Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2017
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number: 814-00939

HMS Income Fund, Inc.

(Exact Name of Registrant as Specified in its Charter)



Maryland (State or Other Jurisdiction of Incorporation or Organization)	45-3999996 (I.R.S. Employer Identification No.)

2800 Post Oak Boulevard, Suite 5000 Houston, Texas (Address of Principal Executive Offices)	77056-6118 (Zip Code)

(Registrant’s telephone number, including area code)

(Former name, former address and formal fiscal year, if changed since last report)

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 þ No o

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 o No o

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



Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o	Emerging growth company o
		(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

The issuer had 78,828,136 shares of common stock outstanding as of August 11, 2017.

PART I — FINANCIAL INFORMATION



Item 1.	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Changes in Net Assets	3
	Condensed Consolidated Statements of Cash Flows	4
	Condensed Consolidated Schedules of Investments	5
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	47

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults Upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	49

Signatures		50
Exhibit Index		51

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

HMS Income Fund, Inc.

Condensed Consolidated Balance Sheets

(dollars in thousands, except share and per share amounts)



	June 30, 2017			December 31, 2016
	(Unaudited)
ASSETS
Portfolio investments at fair value:
Non-Control/Non-Affiliate investments (amortized cost: $948,958 and $935,741 as of June 30, 2017 and December 31, 2016, respectively)	$	925,298		$	916,393
Affiliate investments (amortized cost: $68,946 and $53,771 as of June 30, 2017 and December 31, 2016, respectively)	73,365			56,312
Control investments (amortized cost: $42,473 and $12,883 as of June 30, 2017 and December 31, 2016, respectively)	46,275			16,542
Total portfolio investments (amortized cost: $1,060,377 and $1,002,395 as of June 30, 2017 and December 31, 2016, respectively)	1,044,938			989,247

Cash and cash equivalents	32,905			23,719
Interest receivable	7,975			7,204
Receivable for securities sold	5,656			7,610
Prepaid and other assets	6,373			1,268
Deferred offering costs (net of accumulated amortization of $10,717 and $9,919 as of June 30, 2017 and December 31, 2016, respectively)	611			680
Deferred financing costs (net of accumulated amortization of $2,238 and $2,862 as of June 30, 2017 and December 31, 2016, respectively)	3,784			3,840
Total assets	$	1,102,242		$	1,033,568

LIABILITIES
Accounts payable and other liabilities	$	923		$	1,164
Payable for unsettled trades	283			932
Stockholder distributions payable	4,475			4,354
Base management fees payable	5,304			5,054
Due to affiliates	112			184
Directors’ fees payable	27			12
Payable for securities purchased	34,117			11,035
Notes payable	417,000			413,000
Total liabilities	462,241			435,735

Commitments and Contingencies (Note 12)

NET ASSETS
Common stock, $.001 par value; 150,000,000 shares authorized, 77,891,173 and 73,382,971 issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	78			73
Additional paid-in capital	671,652			633,855
Accumulated distributions in excess of net investment income	(16,120		)	(22,602		)
Net unrealized depreciation	(15,609		)	(13,493		)
Total net assets	640,001			597,833

Total liabilities and net assets	$	1,102,242		$	1,033,568

Net asset value per share	$	8.22		$	8.15

See notes to the condensed consolidated financial statements.

HMS Income Fund, Inc.

Condensed Consolidated Statements of Operations

(dollars in thousands, except share and per share amounts)



	Three Months Ended						Six Months Ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
INVESTMENT INCOME:
From non-control/non-affiliate investments:
Interest income	$	22,557		$	19,552		$	45,100		$	39,676
Fee income	827			286			1,537			507
Dividend income	182			93			384			186
From affiliate investments:
Interest income	1,138			627			2,101			995
Fee income	49			99			103			133
Dividend income	555			348			981			533
From control investments:
Interest income	170			176			338			390
Fee income	20			20			41			40
Dividend income	50			—			327			—
Total interest, fee and dividend income	25,548			21,201			50,912			42,460
EXPENSES:
Interest expense	4,343			3,604			8,338			7,314
Base management and incentive fees	6,126			4,693			12,771			9,680
Administrative services expenses	873			574			1,534			1,107
Offering costs	408			120			798			132
Professional fees	60			243			324			671
Insurance	48			48			96			95
Other general and administrative	292			420			619			725
Expenses before fee and expense waivers	12,150			9,702			24,480			19,724
Waiver of incentive fees	(823		)	—			(2,318		)	(493		)
Waiver of administrative services expenses	(873		)	(574		)	(1,534		)	(1,107		)
Total expenses, net of fee and expense waivers	10,454			9,128			20,628			18,124
Net investment income before taxes	15,094			12,073			30,284			24,336
Income tax expense (benefit), including excise tax	30			25			78			48
NET INVESTMENT INCOME	15,064			12,048			30,206			24,288
NET REALIZED GAIN (LOSS) FROM INVESTMENTS
Non-Control/Non-Affiliate investments	(5		)	(9,369		)	2,635			(10,015		)
Affiliate investments	—			—			—			—
Control investments	—			—			—			—
Total realized gain (loss) from investments	(5		)	(9,369		)	2,635			(10,015		)
NET REALIZED INCOME	15,059			2,679			32,841			14,273
NET UNREALIZED APPRECIATION (DEPRECIATION)
Non-Control/Non-Affiliate investments	1,439			15,362			(4,130		)	(704		)
Affiliate investments	812			61			1,872			546
Control investments	150			(7		)	143			1,311
Total net unrealized appreciation (depreciation)	2,401			15,416			(2,115		)	1,153
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	17,460		$	18,095		$	30,726		$	15,426

PER SHARE INFORMATION - BASIC AND DILUTED
NET INVESTMENT INCOME PER SHARE	$	0.20		$	0.18		$	0.40		$	0.37
NET REALIZED INCOME PER SHARE	$	0.19		$	0.04		$	0.43		$	0.22
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE (EARNINGS PER SHARE)	$	0.22		$	0.27		$	0.40		$	0.24
DISTRIBUTIONS DECLARED PER SHARE	$	0.18		$	0.18		$	0.35		$	0.35
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED	76,992,837			66,734,135			75,929,218			64,982,508

See notes to the condensed consolidated financial statements.

HMS Income Fund, Inc.

