||||||||
|
|
|
|
|
|
|
|
|
| ||||
| Net realized and unrealized gains (losses), net of taxes |
(25,636 | ) | (22,650 | ) | 7,113 | |||||||
|
|
|
|
|
|
|
|
|
| ||||
| Net increase (decrease) in net assets resulting from operations |
$ | 13,172 | $ | 13,208 | $ | 39,408 | ||||||
|
|
|
|
|
|
|
|
|
| ||||
| Net investment income per common share — basic and diluted |
$ | 0.63 | $ | 0.59 | $ | 0.54 | ||||||
| Earnings (loss) per common share — basic and diluted |
$ | 0.22 | $ | 0.22 | $ | 0.66 | ||||||
| Weighted average common shares outstanding — basic and diluted |
61,142 | 61,125 | 60,127 | |||||||||
12
Exhibit 99.2 first quarter 2023 earnings presentation february 7, 2023 nasdaq: ocsl
Forward Looking Statements & Legal Disclosures Some of the statements in this presentation constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward- looking statements contained in this presentation may include statements as to: our future operating results and distribution projections; the ability of Oaktree Fund Advisors, LLC (together with its affiliates, “Oaktree”) to reposition our portfolio and to implement Oaktree’s future plans with respect to our business; the ability of Oaktree and its affiliates to attract and retain highly talented professionals; our business prospects and the prospects of our portfolio companies; the impact of the investments that we expect to make; the ability of our portfolio companies to achieve their objectives; our expected financings and investments and additional leverage we may seek to incur in the future; the adequacy of our cash resources and working capital; the timing of cash flows, if any, from the operations of our portfolio companies; and the cost or potential outcome of any litigation to which we may be a party. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this presentation involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere in our annual report on Form 10-K for the fiscal year ended September 30, 2022 and our quarterly report on Form 10-Q for the quarter ended December 31, 2022. Other factors that could cause actual results to differ materially include: changes in the economy, financial markets and political environment; risks associated with possible disruption in our operations or the economy generally due to terrorism, war or other geopolitical conflict (including the current conflict between Russia and Ukraine), natural disasters or pandemics; future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to business development companies or regulated investment companies; and other considerations disclosed from time to time in our publicly disseminated documents and filings. We have based the forward-looking statements included in this presentation on information available to us on the date of this presentation, and we assume no obligation to update any such forward-looking statements. Although 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. Calculation of Assets Under Management References to total assets under management or AUM represent assets managed by Oaktree and a proportionate amount of the AUM reported by DoubleLine Capital LP ( DoubleLine Capital ), in which Oaktree owns a 20% minority interest. Oaktree's methodology for calculating AUM includes (i) the net asset value (“NAV”) of assets managed directly by Oaktree, (ii) the leverage on which management fees are charged, (iii) undrawn capital that Oaktree is entitled to call from investors in Oaktree funds pursuant to their capital commitments, (iv) for collateralized loan obligation vehicles ( CLOs ), the aggregate par value of collateral assets and principal cash, (v) for publicly-traded business development companies, gross assets (including assets acquired with leverage), net of cash, and (vi) Oaktree's pro rata portion (20%) of the AUM reported by DoubleLine Capital. This calculation of AUM is not based on the definitions of AUM that may be set forth in agreements governing the investment funds, vehicles or accounts managed and is not calculated pursuant to regulatory definitions. Unless otherwise indicated, data provided herein are dated as of December 31, 2022. 1
Highlights for the Quarter Ended December 31, 2022 • $0.61 per share as compared with $0.55 per share for the quarter ended September 30, 2022 adjusted net • GAAP net investment income was $0.63 per share as compared with $0.59 per share for the quarter ended September 30, 2022 1 investment income • The increase in adjusted net investment income was primarily due to higher interest income from rising base rates and wider spreads • $19.63 as compared with $20.38 as of September 30, 2022 net asset value • Decrease primarily due to unrealized losses related to wider credit spreads impacting the valuation of the portfolio as well as the per share $0.42 per share special distribution that was paid during the quarter • Declared a cash distribution of $0.55 per share, an increase of 2% from the prior quarter and 15% from one year ago dividends • Eleventh consecutive quarter with a distribution increase • Distribution will be payable on March 31, 2023 to stockholders of record as of March 15, 2023 • $250 million of new investment commitments investment • 13.1% weighted average yield on new debt investments activity • $274 million of new investment fundings and received $104 million of proceeds from prepayments, exits, other paydowns and sales • $2.6 billion at fair value diversified across 156 portfolio companies • 11.6% weighted average yield on debt investments, up from 10.6% as of September 30, 2022 primarily due to higher base rates investment portfolio • 87% of debt portfolio was floating rate • No investments on non-accrual status • 1.24x net debt to equity ratio, as compared with 1.06x as of September 30, 2022 capital structure & liquidity • $17 million of cash and $340 million of undrawn capacity on credit facilities • Completed the two-step merger of Oaktree Strategic Income II, Inc. (“OSI2”) with and into us (the “Merger”) on January 23, 2023 merger with osi2 • Added approximately $601 million of total assets at closing Note: The Company completed a 1-for-3 reverse stock split on January 20, 2023, effective as of the commencement of trading on January 23, 2023. All share amounts and per share information included in 2 this presentation reflect the reverse stock split on a retroactive basis. 1 See page 21 for a description of this non-GAAP measure.
