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 September 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 80,334,279 shares of common stock outstanding as of November 10, 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	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	53

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54
Item 3.	Defaults Upon Senior Securities	54
Item 4.	Mine Safety Disclosures	54
Item 5.	Other Information	54
Item 6.	Exhibits	55

Signatures		56
Exhibit Index		57

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)



	September 30, 2017			December 31, 2016
	(Unaudited)
ASSETS
Portfolio investments at fair value:
Non-Control/Non-Affiliate investments (amortized cost: $996,358 and $935,741 as of September 30, 2017 and December 31, 2016, respectively)	$	967,475		$	916,393
Affiliate investments (amortized cost: $69,734 and $53,771 as of September 30, 2017 and December 31, 2016, respectively)	74,104			56,312
Control investments (amortized cost: $44,794 and $12,883 as of September 30, 2017 and December 31, 2016, respectively)	49,127			16,542
Total portfolio investments (amortized cost: $1,110,886 and $1,002,395 as of September 30, 2017 and December 31, 2016, respectively)	1,090,706			989,247

Cash and cash equivalents	39,709			23,719
Interest receivable	9,652			7,204
Receivable for securities sold	12,835			7,610
Prepaid and other assets	1,698			1,268
Deferred offering costs (net of accumulated amortization of $0 and $9,919 as of September 30, 2017 and December 31, 2016, respectively)	—			680
Deferred financing costs (net of accumulated amortization of $2,551 and $2,862 as of September 30, 2017 and December 31, 2016, respectively)	3,488			3,840
Total assets	$	1,158,088		$	1,033,568

LIABILITIES
Accounts payable and other liabilities	$	1,608		$	1,164
Payable for unsettled trades	152			932
Stockholder distributions payable	4,565			4,354
Base management fees payable	5,682			5,054
Due to affiliates	306			184
Directors’ fees payable	24			12
Payable for securities purchased	9,806			11,035
Notes payable	490,000			413,000
Total liabilities	512,143			435,735

Commitments and Contingencies (Note 12)

NET ASSETS
Common stock, $.001 par value; 150,000,000 shares authorized, 79,204,960 and 73,382,971 issued and outstanding as of September 30, 2017 and December 31, 2016, respectively	79			73
Additional paid-in capital	682,790			633,855
Accumulated distributions in excess of net investment income	(16,266		)	(22,602		)
Net unrealized depreciation	(20,658		)	(13,493		)
Total net assets	645,945			597,833

Total liabilities and net assets	$	1,158,088		$	1,033,568

Net asset value per share	$	8.16		$	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						Nine Months Ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
INVESTMENT INCOME:
From non-control/non-affiliate investments:
Interest income	$	22,752		$	20,055		$	67,852		$	59,731
Fee income	145			134			1,682			641
Dividend income	188			250			572			436
From affiliate investments:
Interest income	1,307			1,085			3,408			2,080
Fee income	53			37			156			170
Dividend income	582			406			1,563			939
From control investments:
Interest income	164			177			502			567
Fee income	15			20			56			60
Dividend income	125			70			452			70
Total interest, fee and dividend income	25,331			22,234			76,243			64,694
EXPENSES:
Interest expense	5,004			3,905			13,342			11,219
Base management and incentive fees	5,648			4,905			18,419			14,585
Administrative services expenses	694			529			2,228			1,636
Offering costs	881			290			1,679			422
Professional fees	141			162			465			833
Insurance	47			48			143			143
Other general and administrative	509			387			1,128			1,112
Expenses before fee and expense waivers	12,924			10,226			37,404			29,950
Waiver of incentive fees	—			—			(2,318		)	(493		)
Waiver of administrative services expenses	(694		)	(529		)	(2,228		)	(1,636		)
Total expenses, net of fee and expense waivers	12,230			9,697			32,858			27,821
Net investment income before taxes	13,101			12,537			43,385			36,873
Income tax expense (benefit), including excise tax	61			19			139			67
NET INVESTMENT INCOME	13,040			12,518			43,246			36,806
NET REALIZED GAIN (LOSS) FROM INVESTMENTS
Non-Control/Non-Affiliate investments	(227		)	(1,949		)	2,408			(11,964		)
Affiliate investments	951			—			951			—
Control investments	—			—			—			—
Total realized gain (loss) from investments	724			(1,949		)	3,359			(11,964		)
NET REALIZED INCOME	13,764			10,569			46,605			24,842
NET UNREALIZED APPRECIATION (DEPRECIATION)
Non-Control/Non-Affiliate investments	(5,533		)	11,891			(9,663		)	11,187
Affiliate investments	(48		)	(108		)	1,824			438
Control investments	531			(7		)	674			1,304
Total net unrealized appreciation (depreciation)	(5,050		)	11,776			(7,165		)	12,929
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	8,714		$	22,345		$	39,440		$	37,771
PER SHARE INFORMATION - BASIC AND DILUTED
NET INVESTMENT INCOME PER SHARE	$	0.16		$	0.18		$	0.56		$	0.55
NET REALIZED INCOME PER SHARE	$	0.18		$	0.15		$	0.61		$	0.37
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE (EARNINGS PER SHARE)	$	0.11		$	0.32		$	0.51		$	0.57
DISTRIBUTIONS DECLARED PER SHARE	$	0.17		$	0.17		$	0.52		$	0.52
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED	78,807,225			69,729,799			76,899,096			66,576,489