Condensed Consolidated Statements of Changes in Net Assets

(dollars in thousands, except number of shares)

(Unaudited)



	Six Months Ended June 30, 2017			Six Months Ended June 30, 2016
Change in Net Assets from Operations:
Net investment income	$	30,206		$	24,288
Net realized gain (loss) on investments	2,635			(10,015		)
Net unrealized appreciation (depreciation)	(2,115		)	1,153
Net increase in net assets resulting from operations	30,726			15,426

Change in Net Assets from Stockholders’ Distributions:
Distributions from net investment income	(23,725		)	(22,687		)
Distributions from net realized gain on investments	(2,635		)	—
Net decrease in net assets resulting from stockholders’ distributions	(26,360		)	(22,687		)

Change in Net Assets from Capital Share Transactions:
Issuance of common stock, net of issuance costs	32,151			38,999
Reinvestment of stockholder distributions	13,545			11,865
Repurchase of common stock	(7,894		)	(6,512		)
Net increase in net assets resulting from capital share transactions	37,802			44,352

Total Increase in Net Assets	42,168			37,091
Net Assets at beginning of the period	597,833			491,652
Net Assets at end of the period	$	640,001		$	528,743

NAV per share at end of the period	$	8.22		$	7.77

Common shares outstanding, beginning of the period	73,382,971			62,382,044
Issuance of common shares	3,844,275			4,987,274
Issuance of common shares pursuant to distribution reinvestment plan	1,624,413			1,509,900
Repurchase of common shares	(960,486		)	(838,677		)
Common shares outstanding, end of the period	77,891,173			68,040,541

See notes to the condensed consolidated financial statements.

HMS Income Fund, Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in thousands)



	Six Months Ended June 30, 2017			Six Months Ended June 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	30,726		$	15,426
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Principal repayments received and proceeds from sales of investments in portfolio companies	280,006			107,896
Investments in portfolio companies	(307,041		)	(181,927		)
Net unrealized (appreciation) depreciation of portfolio investments	2,115			(1,153		)
Net realized (gain) loss on sale of portfolio investments	(2,635		)	10,015
Amortization of deferred financing costs	699			740
Amortization of deferred offering costs	798			132
Accretion of unearned income	(7,896		)	(5,100		)
Net payment-in-kind interest accrual	(839		)	(124		)
Changes in other assets and liabilities:
Interest receivable	(771		)	226
Prepaid and other assets	354			(68		)
Base management fees payable	250			216
Due to affiliates	(109		)	(115		)
Directors’ fees payable	15			21
Accounts payable and other liabilities	(108		)	5
Payable for unsettled trades	(649		)	57
Net cash used in operating activities	(5,085		)	(53,753		)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock	35,018			42,893
Redemption of common shares	(7,894		)	(6,512		)
Payment of selling commissions and dealer manager fees	(2,849		)	(3,804		)
Payment of offering costs	(709		)	(823		)
Payment of stockholder distributions	(12,694		)	(10,625		)
Repayments on notes payable	(291,000		)	(138,000		)
Proceeds from notes payable	295,000			165,000
Payment of deferred financing costs	(601		)	(428		)
Net cash provided by financing activities	14,271			47,701

Net increase (decrease) in cash and cash equivalents	9,186			(6,052		)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD	23,719			24,001

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	$	32,905		$	17,949

See notes to the condensed consolidated financial statements.



HMS Income Fund, Inc. Condensed Consolidated Schedule of Investments
As of June 30, 2017
(dollars in thousands) (Unaudited)
Portfolio Company (1) (3)	Business Description	Type of Investment (2) (3)	Index Rate (22)	Principal (7)		Cost (7)		Fair Value

Control Investments (6)
GRT Rubber Technologies, LLC (8) (10) (13)	Engineered Rubber Product Manufacturer	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.05%, Secured Debt (Maturity - December 19, 2019)	1 month LIBOR	$	6,112	$	6,038	$	6,112
		Member Units (2,896 shares)	—	—		6,435		10,186
						12,473		16,298
HMS-ORIX SLF LLC (9) (15) (23)	Investment Partnership	Membership Interests (Fully diluted 60.00%) (16)	—	—		30,000		29,977

Subtotal Control Investments (6) (4% of total investments at fair value)						$	42,473	$	46,275
Affiliate Investments (4)
AFG Capital Group, LLC (10) (13)	Provider of Rent-to-Own Financing Solutions and Services	Member Units (46 shares)	—	$	—	$	300	$	712
		Warrants (10 equivalent shares, Expiration - November 7, 2024)	—	—		65		172
						365		884
Charps, LLC (10) (13)	Union Contractor focused on construction, fabrication and maintenance of oil and gas pipelines	12.00% Secured Debt (Maturity - January 31, 2022)	None	4,600		4,487		4,491
		Preferred Member Units (400 units)	—	—		100		100
						4,587		4,591
Clad-Rex Steel, LLC (10) (13)	Specialty Manufacturer of Vinyl-Clad Metal	LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.55%, Secured Debt (Maturity - December 20, 2021) (8)	1 month LIBOR	3,520		3,454		3,455
		Member Units (179 units)	—	—		1,820		1,958
		10.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (Maturity - December 20, 2036)	None	298		296		296
		Member Units (Clad-Rex Steel RE Investor, LLC) (200 units)	—	—		53		53
						5,623		5,762
EIG Traverse Co-Investment, LP (9) (15)	Investment Partnership	LP Interests (EIG Traverse Co-Investment, LP) (Fully diluted 22.20%) (16)	—	—		9,805		10,408
Freeport First Lien Loan Fund III, LP (9) (15)	Investment Partnership	LP Interests (Freeport First Lien Loan Fund III, LP) (Fully diluted 5.60%) (16)	—	—		7,559		7,506
Gamber-Johnson Holdings, LLC (8) (10) (13)	Manufacturer of Ruggedized Computer Mounting Systems	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.05%, Secured Debt (Maturity - June 24, 2021)	1 month LIBOR	5,970		5,860		5,970
		Member Units (2,155 units)	—	—		3,711		5,519
						9,571		11,489
Guerdon Modular Holdings, Inc. (10) (13)	Multi-Family and Commercial Modular Construction Company	9.00% Current / 4.00% PIK Secured Debt (Maturity - August 13, 2019)	None	2,677		2,636		2,656
		Common Stock (53,008 shares)	—	—		746		20
		Class B Preferred Stock (101,250 shares)	—	—		285		285
						3,667		2,961
Gulf Publishing Investor, LLC (10) (13)	Energy Focused Media and Publishing	12.50% Secured Debt (Maturity - April 29, 2021)	None	3,200		3,145		3,145
		Member Units (781 shares)	—	—		920		1,082
						4,065		4,227
Hawk Ridge Systems, LLC (9) (10) (13)	Value-Added Reseller of Engineering Design and Manufacturing Solutions	10.00% Secured Debt (Maturity - December 2, 2021)	None	2,500		2,455		2,455
		Preferred Member Units (56 units)	—	—		713		713
		Preferred Member Units (HRS Services, ULC) (56 units)	—	—		38		38
						3,206		3,206
HW Temps LLC (8) (10) (13)	Temporary Staffing Solutions	LIBOR Plus 13.00% (Floor 1.00%), Current Coupon 14.05%, Secured Debt (Maturity - July 2, 2020)	1 month LIBOR	2,494		2,448		2,448
		Preferred Member Units (800 shares) (16)	—	—		986		985
						3,434		3,433
M.H. Corbin, Inc. (10) (13)	Manufacturer and Distributor of Traffic Safety Products	10.00% Secured Debt (Maturity - August 31, 2020)	None	$	3,238	$	3,214	$	3,214
		Preferred Member Units (1,000 shares)	—	—		1,500		1,500
						4,714		4,714
Mystic Logistics, Inc. (10) (13)	Logistics and Distribution Services Provider for Large Volume Mailers	12.00% Secured Debt (Maturity - August 15, 2019)	None	2,008		1,971		2,008
		Common Stock (1,468 shares) (16)	—	—		680		1,648
						2,651		3,656
NuStep, LLC (10) (13)	Designer, Manufacturer and Distributor of Fitness Equipment	12.00% Secured Debt (Maturity - January 31, 2022)	None	5,150		5,033		5,034
		Member units (102 units)	—	—		2,549		2,550
						7,582		7,584
SoftTouch Medical Holdings LLC (8) (10) (13)	Home Provider of Pediatric Durable Medical Equipment	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.05%, Secured Debt (Maturity - October 31, 2019)	1 month LIBOR	1,260		1,247		1,260
		Member Units (785 units) (16)	—	—		870		1,684
						2,117		2,944