Portfolio Summary portfolio characteristics portfolio composition (At fair value) (As % of total portfolio at fair value; $ in millions) 4% 2% First Lien – $1,900 7% $2.6bn 156 Second Lien – $381 14% total investments portfolio companies Unsecured – $62 Equity – $113 72% Joint Ventures – $186 11.6% $128mm 2, 3 top ten sub-industries weighted average yield on median debt portfolio 1 debt investments company ebitda (As % of total portfolio at fair value) Application Software 16.0% Pharmaceuticals 4.8% Biotechnology 4.4% Data Processing & Outsourced Services 4.0% Health Care Technology 3.9% 86% 0 Industrial Machinery 3.0% senior secured non-accruals Specialized Finance 3.0% debt investments Internet & Direct Marketing Retail 2.5% Aerospace & Defense 2.3% Construction & Engineering 2.3% As of December 31, 2022 Note: Numbers may not sum due to rounding. 1 Excludes investments in negative EBITDA borrowers, structured products and recurring revenue software businesses. 2 Based on GICS sub-industry classification. 3 Excludes multi-sector holdings, which is primarily composed of investments in Senior Loan Fund JV I LLC (the “Kemper JV”) and OCSI Glick JV (the “Glick JV”), joint ventures that invest primarily in senior secured loans of middle market companies. 3
Portfolio Diversity 1 diversity by investment size portfolio by industry (As % of total portfolio at fair value) (As % of total portfolio at fair value) Industry % of Portfolio Joint Ventures Software 16.5% 7% Top 10 Investments IT Services 6.1 19% Diversified Financial Services 5.5 Pharmaceuticals 4.8 Biotechnology 4.4 Health Care Providers & Services 4.0 Health Care Technology 3.9 Specialty Retail 3.8 Next 15 Real Estate Management & Development 3.4 Investments 20% Chemicals 3.2 Remaining 129 Investments Machinery 3.0 54% Internet & Direct Marketing Retail 2.5 Remaining 29 Industries 31.8 Joint Ventures 7.0 OCSL’s portfolio is diverse across borrowers and industries As of December 31, 2022 Note: Numbers may not sum due to rounding. 1 Based on GICS industry classification. 4
Investment Activity new investment highlights historical funded originations and exits ($ in millions) $274 $300 $241 $235 $236 250 $180 200 $250mm $274mm $146 $130 $130 150 $104 new investment new investment $85 100 1 commitments fundings 50 0 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 1 2 New Funded Investments Investment Exits 13.1% 100% new investment composition weighted average yield on also held by other new debt commitments oaktree funds (As % of new investment commitments; $ in millions) 2% 9% First Lien – $214 4% $235mm $15mm Second Lien – $10 new investment new investment Unsecured Debt – $21 commitments in new commitments in existing portfolio companies portfolio companies Equity – $5 85% Note: Numbers rounded to the nearest million or percentage point and may not sum as a result. 1 New funded investments includes drawdowns on existing delayed draw and revolver commitments. 2 Investment exits includes proceeds from prepayments, exits, other paydowns and sales. 5