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)



	Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2016
Change in Net Assets from Operations:
Net investment income	$	43,246		$	36,806
Net realized gain (loss) on investments	3,359			(11,964		)
Net unrealized appreciation (depreciation)	(7,165		)	12,929
Net increase in net assets resulting from operations	39,440			37,771

Change in Net Assets from Stockholders’ Distributions:
Distributions from net investment income	(36,911		)	(34,994		)
Distributions from net realized gain on investments	(3,359		)	—
Net decrease in net assets resulting from stockholders’ distributions	(40,270		)	(34,994		)

Change in Net Assets from Capital Share Transactions:
Issuance of common stock, net of issuance costs	42,366			57,705
Reinvestment of stockholder distributions	20,594			18,263
Repurchase of common stock	(14,018		)	(8,423		)
Net increase in net assets resulting from capital share transactions	48,942			67,545

Total Increase in Net Assets	48,112			70,322
Net Assets at beginning of the period	597,833			491,652
Net Assets at end of the period	$	645,945		$	561,974

NAV per share at end of the period	$	8.16		$	7.92

Common shares outstanding, beginning of the period	73,382,971			62,382,044
Issuance of common shares	5,063,398			7,328,503
Issuance of common shares pursuant to distribution reinvestment plan	2,466,862			2,311,510
Repurchase of common shares	(1,708,271		)	(1,079,994		)
Common shares outstanding, end of the period	79,204,960			70,942,063

See notes to the condensed consolidated financial statements.

HMS Income Fund, Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in thousands)



	Nine Months Ended September 30, 2017			Nine Months Ended September 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	39,440		$	37,771
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	370,941			222,423
Investments in portfolio companies	(470,875		)	(275,098		)
Net unrealized (appreciation) depreciation of portfolio investments	7,165			(12,929		)
Net realized (gain) loss on sale of portfolio investments	(3,359		)	11,964
Amortization of deferred financing costs	1,013			1,115
Amortization of deferred offering costs	1,679			422
Accretion of unearned income	(10,793		)	(7,778		)
Net payment-in-kind interest accrual	(897		)	(255		)
Changes in other assets and liabilities:
Interest receivable	(2,448		)	873
Prepaid and other assets	(390		)	(9		)
Base management fees payable	628			(149		)
Due to affiliates	(83		)	491
Directors’ fees payable	12			15
Accounts payable and other liabilities	285			166
Payable for unsettled trades	(780		)	709
Net cash used in operating activities	(68,462		)	(20,269		)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock	46,041			63,447
Redemption of common shares	(14,018		)	(8,423		)
Payment of selling commissions and dealer manager fees	(3,511		)	(5,687		)
Payment of offering costs	(959		)	(1,226		)
Payment of stockholder distributions	(19,465		)	(16,375		)
Repayments on notes payable	(339,000		)	(255,000		)
Proceeds from notes payable	416,000			260,000
Payment of deferred financing costs	(636		)	(428		)
Net cash provided by financing activities	84,452			36,308

Net increase in cash and cash equivalents	15,990			16,039

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

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	$	39,709		$	40,040

See notes to the condensed consolidated financial statements.