Subtotal Affiliate Investments (4) (7% of total investments at fair value)						$	68,946	$	73,365

Non-Control/Non-Affiliate Investments (5)
AAC Holding Corp. (8)	Substance Abuse Treatment Service Provider	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.98%, Secured Debt (Maturity - June 28, 2023) (12)	1 month LIBOR	$	11,900	$	11,603	$	11,751
Adams Publishing Group, LLC (8) (11)	Local Newspaper Operator	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.15%, Secured Debt (Maturity - November 3, 2020)	3 month LIBOR	9,018		8,757		8,849
ADS Tactical, Inc. (8) (11)	Value-Added Logistics and Supply Chain Solutions Provider	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.80%, Secured Debt (Maturity - December 31, 2022)	1 month LIBOR	11,443		11,179		11,179
Ahead, LLC (8) (11)	IT Infrastructure Value Added Reseller	LIBOR Plus 6.50%, Current Coupon 7.81%, Secured Debt (Maturity - November 2, 2020)	3 month LIBOR	9,250		9,047		9,227
Allflex Holdings III Inc. (8)	Manufacturer of Livestock Identification Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.16%, Secured Debt (Maturity - July 19, 2021) (14)	3 month LIBOR	14,922		15,011		15,085
American Scaffold Holdings, Inc. (8) (11)	Marine Scaffolding Service Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.80%, Secured Debt (Maturity - March 31, 2022)	3 month LIBOR	7,219		7,126		7,183
American Teleconferencing Services, Ltd. (8)	Provider of Audio Conferencing and Video Collaboration Solutions	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.72%, Secured Debt (Maturity - December 8, 2021)	1 month LIBOR	9,794		8,902		9,788
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.59%, Secured Debt (Maturity - December 6, 2022) (14)	1 month LIBOR	5,571		5,312		5,519
						14,214		15,307
AmeriTech College Operations, LLC (10) (13)	For-Profit Nursing and Healthcare College	13.00% Secured Debt (Maturity - January 31, 2020)	None	375		375		375
		10.00% Secured Debt (Maturity - November 30, 2019)	None	61		61		61
		13.00% Secured Debt (Maturity - November 30, 2019)	None	64		64		64
		Preferred Member Units (364 units, 5.00% cumulative) (16)	—	—		754		354
						1,254		854
Apex Linen Service, Inc. (10) (13)	Industrial Launderers	13.00% Secured Debt (Maturity - October 30, 2022)	None	3,604		3,548		3,548
		LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.05%, Secured Debt (Maturity - October 30, 2022)	1 month LIBOR	600		600		600
						4,148		4,148
Arcus Hunting, LLC (8) (11)	Manufacturer of Bowhunting and Archery Products and Accessories	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.15%, Secured Debt (Maturity - November 13, 2019)	1 month LIBOR	7,912		7,813		7,906
ATI Investment Sub, Inc. (8)	Manufacturer of Solar Tracking Systems	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.48%, Secured Debt (Maturity - June 22, 2021)	1 month LIBOR	$	9,000	$	8,842	$	8,978
ATX Networks Corp. (8) (9)	Provider of Radio Frequency Management Equipment	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.30%, Secured Debt (Maturity - June 11, 2021)	3 month LIBOR	14,663		14,451		14,515
BarFly Ventures, LLC (11)	Casual Restaurant Group	12.00% Secured Debt (Maturity - August 31, 2020)	None	2,599		2,557		2,599
		Warrants (.410 equivalent units, Expiration - August 31, 2025)	—	—		158		110
		Options (.731 equivalent units)	—	—		133		198
						2,848		2,907
BBB Tank Services, LLC (10) (13)	Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market	15% Current Secured Debt (Maturity - April 8, 2021)	None	1,007		991		999
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.55%, Secured Debt (Maturity - April 8, 2021)	1 month LIBOR	200		200		200
		Member Units (200,000 units)	—	—		200		200
						1,391		1,399
Berry Aviation, Inc. (11)	Airline Charter Service Operator	12.00% Current / 1.75% PIK, Current Coupon 13.75%, Secured Debt (Maturity - January 30, 2020) (14)	None	1,407		1,392		1,407
		Common Stock (138 shares)	—	—		100		205
						1,492		1,612
Bigname Holdings, LLC (8) (11)	Envelopes and Complimentary Stationery Products	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.43%, Secured Debt (Maturity - May 11, 2022)	1 month LIBOR	2,500		2,469		2,469
Binswanger Enterprises, LLC (8) (11)	Glass Repair and Installation Service Provider	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.30%, Secured Debt (Maturity - March 9, 2022)	3 month LIBOR	15,383		15,090		15,090
		Member Units (1,050,000 Class A units)	—	—		1,050		1,050
						16,140		16,140
Bluestem Brands, Inc. (8)	Multi-Channel Retailer of General Merchandise	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.70%, Secured Debt (Maturity - November 6, 2020)	3 month LIBOR	13,408		13,211		9,537
Boccella Precast Products, LLC (8)(13)	Manufacturer of Precast Hollow Core Concrete	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity - June 30, 2022)	1 month LIBOR	4,100		3,997		4,008
		Member Units (540,000 units)	—	—		540		540
						4,537		4,548
Brightwood Capital Fund Investments (9) (15)	Investment Partnership	LP Interests (Brightwood Capital Fund III, LP) (Fully diluted .52%) (16)	—	—		4,075		3,443
		LP Interests (Brightwood Capital Fund IV, LP) (Fully diluted 1.58%) (16)	—	—		1,037		1,037
						5,112		4,480
Brundage-Bone Concrete Pumping, Inc.	Construction Services Provider	10.38% Secured Debt (Maturity - September 1, 2021) (14)	None	12,000		12,080		12,600
Buca C, LLC (8) (10) (13)	Casual Restaurant Group	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.33%, Secured Debt (Maturity - June 30, 2020)	1 month LIBOR	14,136		13,951		13,951
		Preferred Member Units (4 units, 6.00% cumulative) (16)	—	—		2,702		2,698
						16,653		16,649
CAI Software, LLC (10) (13)	Provider of Specialized Enterprise Resource Planning Software	12.00% Secured Debt (Maturity - October 10, 2019)	None	871		858		871
		Member Units (16,339 units)	—	—		163		705
						1,021		1,576