Investment Activity (continued) new investment commitment detail ($ in millions) Security Type Market Investment Number of Unsecured & Private Primary Secondary Avg. Secondary Fiscal Quarter Commitments Deals First Lien Second Lien Other Placement (Public) (Public) Purchase Price 2Q2020 $273 39 $210 $21 $42 $141 $58 $75 83% 3Q2020 261 18 177 8 76 154 71 35 74 4Q2020 148 10 123 25 0.5 90 57 2 96 1Q2021 286 21 196 90 -- 181 84 22 93 2Q2021 318 20 253 44 21 245 63 10 93 3Q2021 178 10 141 25 12 104 70 5 97 4Q2021 385 20 350 13 23 304 79 2 100 1Q2022 300 21 220 77 2 227 73 -- N/A 2Q2022 228 25 163 17 48 162 26 40 96 3Q2022 132 28 100 6 25 63 5 63 91 4Q2022 97 11 65 -- 32 71 22 4 92 1Q2023 250 25 214 10 26 188 49 14 82 Note: Numbers may not sum due to rounding. Excludes any positions originated, purchased and sold within the same quarter. 6
Financial Highlights As of ($ and number of shares in thousands, except per share amounts) 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 GAAP Net Investment Income per Share $0.63 $0.59 $0.66 $0.66 $0.54 1 Adjusted Net Investment Income per Share $0.61 $0.55 $0.51 $0.53 $0.52 Net Realized and Unrealized Gains (Losses), Net of Taxes per Share $(0.42) $(0.37) $(1.28) $(0.42) $0.12 1 Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes per Share $(0.39) $(0.34) $(1.24) $(0.36) $0.17 Earnings (Loss) per Share $0.22 $0.22 $(0.62) $0.24 $0.66 1 Adjusted Earnings (Loss) per Share $0.22 $0.22 $(0.62) $0.24 $0.66 Quarterly Distributions per Share $0.54 $0.51 $0.495 $0.48 $0.465 Special Distributions per Share $0.42 -- -- -- -- NAV per Share $19.63 $20.83 $20.67 $21.78 $22.03 Weighted Average Shares Outstanding 61,142 61,125 61,123 60,533 60,127 Shares Outstanding, End of Period 61,220 61,125 61,125 61,068 60,156 Investment Portfolio (at Fair Value) $2,642,870 $2,494,111 $2,565,389 $2,644,775 $2,588,623 Cash and Cash Equivalents $17,382 $23,528 $34,306 $39,366 $43,765 Total Assets $2,767,260 $2,646,313 $2,689,378 $2,756,682 $2,699,939 2 Total Debt Outstanding $1,463,624 $1,301,043 $1,356,606 $1,363,660 $1,285,461 Net Assets $1,201,989 $1,245,563 $1,263,529 $1,330,376 $1,325,061 Total Debt to Equity Ratio 1.26x 1.08x 1.10x 1.05x 0.98x Net Debt to Equity Ratio 1.24x 1.06x 1.08x 1.02x 0.95x 3 Weighted Average Interest Rate on Debt Outstanding 5.6% 4.4% 3.2% 2.5% 2.3% Note: The Company completed a 1-for-3 reverse stock split on January 20, 2023, effective as of the commencement of trading on January 23, 2023. All share amounts and per share information included in this presentation reflect the reverse stock split on a retroactive basis. 1 7 See page 21 for a description of the non-GAAP measures. 2 Net of unamortized financing costs. 3 Includes effect of the interest rate swap agreement the Company entered into in connection with the issuance of the 2027 Notes.