CapFusion Holding, LLC (9) (10) (13)	Business Lender	13.00% Secured Debt (Maturity - March 25, 2021)	None	$	3,600	$	3,316	$	3,316
		Warrants (400 equivalent units, Expiration - March 24, 2026)	—	—		300		300
						3,616		3,616
CDHA Management, LLC (8) (11)	Dental Services	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.68%, Secured Debt (Maturity - December 5, 2021)	6 month LIBOR	4,356		4,251		4,356
Cengage Learning, Inc. (8)	Provider of Educational Print and Digital Services	LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.34%, Secured Debt (Maturity - June 7, 2023)	1 month LIBOR	9,794		9,239		9,280
Cenveo Corporation	Provider of Commercial Printing, Envelopes, Labels, Printed Office Products	6.00% Secured Debt (Maturity - August 1, 2019)	None	15,000		13,349		12,675
Charlotte Russe, Inc. (8)	Fast-Fashion Retailer to Young Women	LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity - May 22, 2019)	3 month LIBOR	14,972		14,827		7,424
Clarius BIGS, LLC (11) (18)	Prints & Advertising Film Financing	15.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	2,140		1,882		64
		20.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	773		680		23
						2,562		87
Construction Supply Investments, LLC (11)	Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors	Member units (37,227 units)	—	—		3,723		3,723
ContextMedia Health, LLC (8)	Provider of Healthcare Media Content	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.73%, Secured Debt (Maturity - December 21, 2021)	1 month LIBOR	9,750		8,836		9,848
Covenant Surgical Partners, Inc.	Ambulatory Surgical Centers	8.75% Secured Debt (Maturity - August 1, 2019)	None	9,500		9,500		9,310
CST Industries, Inc. (8)	Storage Tank Manufacturer	Prime Plus 5.25% (Floor 4.25%), Current Coupon 9.50%, Secured Debt (Maturity - May 22, 2017)	PRIME	2,759		2,768		2,414
Datacom, LLC (10) (13)	Technology and Telecommunications Provider	5.25% Current / 5.25% PIK, Current Coupon 10.50% Secured Debt (Maturity - May 30, 2019)	None	1,330		1,319		1,289
		8.00% Secured Debt (Maturity - May 30, 2018)	None	120		120		120
		Class A Preferred Member Units (1,530 units, 15.00% cumulative) (16)	—	—		131		163
		Class B Preferred Member Units (717 units)	—	—		670		23
						2,240		1,595
Digital River, Inc. (8)	Provider of Outsourced e-Commerce Solutions and Services	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity - February 12, 2021)	3 month LIBOR	14,586		14,489		14,659
Digital Room, LLC (8)	Organic Lead Generation for Online Postsecondary Schools	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.23%, Secured Debt (Maturity - November 21, 2022)	1 month LIBOR	7,434		7,296		7,397
East West Copolymer & Rubber, LLC (10) (13) (18)	Manufacturer of Synthetic Rubbers	12.00% Current / 2.00% PIK, Current Coupon 14.00%, Secured Debt (Maturity - October 17, 2019) (18)	None	2,400		2,351		742
		Warrants (627,697 equivalent shares, Expiration - October 15, 2024)	—	—		13		—
						2,364		742
ECP-PF Holdings Groups, Inc. (11)	Fitness Club Operator	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.15%, Secured Debt (Maturity - November 26, 2019)	3 month LIBOR	1,875		1,865		1,875
Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft) (8) (9)	Technology-Based Performance Support Solutions	LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.48%, Secured Debt (Maturity - April 28, 2022) (14)	1 month LIBOR	10,901		10,475		9,071
Flavors Holdings, Inc. (8)	Global Provider of Flavoring and Sweetening Products and Solutions	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.05%, Secured Debt (Maturity - April 3, 2020)	3 month LIBOR	12,777		12,104		12,074
GST Autoleather, Inc. (8)	Automotive Leather Manufacturer	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.80%, Secured Debt (Maturity - July 10, 2020) (12)	3 month LIBOR	17,297		16,759		16,951
Guitar Center, Inc.	Musical Instruments Retailer	6.50% Secured Debt (Maturity - April 15, 2019)	None	15,015		14,304		13,045
Hojeij Branded Foods, LLC (8) (11)	Multi-Airport, Multi-Concept Restaurant Operator	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.54%, Secured Debt (Maturity - July 28, 2021)	3 month LIBOR	$	5,890	$	5,851	$	5,890
Hoover Group, Inc. (8) (9) (11)	Provider of Storage Tanks and Related Products to the Energy and Petrochemical Markets	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.42%, Secured Debt (Maturity - January 28, 2021)	3 month LIBOR	14,924		13,992		13,730
Houghton Mifflin Harcourt Company (8) (9)	Provider of Educational Print and Digital Services	LIBOR Plus 3.00% (Floor 1.00%), Current Coupon 4.23%, Secured Debt (Maturity - May 28, 2021)	1 month LIBOR	8,947		8,327		8,518
Hunter Defense Technologies, Inc. (8)	Provider of Military and Commercial Shelters and Systems	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.16%, Secured Debt (Maturity - August 5, 2019)	3 month LIBOR	13,253		12,780		12,475
Hydrofarm Holdings, LLC (8) (11)	Wholesaler of Horticultural Products	LIBOR Plus 7.00%, Current Coupon 8.18%, Secured Debt (Maturity - May 12, 2022)	3 month LIBOR	6,750		6,618		6,618
iEnergizer Limited (8) (9)	Provider of Business Outsourcing Solutions	LIBOR 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - May 1, 2019)	1 month LIBOR	11,774		11,422		11,745
Implus Footcare, LLC (8) (11)	Provider of Footwear and Other Accessories	LIBOR 6.75% (Floor 1.00%), Current Coupon 8.05%, Secured Debt (Maturity - September 15, 2021)	3 month LIBOR	14,962		14,741		14,741
Indivior Finance, LLC (8) (9)	Specialty Pharmaceutical Company Treating Opioid Dependence	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.17%, Secured Debt (Maturity - December 19, 2019)	3 month LIBOR	7,878		7,610		7,957
Industrial Services Acquisitions, LLC (11)	Industrial Cleaning Services	11.25% Current / 0.75% PIK, Current Coupon 12.00%, Unsecured Debt (Maturity - December 17, 2022) (17)	None	10,563		10,377		10,563
		Member units (Industrial Services Investments, LLC) (2,100,000 units)	—	—		2,100		1,890
						12,477		12,453
Inn of the Mountain Gods Resort and Casino	Hotel & Casino Owner & Operator	9.25% Secured Debt (Maturity - November 30, 2020)	None	10,749		10,601		9,674
Intertain Group Limited (8) (9)	Business-to-Consumer Online Gaming Operator	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.80%, Secured Debt (Maturity - April 8, 2022)	3 month LIBOR	8,285		8,139		8,389
iPayment, Inc. (8)	Provider of Merchant Acquisition	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.16%, Secured Debt (Maturity - April 11, 2023)	3 month LIBOR	12,000		11,883		12,120