Portfolio Highlights As of ($ in thousands, at fair value) 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 Investments at Fair Value $2,642,870 $2,494,111 $2,565,389 $2,644,775 $2,558,623 Number of Portfolio Companies 156 149 151 146 140 Average Portfolio Company Debt Investment Size $16,500 $16,500 $16,700 $17,700 $18,500 Asset Class: First Lien 71.9% 71.2% 70.0% 69.0% 69.7% Second Lien 14.4 15.7 16.6 17.3 17.7 Unsecured Debt 2.4 2.3 2.5 2.1 1.0 Equity 4.3 4.2 4.3 4.5 4.2 Joint Venture Interests 7.0 6.7 6.6 7.1 7.4 Interest Rate Type for Debt Investments: % Floating-Rate 87.3% 86.5% 87.8% 89.0% 91.6% % Fixed-Rate 12.7 13.5 12.2 11.0 8.4 Yields: 1 Weighted Average Yield on Debt Investments 11.6% 10.6% 9.3% 8.8% 8.7% Cash Component of Weighted Average Yield on Debt Investments 10.3 9.3 8.2 7.6 7.5 2 Weighted Average Yield on Total Portfolio Investments 11.2 10.2 9.0 8.4 8.3 Note: Numbers may not sum due to rounding. 1 Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments, including the Company's share of the return on debt investments in the Kemper JV and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired in connection with the merger of Oaktree Strategic Income Corporation with an into us (the “OCSI Merger”). See page 21 for a description of the non-GAAP financial measures. 2 Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments and dividend income, including the Company's share of the return on debt investments in the Kemper JV and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired in connection with the OCSI Merger. See page 21 for a description of the non-GAAP financial measures. 8
Investment Activity As of ($ in thousands) 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 New Investment Commitments $250,300 $97,000 $131,900 $227,900 $299,900 1 New Funded Investment Activity $274,400 $84,500 $130,000 $236,200 $240,800 Proceeds from Prepayments, Exits, Other Paydowns and Sales $104,400 $146,100 $129,900 $180,100 $235,000 2 Net New Investments $170,000 $(61,600) $100 $56,100 $5,800 New Investment Commitments in New Portfolio Companies 18 6 12 16 12 New Investment Commitments in Existing Portfolio Companies 7 5 16 9 9 Portfolio Company Exits 11 8 7 10 10 Weighted Average Yield at Cost on New Debt Investment Commitments 13.1% 9.9% 9.2% 8.7% 8.1% 1 New funded investment activity includes drawdowns on existing revolver commitments. 2 Net new investments consists of new funded investment activity less proceeds from prepayments, exits, other paydowns and sales. 9
Net Asset Value Per Share Bridge adjusted net realized and unrealized adjusted nii gains (losses), net of taxes $22.00 $0.61 ($0.39) ($0.03) 21.00 $0.03 $0.03 ($0.45) $0.63 ($0.54) 20.00 ($0.42) 19.00 18.00 $20.38 17.00 $20.05 $19.63 16.00 15.00 14.00 9/30/22 NAV GAAP Net Interest Income Net Unrealized Net Realized Gain Net Realized & Quarterly 12/31/22 NAV Special 12/31/22 NAV 1 Investment Accretion Related Appreciation / / (Loss) Unrealized Loss Distribution Before Special Distribution 1 Income to Merger (Depreciation) Related to Merger Distribution Accounting Accounting Adjustments Adjustments Note: Numbers may not sum due to rounding. Net asset value per share amounts are based on the shares outstanding at each respective quarter end. Net investment income per share, net unrealized appreciation / (depreciation), and net realized gain / (loss) are based on the weighted average number of shares outstanding for the period. Numbers may not sum due to rounding. See page 21 for a description of the non-GAAP measures. Per share amounts have been adjusted for the one-for-three reverse stock split which took effect before market open on January 23, 2023. 1 Excludes reclassifications of net unrealized appreciation / (depreciation) to net realized gains / (losses) as a result of investments exited during the quarter. 10
Capital Structure Overview funding sources ($ in millions) 0.90x to 1.25x Principal target leverage ratio Committed Outstanding Interest Rate Maturity Syndicated Credit Facility $1,000 $695 LIBOR + 2.00% 5/4/2026 1 Citibank Facility 200 165 LIBOR + 1.25%-2.25% 11/18/2024 2025 Notes 300 300 3.500% 2/25/2025 Investment 2 2027 Notes 350 350 2.700% (LIBOR + 1.658%) 1/15/2027 Grade Rated Cash and Cash Equivalents -- (17) -- -- by moody’s and fitch Total $1,850 $1,493 Weighted Average Interest Rate 5.6% Net Debt to Equity Ratio 1.24x 43% unsecured maturities borrowings ($ in millions) $1,000 $305 500 $357mm $695 $35 3 $350 $300 available liquidity $165 0 2023 2024 2025 2026 2027 2028 Credit Facility Drawn Credit Facility Undrawn Unsecured Debt Diverse and flexible sources of debt capital with no near-term maturities As of December 31, 2022 Note: Numbers may not sum due to rounding. 1 The interest rate on outstanding borrowings is LIBOR plus 1.25%-2.20% on broadly syndicated loans subject to observable market depth and LIBOR plus 2.25% on all other eligible loans. 2 The Company entered into an interest rate swap agreement under which the Company receives a fixed interest rate of 2.700% and pays a floating rate of the three-month LIBOR plus 1.658% on a notional 11 amount of $350 million. 3 Liquidity was composed of $17.4 million of unrestricted cash and cash equivalents and $340.0 million of undrawn capacity under the credit facilities (subject to borrowing base and other limitations).
Funding and Liquidity Metrics leverage utilization liquidity overview ($ in millions) ($ in millions) $2,000 $1,850 $1,850 $1,850 $1,850 3/31/2022 6/30/2022 9/30/2022 12/31/2022 1,800 Credit Facilities Committed $1,200 $1,200 $1,200 $1,200 $340 $455 $455 1,600 $500 Credit Facilities Drawn (745) (745) (700) (860) 1,400 Cash and Cash Equivalents 39 34 24 17 1,200 Total Liquidity 494 489 524 357 1,000 1 Total Unfunded Commitments (195) (183) (175) (172) 800 $1,510 Unavailable Unfunded 42 56 33 42 $1,395 $1,395 $1,350 2 600 Commitments 400 Adjusted Liquidity $342 $362 $382 $227 200 0 3 Ample liquidity to support funding needs 3/31/2022 6/30/2022 9/30/2022 12/31/2022 Total Debt Outstanding Undrawn Capacity 3/31/2022 6/30/2022 9/30/2022 12/31/2022 Cash $39 $34 $24 $17 Net Assets $1,330 $1,264 $1,246 $1,202 Net Leverage 1.02x 1.08x 1.06x 1.24x Total Leverage 1.05x 1.10x 1.08x 1.26x 1 Excludes unfunded commitments to the Kemper JV and Glick JV. 2 Includes unfunded commitments ineligible to be drawn due to certain limitations in credit agreements. 3 As of December 31, 2022, we have analyzed cash and cash equivalents, availability under our credit facilities, the ability to rotate out of certain assets and amounts of unfunded commitments that could be drawn and believe our liquidity and capital resources are sufficient to take advantage of market opportunities in the current economic climate. 12
Strategic Joint Ventures are Accretive to Earnings ocsl’s joint ventures are income-enhancing vehicles that primarily invest in senior secured loans of middle market companies and other corporate debt securities Key Attributes of Joint Ventures: • Equity ownership: 87.5% OCSL and 12.5% joint venture partner • Shared voting control: 50% OCSL and 50% joint venture partner kemper jv characteristics glick jv characteristics (At fair value) (At fair value) $137mm 5.2% $50mm 1.9% ocsl’s investments % of ocsl’s ocsl’s investments % of ocsl’s in the kemper jv portfolio in the glick jv portfolio $4.4mm 14.3% $1.8mm 14.4% net investment return on ocsl’s net investment return on ocsl’s 1 3 2 3 income investment (annualized) income investment (annualized) combined portfolio summary portfolio company wtd. avg. debt portfolio investment portfolio first lien count yield leverage ratio $479mm 95% 61 10.2% 1.4x As of December 31, 2022 1 Represents OCSL’s 87.5% share of the Kemper JV’s net investment income (excluding subordinated note interest expense) earned during the quarter ended December 31, 2022. 2 Represents OCSL’s 87.5% share of the Glick JV’s net investment income (excluding subordinated note interest expense) earned during the quarter ended December 31, 2022. 13 3 Calculated as OCSL’s share of each respective joint venture’s net investment income annualized, divided by the fair value of OCSL’s investments in each joint venture as of September 30, 2022 and adjusted for current quarter capital contributions.