Ipreo Holdings, LLC	Application Software for Capital Markets	7.25% Unsecured Debt (Maturity - August 1, 2022) (17)	None	2,650		2,283		2,551
iQor US Inc. (8)	Business Process Outsourcing Services Provider	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.15%, Secured Debt (Maturity - April 1, 2021)	3 month LIBOR	7,718		7,334		7,682
IronGate Energy Services, LLC (18)	Oil and Gas Services	11.00% Secured Debt (Maturity - July 1, 2018) (18)	None	5,825		5,827		1,981
Jackmont Hospitality, Inc. (8) (11)	Franchisee of Casual Dining Restaurants	LIBOR Plus 4.25% (Floor 1.00%)/ 2.50% PIK , Current Coupon 7.98%, Secured Debt (Maturity - May 26, 2021)	1 month LIBOR	8,895		8,868		8,895
Jacuzzi Brands Corp. (8)	Manufacturer of Bath and Spa Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.29%, Secured Debt (Maturity - June 28, 2023) (12)	3 month LIBOR	6,000		5,880		5,925
Joerns Healthcare, LLC (8)	Manufacturer and Distributor of Health Care Equipment & Supplies	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.70%, Secured Debt (Maturity - May 9, 2020)	3 month LIBOR	11,119		10,915		10,359
Kellermeyer Bergensons Services, LLC (8)	Outsourced Janitorial Services to Retail/Grocery Customers	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.73%, Secured Debt (Maturity - April 29, 2022) (14)	1 month LIBOR	14,700		14,611		14,149
Keypoint Government Solutions, Inc. (8) (11)	Provider of Pre-Employment Screening Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.30%, Secured Debt (Maturity - April 18, 2024)	3 month LIBOR	12,344		12,223		12,223
LaMi Products, LLC (8) (11)	General Merchandise Distribution	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.63%, Secured Debt (Maturity -September 16, 2020)	3 month LIBOR	11,367		11,220		11,354
Larchmont Resources, LLC	Oil & Gas Exploration & Production	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00% PIK, Secured Debt (Maturity - August 7, 2020)	3 month LIBOR	4,012		4,012		3,992
		Member units (Larchmont Intermediate Holdco, LLC) (4,806 units)	—	—		601		1,658
						4,613		5,650
Legendary Pictures Funding, LLC (8) (11)	Producer of TV, Film, and Comic Content	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.30%, Secured Debt (Maturity - April 22, 2020)	3 month LIBOR	$	8,020	$	7,920	$	8,030
LJ Host Merger Sub, Inc. (8)	Managed Services and Hosting Provider	LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.05%, Secured Debt (Maturity - December 13, 2019)	3 month LIBOR	16,137		15,657		15,714
		LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.03%, Secured Debt (Maturity - December 13, 2018)	3 month LIBOR	2,433		2,319		2,293
						17,976		18,007
Logix Acquisition Company, LLC (8) (11)	Competitive Local Exchange Carrier	LIBOR Plus 8.28% (Floor 1.00%), Current Coupon 9.59%, Secured Debt (Maturity - June 24, 2021)	3 month LIBOR	8,436		8,312		8,436
LSF9 Atlantis Holdings, LLC (8)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.06%, Secured Debt (Maturity - May 1, 2023)	1 month LIBOR	14,000		13,887		14,160
Meisler Operating, LLC (8) (13)	Provider of Short Term Trailer and Container Rental	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.72%, Secured Debt (Maturity - June 7, 2022)	3 month LIBOR	4,200		4,086		4,096
		Member Units (Milton Meisler Holdings, LLC) (8,000 units)	—	—		800		800
						4,886		4,896
MHVC Acquisition Corp. (8)	Provider of Differentiated Information Solutions, Systems Engineering and Analytics	LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.48%, Secured Debt (Maturity - April 29, 2024)	1 month LIBOR	10,500		10,448		10,631
Minute Key, Inc. (10) (13)	Operator of Automated Key Duplication Kiosk	10.00% Current / 2.00% PIK Secured Debt (Maturity - September 19, 2019) (14)	None	3,946		3,875		3,875
		Warrants (359,352 equivalent units, Expiration - May 20, 2025)	—	—		70		232
						3,945		4,107
NBG Acquisition, Inc. (8)	Wholesaler of Home Decor Products	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.91%, Secured Debt (Maturity - April 26, 2024)	6 month LIBOR	4,430		4,359		4,408
New Media Holdings II LLC (8) (9)	Local Newspaper Operator	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.48%, Secured Debt (Maturity - June 4, 2020)	1 month LIBOR	17,118		17,001		17,076
NNE Issuer, LLC (8) (11)	Oil & Gas Exploration & Production	LIBOR Plus 8.00%, Current Coupon 9.21%, Secured Debt (Maturity - March 2, 2022)	3 month LIBOR	9,042		8,955		8,955
North American Lifting Holdings, Inc. (8)	Crane Service Provider	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.80%, Secured Debt (Maturity - November 27, 2020)	3 month LIBOR	6,343		5,603		5,954
Novitex Acquisition, LLC (8)	Provider of Document Management Services	LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.07%, Secured Debt (Maturity - July 7, 2020)	3 month LIBOR	13,148		12,869		13,148
NTM Acquisition Corp. (8)	Provider of B2B Travel Information Content	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.34%, Secured Debt (Maturity - June 7, 2022)	1 month LIBOR	11,196		11,073		11,140
Pardus Oil & Gas, LLC	Oil & Gas Exploration and Production	13.00% PIK, Secured Debt (Maturity - November 12, 2021)	None	1,053		1,053		915
		5.00% PIK, Secured Debt (Maturity - May 13, 2022) (14)	None	543		543		145
		Class A units (1,331 units)	—	—		1,331		—
						2,927		1,060
Paris Presents, Inc. (8)	Branded Cosmetic and Bath Accessories	LIBOR Plus 8.75% (Floor 1.00%), Current Coupon 9.98%, Secured Debt (Maturity - December 31, 2021) (14)	1 month LIBOR	10,000		9,888		9,900
Parq Holdings, LP (8) (9)	Hotel and Casino Operator	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.71%, Secured Debt (Maturity - December 17, 2020)	1 month LIBOR	12,500		12,391		12,469
Permian Holdco 2, Inc.	Storage Tank Manufacturer	14.00% PIK Unsecured Debt (Maturity - October 15, 2021) (17)	None	529		529		529
		Series A Preferred Shares (Permian Holdco 1, Inc.) (386,255 units) (12.00% Cumulative) (16)	—	—		1,079		1,079
		Common Shares (Permian Holdco 1, Inc.) (386,255 units)	—	—		997		997
						2,605		2,605
Permian Holdings, Inc.	Storage Tank Manufacturer	10.50% Secured Debt (Maturity - January 15, 2018)	None	$	1,000	$	567	$	273
Pernix Therapeutics Holdings, Inc. (11)	Pharmaceutical Royalty - Anti-Migraine	12.00% Secured Debt (Maturity - August 1, 2020)	None	2,812		2,789		1,659
Pike Corporation (8)	Construction and Maintenance Services for Electric Transmission and Distribution Infrastructure	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.23%, Secured Debt (Maturity - June 22, 2022) (14)	1 month LIBOR	3,000		2,971		3,053