Compelling Performance Under Oaktree Management 1 nav and cumulative distributions paid per share $30.00 25.00 $5.12 $5.60 $4.65 $4.22 $6.09 $6.60 $7.14 $3.83 $3.47 $3.14 $2.25 $1.97 $1.68 $1.40 20.00 $0.42 $2.82 $1.11 $0.54 $0.83 $0.26 $2.54 15.00 $22.03 $21.84 $21.78 $21.66 $21.27 $20.54 $20.67 $20.38 10.00 $19.65 $19.79 $19.81 $19.82 $19.47 $19.63 $18.57 $18.26 $18.28 $17.84 $17.61 $17.44 $16.01 5.00 0.00 12/31/17 3/31/18 6/30/18 9/30/18 12/31/18 3/31/19 6/30/19 9/30/19 12/31/19 3/31/20 6/30/20 9/30/20 12/31/20 3/31/21 6/30/21 9/30/21 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 NAV Per Share Cumulative Special Distributions Paid Per Share Cumulative Quarterly Distributions Paid Per Share 2 OCSL has generated a 10.4% annualized return on equity under Oaktree management Note: The Company completed a 1-for-3 reverse stock split on January 20, 2023, effective as of the commencement of trading on January 23, 2023. All share amounts and per share information included in this presentation reflect the reverse stock split on a retroactive basis. 1 Cumulative distributions declared and paid from December 31, 2017 through December 31, 2022. 14 2 Annualized return on equity calculated as the change in net asset value plus distributions paid from December 31, 2017 through December 31, 2022. Assumes dividends reinvested at NAV.
Strong Earnings and Dividend Growth adjusted net investment income per share and roe quarterly dividends declared per share ($ in millions) ($ in millions) 1 15% increase from December 31, 2021 10.0% LTM return on adjusted NII $ 0.70 $0.60 $0.55 $0.54 $0.61 $0.51 $0.495 0.60 $0.48 $0.55 0.50 $0.53 $0.51 0.50 0.40 0.40 0.30 0.30 0.20 0.20 0.10 0.10 0.00 0.00 3/31/22 6/30/22 9/30/22 12/31/22 12/31/21 3/31/22 6/30/22 9/30/22 12/31/22 Adjusted Net Investment Income Per Share Quarterly Dividends Declared Per Share OCSL has delivered strong earnings and dividend growth over the last year on the strength of the portfolio and positive impact from rising interest rates Note: Please refer to page 21 for a description of adjusted net investment income, which is a non-GAAP financial measure. GAAP net investment income per share was $0.63, $0.59, $0.66 and $0.66 for the quarters ended December 31, 2022, September 30, 2022, June 30, 2022 and March 31, 2022. The Company completed a 1-for-3 reverse stock split on January 20, 2023, effective as of the commencement of trading on January 23, 2023. All share amounts and per share information included in this presentation reflect the reverse stock split on a retroactive basis. 1 Calculated as reported adjusted net investment income per share divided by beginning NAV per share. 15
Opportunities to Increase Return on Equity 1 2 3 positioned for continued continue rotating into realization of interest higher-yielding merger synergies rate increases investments • 87% of the debt portfolio at fair • Opportunity to improve the • Merger with OSI2 closed on value was composed of floating portfolio’s yield by rotating out January 23, 2023 rate debt investments of lower-yielding investments • Operational synergies resulting into higher-yielding, proprietary • Higher base rates are positively from elimination of duplicative loans or discounted secondary impacting net investment expenses expected to result in market purchases income near-term G&A savings • $26 million at fair value of • Streamlined capital structure senior secured loans with anticipated to result in interest interest rates at or below 2 expense savings LIBOR + 4.50% • Base management fee waiver • $50 million of investments with totaling $9 million over two interest rates equal to or below years LIBOR + 3.75% in the joint 2 ventures As of December 31, 2022 1 Subject to borrowing base and other limitations. 2 For senior secured loans that have a cost basis above 92.5%. 16