PPC/Shift, LLC (8) (11)	Provider of Digital Solutions to Automotive Industry	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.04%, Secured Debt (Maturity - December 22, 2021)	1 month LIBOR	6,913		6,777		6,913
Prowler Acquisition Corporation (8)	Specialty Distributor to the Energy Sector	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.80%, Secured Debt (Maturity - January 28, 2020)	3 month LIBOR	12,478		11,008		10,419
Redbox Automated Retail, LLC (8)	Operator of Home Media Entertainment Kiosks	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.79%, Secured Debt (Maturity - September 27, 2021)	1 month LIBOR	11,156		10,798		11,221
Renaissance Learning, Inc. (8)	Technology-based K-12 Learning Solutions	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.30%, Secured Debt (Maturity - April 11, 2022) (14)	1 month LIBOR	12,695		12,329		12,700
RGL Reservoir Operations, Inc. (8) (9)	Oil & Gas Equipment & Services	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.27%, Secured Debt (Maturity - August 13, 2021)	1 month LIBOR	3,890		3,814		671
RM Bidder, LLC (11)	Full-scale Film and Television Production and Distribution	Common Stock (1,854 units)	—	—		31		22
		Series A Warrants (124,915 equivalent units, Expiration - October 20, 2025)	—	—		284		—
		Series B Warrants (93,686 equivalent units, Expiration - October 20, 2025)	—	—		—		—
						315		22
Salient Partners, LP (8)	Provider of Asset Management Services	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.66%, Secured Debt (Maturity - June 9, 2021)	3 month LIBOR	11,358		11,079		11,017
Sigma Electric Manufacturing Corp. (8) (9) (11)	Manufacturer and Distributor of Electrical Fittings and Parts	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.55%, Secured Debt (Maturity - October 13, 2021)	3 Month LIBOR	12,469		12,194		12,469
Sorenson Communications, Inc.	Manufacturer of Communication Products for Hearing Impaired	9.00% Secured Debt (Maturity - October 31, 2020) (14)	None	14,210		13,804		14,068
		LIBOR Plus 5.75% (Floor 2.25%), Current Coupon 8.00%, Secured Debt (Maturity - April 30, 2020)	3 month LIBOR	2,962		2,945		2,982
						16,749		17,050
Strike, LLC (8)	Pipeline Construction and Maintenance Services	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.30%, Secured Debt (Maturity - November 30, 2022)	3 month LIBOR	10,250		9,947		10,505
Synagro Infrastructure Company, Inc. (8)	Waste Management Services	LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.55%, Secured Debt (Maturity - August 22, 2020)	3 month LIBOR	5,384		5,240		5,142
TE Holdings, LLC	Oil & Gas Exploration & Production	Common Units (72,785 units)	—	—		728		346
Teleguam Holdings, LLC (8)	Cable and Telecom Services Provider	LIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity - June 10, 2019) (14)	1 month LIBOR	7,397		7,389		7,397
		LIBOR Plus 4.00% (Floor 1.25%), Current Coupon 5.25%, Secured Debt (Maturity - December 10, 2018)	1 month LIBOR	7,120		7,016		7,120
						14,405		14,517
TMC Merger Sub Corp (8)	Refractory & Maintenance Services Provider	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - October 31, 2022)	1 month LIBOR	14,828		14,689		14,902
TOMS Shoes, LLC (8)	Global Designer, Distributor, and Retailer of Casual Footwear	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.70%, Secured Debt (Maturity - October 30, 2020)	3 month LIBOR	4,888		4,587		2,729
Turning Point Brands, Inc. (8) (9) (11)	Marketer/Distributor of Tobacco Products	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.27%, Secured Debt (Maturity - May 17, 2022)	1 month LIBOR	8,479		8,399		8,458
TVG-I-E CMN Acquisition, LLC (8)	Organic Lead Generation for Online Postsecondary Schools	LIBOR Plus 6.00%, Current Coupon 7.04%, Secured Debt (Maturity - November 3, 2021)	1 month LIBOR	6,378		6,263		6,378
UOS, LLC (8)	Specialty Equipment Sales and Rentals	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.80%, Secured Debt (Maturity - April 18, 2023)	3 month LIBOR	$	3,750	$	3,713	$	3,820
U.S. Telepacific Corp. (8)	Provider of Communications and Managed Services	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.23%, Secured Debt (Maturity - May 2, 2023)	1 month LIBOR	15,000		14,619		14,852
USJ-IMECO Holding Company, LLC (8)	Marine Interior Design and Installation	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.30%, Secured Debt (Maturity - April 16, 2020)	3 month LIBOR	8,464		8,441		8,485
Valley Healthcare Group, LLC (8) (10) (13)	Provider of Durable Medical Equipment	LIBOR Plus 12.50% (Floor 0.50%), Current Coupon 13.55%, Secured Debt (Maturity - December 29, 2020)	1 month LIBOR	3,172		3,122		3,122
		Preferred Member Units (Valley Healthcare Holding, LLC) (400 units)	—	—		400		400
						3,522		3,522
VCVH Holding Corp. (8)	Healthcare Technology Services Focused on Revenue Maximization	LIBOR Plus 9.25% (Floor 1.00%), Current Coupon 10.55%, Secured Debt (Maturity - June 1, 2024) (14)	3 month LIBOR	3,500		3,420		3,509
		LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.30%, Secured Debt (Maturity - June 1, 2023) (12)	3 month LIBOR	8,977		8,977		8,983
						12,397		12,492
VIP Cinema Holdings, Inc. (8)	Supplier of Luxury Seating to the Cinema Industry	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.30%, Secured Debt (Maturity - March 1, 2023)	3 month LIBOR	9,875		9,828		9,992
Vistar Media, Inc. (8) (11)	Operator of Digital Out-of-Home Advertising Platform	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.30%, Secured Debt (Maturity - February 16, 2022)	3 month LIBOR	3,375		3,074		3,074
		Warrants (64,025 equivalent units, February 17, 2027)	—	—		331		331
						3,405		3,405
Volusion, LLC (10) (13)	Provider of Online Software-as-a-Service eCommerce Solutions	11.50% Secured Debt (Maturity - January 24, 2020)	None	7,319		6,449		6,449
		Preferred Member Units (2,090,001 units)	—	—		6,000		6,000
		Warrants (784,866.80 equivalent units, Expiration - January 26, 2025)	—	—		1,104		1,011
						13,553		13,460
Wellnext, LLC (8) (11)	Manufacturer of Supplements and Vitamins	LIBOR Plus 9.00% (Floor 0.50%), Current Coupon 10.15%, Secured Debt (Maturity - May 23, 2021)	3 month LIBOR	9,930		9,847		9,930
Worley Claims Services, LLC (8) (11)	Insurance Adjustment Management and Services Provider	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.21%, Secured Debt (Maturity - October 31, 2020)	1 month LIBOR	5,794		5,759		5,794

Subtotal Non-Control/Non-Affiliate Investments (5) (87% of total portfolio investments at fair value)						$	948,958	$	925,298

Total Portfolio Investments						$	1,060,377	$	1,044,938

Short Term Investments (20)
Fidelity Institutional Money Market Funds (21)	—	Prime Money Market Portfolio, Class III Shares	—	—		$	11,057	$	11,057
UMB Bank Money Market Account (21)	—	—				268		268
US Bank Money Market Account (21)	—	—	—	—		13,321		13,321

Total Short Term Investments						$	24,646	$	24,646

(1) All investments are Middle Market portfolio investments, unless otherwise noted. All of the Company’s assets are encumbered as security for the Company’s credit agreements. See Note 5 - Borrowings.

(2) Debt investments are income producing, unless otherwise noted. Equity investments and warrants are non-income producing, unless otherwise noted.

(3) See Note 3 - Fair Value Hierarchy for Investments for summary geographic location of portfolio companies.

(4) Affiliate investments are generally defined by the Investment Company Act of 1940, as amended (the “1940 Act”), as investments in which between 5% and 25% of the voting securities are owned, or an investment in an investment company’s investment adviser, and the investments are not classified as Control investments.

(5) Non-Control/Non-Affiliate investments are generally defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(6) Control investments are generally defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.

(7) Principal is net of repayments. Cost represents amortized cost which is net of repayments and adjusted for the amortization of premiums and/or accretion of discounts, as applicable.

(8) Index based floating interest rate is subject to contractual minimum interest rates.

(9) The investment is not a qualifying asset in an eligible portfolio company under Section 55(a) of the 1940 Act. A business development company (“BDC”) may not acquire any asset other than qualifying assets in eligible portfolio companies unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s total assets. As of June 30, 2017, approximately 16.7% of the Company’s investments were considered non-qualifying.

(10) Investment is classified as a Lower Middle Market investment.

(11) Investment is classified as a Private Loan portfolio investment.

(12) Investment or portion of investment is under contract to purchase and met trade date accounting criteria as of June 30, 2017. Settlement occurred or is scheduled to occur after June 30, 2017.

(13) Investment serviced by Main Street Capital Corporation pursuant to servicing arrangements with the Company.

(14) Second lien secured debt investment.

(15) Investment is classified as an Other Portfolio investment.

(16) Income producing through dividends or distributions.

(17) Unsecured debt investment.

(18) Investment is on non-accrual status as of June 30, 2017.

(19) Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(20) Short term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less.

(21) Effective yield as of June 30, 2017 was approximately 0.01%.

(22) The 1, 2, 3, and 6-month London Interbank Offered Rate (“LIBOR”) rates were 1.23%, 1.25%, 1.30% and 1.45%, respectively, as of June 30, 2017. The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of June 30, 2017, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to June 30, 2017. The prime rate was 4.25% as of June 30, 2017.

(23) Transactions for the six months ended June 30, 2017 with HMS-ORIX SLF LLC are as follows:



			Six Months Ended June 30, 2017									Six Months Ended June 30, 2017
Company	Fair Value at December 31, 2016		Contributions (Cost)		Redemptions (Cost)		Net Unrealized Gain (Loss)			Fair Value at June 30, 2017		Net Realized Gain (Loss)		Dividend Income
HMS-ORIX SLF LLC^*	$	—	$	30,000	$	—	$	(23	)	$	29,977	$	—	$	—

* Together with ORIX Funds Corp. (“Orix”), the Company co-invests through HMS-ORIX SLF LLC (“HMS-ORIX”), which is organized as a Delaware limited liability company. Pursuant to the terms of the limited liability company agreement and through representation on the HMS-ORIX Board of Managers, the Company and Orix each have 50% voting control of HMS-ORIX and together will agree on all portfolio and investment decisions as well as all other significant actions for HMS-ORIX. Therefore, although the Company owns more than 25% of the voting securities of HMS-ORIX, the Company does not have control over HMS-ORIX for purposes of the 1940 Act or otherwise.

See notes to the condensed consolidated financial statements.