Appendix
OCSL & OSI2 Combined Company Metrics portfolio and balance sheet metrics (At fair value, $ in thousands) OCSL OSI2 Combined Company Portfolio: Investments at Fair Value $2,642,870 $572,028 $3,214,898 1 Top 10 Investments (%) 19.1% 23.1% 19.5% Number of Portfolio Companies 156 113 167 First Lien (%) 72% 85% 74% Second Lien (%) 14% 12% 14% Unsecured (%) 2% 0% 2% Equity (%) 4% 3% 4% Joint Venture Interests (%) 7% - 6% Non-Accruals at Cost - - - Balance Sheet: Total Assets $2,767,260 $596,723 $3,363,983 Cash and Cash Equivalents $17,382 $9,296 $26,678 2 Total Debt Outstanding $1,463,624 $273,316 $1,736,940 Net Assets $1,201,989 $313,092 $1,515,081 Total Debt to Equity Ratio 1.26x 0.87x 1.18x Net Debt to Equity Ratio 1.24x 0.84x 1.16x 1 Unsecured Borrowings (%) 43% - 36% As of December 31, 2022 Note: This select financial information of OSI2 is not a comprehensive statement of OSI2’s financial position, results of operations or cash flows for any period. Ernst & Young LLP has not audited, reviewed, compiled, or performed any procedures with respect to OSI2’s select financial information. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. 1 Excludes the Company’s joint venture investments. 18 2 Net of unamortized financing costs.
Quarterly Statement of Operations For the three months ended 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 ($ in thousands) investment income Interest income $69,978 $61,719 $54,728 $57,019 $55,450 PIK interest income 6,130 6,011 5,178 4,674 4,663 Fee income 2,021 1,539 2,275 1,905 912 Dividend income 1,050 875 956 700 3,916 GAAP total investment income 79,179 70,144 63,137 64,298 64,941 Less: Interest income accretion related to merger accounting adjustments (1,746) (2,173) (2,188) (4,008) (2,848) Adjusted total investment income 77,433 67,971 60,949 60,290 62,093 expenses Base management fee 9,917 9,703 9,819 10,082 9,952 Part I incentive fee 7,703 6,986 6,497 6,704 6,457 Part II incentive fee -- -- (6,796) (3,746) 1,751 Interest expense 20,719 15,751 11,870 9,908 9,400 1 Other operating expenses 2,704 2,596 2,127 2,002 2,528 Total expenses 41,043 35,036 23,517 24,950 30,008 Reversal of fees waived (fees waived) (750) (750) (750) (750) (750) Net expenses 40,293 34,286 22,767 24,200 29,338 (Provision) benefit for taxes on net investment income -- -- -- -- (3,308) Excise tax (78) -- -- -- (3,308) GAAP net investment income 38,808 35,858 40,370 40,098 32,295 Less: Interest income accretion related to merger accounting adjustments (1,746) (2,173) (2,188) (4,008) (2,848) Add: Part II incentive fee -- -- (6,796) (3,746) 1,751 Adjusted net investment income $37,062 $33,685 $31,386 $32,344 $31,198 19 Note: See page 21 for a description of the non-GAAP measures. 1 Includes professional fees, directors fees, administrator expense and general and administrative expenses.