HMS Income Fund, Inc. Condensed Consolidated Schedule of Investments
As of December 31, 2016
(dollars in thousands)
Portfolio Company (1) (3)	Business Description	Type of Investment (2) (3)	Index Rate (22)	Principal (7)		Cost (7)		Fair Value

Control Investments (6)
GRT Rubber Technologies, LLC (8) (10) (13)	Engineered Rubber Product Manufacturer	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity - December 19, 2019)	1 month LIBOR	$	6,538	$	6,448	$	6,538
		Member Units (2,896 shares)	—	—		6,435		10,004
						12,883		16,542

Subtotal Control Investments (6) (2% of total investments at fair value)						$	12,883	$	16,542

Affiliate Investments (4)
AFG Capital Group, LLC (10) (13)	Provider of Rent-to-Own Financing Solutions and Services	Member Units (46 shares)	—	$	—	$	300	$	687
		Warrants (10 equivalent shares, Expiration - November 7, 2024)	—	—		65		167
						365		854
Clad-Rex Steel, LLC (10) (13)	Specialty Manufacturer of Vinyl-Clad Metal	LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity - December 20, 2021) (8)	1 month LIBOR	3,520		3,449		3,449
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity - December 20, 2018) (8)	1 month LIBOR	100		99		99
		Member Units (179 units)	—	—		1,820		1,820
		10.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (Maturity - December 20, 2036)	None	301		298		298
		Member Units (Clad-Rex Steel RE Investor, LLC) (200 units)	—	—		53		53
						5,719		5,719
EIG Traverse Co-Investment, LP (9) (15)	Investment Partnership	LP Interests (EIG Traverse Co-Investment, LP) (Fully diluted 22.20%) (16)	—	—		9,805		9,905
Freeport First Lien Loan Fund III, LP (9) (15)	Investment Partnership	LP Interests (Freeport First Lien Loan Fund III, LP) (Fully diluted 5.60%) (16)	—	—		4,763		4,763
Gamber-Johnson Holdings, LLC (8) (10) (13)	Manufacturer of Ruggedized Computer Mounting Systems	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.00%, Secured Debt (Maturity - June 24, 2021)	1 month LIBOR	6,020		5,902		5,964
		Member Units (2,155 units)		—		3,711		4,730
						9,613		10,694
Guerdon Modular Holdings, Inc. (10) (13)	Multi-Family and Commercial Modular Construction Company	9.00% Current / 4.00% PIK Secured Debt (Maturity - August 13, 2019)	None	2,668		2,621		2,642
		Common Stock (53,008 shares)	—	—		746		20
		Class B Preferred Stock (101,250 shares)	—	—		285		285
						3,652		2,947
Gulf Publishing Holdings, LLC (10) (13)	Energy Focused Media and Publishing	12.50% Secured Debt (Maturity - April 29, 2021)	None	2,500		2,455		2,455
		Member Units (781 shares)		—		781		781
						3,236		3,236
Hawk Ridge Systems, LLC (9) (10) (13)	Value-Added Reseller of Engineering Design and Manufacturing Solutions	10.00% Secured Debt (Maturity - December 2, 2021)	None	2,500		2,451		2,451
		Preferred Member Units (56 units)	—	—		713		713
		Preferred Member Units (HRS Services, ULC) (56 units)	—	—		38		38
						3,202		3,202
HW Temps LLC (8) (10) (13)	Temporary Staffing Solutions	LIBOR Plus 13.00% (Floor 1.00%), Current Coupon 14.00%, Secured Debt (Maturity - July 2, 2020)	1 month LIBOR	2,644		2,591		2,591
		Preferred Member Units (800 shares) (16)	—	—		986		985
						3,577		3,576
M.H. Corbin Holding, LLC (10) (13)	Manufacturer and Distributor of Traffic Safety Products	10.00% Secured Debt (Maturity - August 31, 2021)	None	3,325		3,299		3,299
		Preferred Member Units (1,000 shares)		—		1,500		1,500
						4,799		4,799

Mystic Logistics, Inc. (10) (13)	Logistics and Distribution Services Provider for Large Volume Mailers	12.00% Secured Debt (Maturity - August 15, 2019)	None	$	2,294	$	2,246	$	2,294
		Common Stock (1,468 shares) (16)	—	—		680		1,445
						2,926		3,739
SoftTouch Medical Holdings LLC (8) (10) (13)	Home Provider of Pediatric Durable Medical Equipment	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity - October 31, 2019)	1 month LIBOR	1,260		1,244		1,260
		Member Units (785 units) (16)	—	—		870		1,618
						2,114		2,878

Subtotal Affiliate Investments (4) (6% of total investments at fair value)						$	53,771	$	56,312

Non-Control/Non-Affiliate Investments (5)
Adams Publishing Group, LLC (8) (11)	Local Newspaper Operator	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity - November 3, 2020)	3 month LIBOR	$	7,589	$	7,459	$	7,589
ADS Tactical, Inc. (8) (11)	Value-Added Logistics and Supply Chain Solutions Provider	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity - December 31, 2022)	3 month LIBOR	10,000		9,750		9,750
Ahead, LLC (8) (11)	IT Infrastructure Value Added Reseller	LIBOR Plus 6.50%, Current Coupon 7.50%, Secured Debt (Maturity - November 2, 2020)	3 month LIBOR	9,500		9,267		9,536
Allflex Holdings III Inc. (8)	Manufacturer of Livestock Identification Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity - July 19, 2021) (14)	6 month LIBOR	14,922		15,012		14,936
American Scaffold Holdings, Inc. (8) (11)	Marine Scaffolding Service Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - March 31, 2022)	1 month LIBOR	7,359		7,257		7,323
American Teleconferencing Services, Ltd. (8)	Provider of Audio Conferencing and Video Collaboration Solutions	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - December 8, 2021)	3 month LIBOR	10,056		9,122		9,848
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity - June 6, 2022) (14)	3 month LIBOR	5,571		5,353		5,353
						14,475		15,201
AmeriTech College Operations, LLC (10) (13)	For-Profit Nursing and Healthcare College	13.00% Secured Debt (Maturity - January 31, 2020)	None	375		375		375
		10.00% Secured Debt (Maturity - November 30, 2019)	None	61		61		61
		13.00% Secured Debt (Maturity - November 30, 2019)	None	64		64		64
		Preferred Member Units (364 units, 5.00% cumulative) (16)	—	—		284		284
						784		784
AP Gaming I, LLC (8) (11)	Developer, Manufacturer and Operator of Gaming Machines	LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity - December 21, 2020)	3 month LIBOR	11,291		11,194		11,267
Apex Linen Service, Inc. (10) (13)	Industrial Launderers	13.00% Secured Debt (Maturity - October 30, 2022)	None	3,604		3,545		3,545
		LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - October 30, 2022)	1 month LIBOR	600		600		600
						4,145		4,145
Arcus Hunting, LLC (8) (11)	Manufacturer of Bowhunting and Archery Products and Accessories	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity - November 13, 2019)	1 month LIBOR	6,973		6,850		6,973
Artel, LLC (8) (12)	Provider of Secure Satellite Network and IT Solutions	LIBOR Plus 7.00% (Floor 1.25%), 7.25% Current/1.00% PIK, Current Coupon 8.25%, Secured Debt (Maturity - November 27, 2017)	3 month LIBOR	5,173		5,000		4,837