Quarterly Statement of Operations (continued) For the three months ended 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 ($ in thousands, except per share amounts) net realized and unrealized gains (losses) Net unrealized appreciation (depreciation) $(22,982) $(17,869) $(86,755) $(27,038) $(4,586) Net realized gains (losses) (3,203) (2,756) 9,212 1,402 9,321 (Provision) benefit for taxes on realized and unrealized gains (losses) 549 (2,025) (661) (21) 2,378 GAAP net realized and unrealized gains (losses), net of taxes $(25,636) $(22,650) $(78,204) $(25,657) $7,113 Less: Net realized and unrealized losses (gains) related to merger accounting 1,746 2,173 2,188 4,008 2,846 adjustments Adjusted net realized and unrealized gains (losses), net of taxes $(23,890) $(20,477) $(76,016) $(21,649) $9,959 GAAP net increase (decrease) in net assets resulting from operations $13,172 $13,208 $(37,384) $14,441 $39,408 Less: Interest income accretion related to merger accounting adjustments (1,746) (2,173) (2,188) (4,008) (2,848) Less: Net realized and unrealized losses (gains) related to merger accounting 1,746 2,173 2,188 4,008 2,846 adjustments Adjusted earnings (loss) $13,172 $13,208 $(37,834) $14,441 $39,406 per share data: GAAP total investment income $1.30 $1.15 $1.03 $1.06 $1.08 Adjusted total investment income 1.27 1.11 1.00 1.00 1.03 GAAP net investment income 0.63 0.59 0.66 0.66 0.54 Adjusted net investment income 0.61 0.55 0.51 0.53 0.52 GAAP net realized and unrealized gains (losses), net of taxes (0.42) (0.37) (1.28) (0.42) 0.12 Adjusted net realized and unrealized gains (losses), net of taxes (0.39) (0.34) (1.24) (0.36) 0.17 GAAP net increase/decrease in net assets resulting from operations 0.22 0.22 (0.62) 0.24 0.66 Adjusted earnings (loss) 0.22 0.22 (0.62) 0.24 0.66 Weighted average common shares outstanding 61,142 61,125 61,123 60,533 60,127 Shares outstanding, end of period 61,220 61,125 61,125 61,068 60,156 20 Note: See page 21 for a description of the non-GAAP measures. Per share amounts have been adjusted for the one-for-three reverse stock split which took effect before market open on January 23, 2023.
Non-GAAP Disclosures On March 19, 2021, the Company completed the Merger. The Merger was accounted for as an asset acquisition in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues ( ASC 805 ). The consideration paid to OCSI’s stockholders was allocated to the individual assets acquired and liabilities assumed based on the relative fair values of the net identifiable assets acquired other than non-qualifying assets, which established a new cost basis for the acquired OCSI investments under ASC 805 that, in aggregate, was significantly lower than the historical cost basis of the acquired OCSI investments prior to the OCSI Merger. Additionally, immediately following the completion of the OCSI Merger, the acquired OCSI investments were marked to their respective fair values under ASC 820, Fair Value Measurements, which resulted in unrealized appreciation. The new cost basis established by ASC 805 on debt investments acquired will accrete over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation on such investment acquired through its ultimate disposition. The new cost basis established by ASC 805 on equity investments acquired will not accrete over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired. On March 19, 2021, in connection with the closing of the OCSI Merger, OCSL entered into an amended and restated investment advisory agreement (the “A&R Advisory Agreement”) with Oaktree. The A&R Advisory Agreement amended and restated the existing investment advisory agreement, dated as of May 4, 2020, by and between the Company and Oaktree to (1) waive an aggregate of $6 million of base management fees otherwise payable to Oaktree in the two years following the closing of the OCSI Merger at a rate of $750,000 per quarter (with such amount appropriately prorated for any partial quarter) and (2) revise the calculation of the incentive fees to eliminate certain unintended consequences of the accounting treatment of the OCSI Merger on the incentive fees payable to Oaktree. The Company’s management uses the non-GAAP financial measures described above internally to analyze and evaluate financial results and performance and to compare its financial results with those of other business development companies that have not adjusted the cost basis of certain investments pursuant to ASC 805. The Company’s management believes Adjusted Total Investment Income , Adjusted Total Investment Income Per Share , Adjusted Net Investment Income and Adjusted Net Investment Income Per Share are useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to the accretion income resulting from the new cost basis of the OCSI investments acquired in the OCSI Merger because these amounts do not impact the fees payable to Oaktree under the A&R Advisory Agreement, and specifically as its relates to Adjusted Net Investment Income and Adjusted Net Investment Income Per Share , without giving effect to Part II incentive fees. In addition, the Company’s management believes that “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes”, “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share”, “Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” are useful to investors as they exclude the non-cash income/gain resulting from the OCSI Merger and used by management to evaluate the economic earnings of its investment portfolio. Moreover, these metrics align the Company's key financial measures with the calculation of incentive fees payable to Oaktree under with the A&R Advisory Agreement (i.e., excluding amounts resulting solely from the lower cost basis of the acquired OCSI investments established by ASC 805 that would have been to the benefit of Oaktree absent such exclusion). 21
contact us: visit us: Investor Relations oaktreespecialtylending.com Michael Mosticchio (212) 284-1900 ocsl-ir@oaktreecapital.com