HMS Income Fund, Inc. Condensed Consolidated Schedule of Investments
As of September 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 (27)

Control Investments (6)
Copper Trail Energy Fund I, LP (9)(15)(16)	Investment Partnership	LP Interests (Copper Trail Energy Fund I, LP) (Fully diluted 30.1%)	—	$	—	$	2,500	$	2,500
GRT Rubber Technologies, LLC (8) (10) (13)	Engineered Rubber Product Manufacturer	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.24%, Secured Debt (Maturity - December 19, 2019)	1 month LIBOR	5,925		5,859		5,925
		Member Units (2,896 shares)	—	—		6,435		10,186
						12,294		16,111
HMS-ORIX SLF LLC (9) (15) (23)	Investment Partnership	Membership Interests (Fully diluted 60.00%) (16)	—	—		30,000		30,516

Subtotal Control Investments (6) (5% of total investments at fair value)						$	44,794	$	49,127
Affiliate Investments (4)
AFG Capital Group, LLC (10) (13)	Provider of Rent-to-Own Financing Solutions and Services	Member Units (46 shares) (16)	—	$	—	$	300	$	782
		Warrants (10 equivalent shares, Expiration - November 7, 2024)	—	—		65		187
						365		969
Charps, LLC (10) (13)	Pipeline Maintenance and Construction	12.00% Secured Debt (Maturity - January 31, 2022)	None	4,600		4,492		4,495
		Preferred Member Units (400 units)	—	—		100		100
						4,592		4,595
Clad-Rex Steel, LLC (10) (13)	Specialty Manufacturer of Vinyl-Clad Metal	LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.74%, Secured Debt (Maturity - December 20, 2021) (8)	1 month LIBOR	3,420		3,360		3,420
		Member Units (179 units) (16)	—	—		1,820		2,130
		10.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (Maturity - December 19, 2036)	None	297		293		294
		Member Units (Clad-Rex Steel RE Investor, LLC) (200 units)	—	—		53		53
						5,526		5,897
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		7,507
Gamber-Johnson Holdings, LLC (8) (10) (13)	Manufacturer of Ruggedized Computer Mounting Systems	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.23%, Secured Debt (Maturity - June 24, 2021)	1 month LIBOR	5,920		5,816		5,920
		Member Units (2,155 units) (16)	—	—		3,711		5,740
						9,527		11,660
Guerdon Modular Holdings, Inc. (10) (13)	Multi-Family and Commercial Modular Construction Company	13.00% Secured Debt (Maturity - August 13, 2019)	None	2,677		2,640		2,658
		Common Stock (53,008 shares)	—	—		746		—
		Class B Preferred Stock (101,250 shares)	—	—		285		237
						3,671		2,895
Gulf Publishing Investor, LLC (10) (13)	Energy Focused Media and Publishing	12.50% Secured Debt (Maturity - April 29, 2021)	None	3,200		3,148		3,148
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.74%, Secured Debt (Maturity - April 29, 2021) (8)	3 month LIBOR	20		20		20
		Member Units (781 shares)	—	—		920		1,082
						4,088		4,250
Harris Preston & Partners Capital Funds (15)(16)	Investment Partnership	LP Interests (HPEP 3, LP) (Fully diluted 9.60%) (9)	—	—		943		943
		LP Interests (2717 MH, LP)(Fully diluted 7.00%)	—	—		400		400
						1,343		1,343


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	$	2,375	$	2,334	$	2,334
		Preferred Member Units (56 units)(16)	—	—		713		808
		Preferred Member Units (HRS Services, ULC) (56 units)(16)	—	—		38		43
						3,085		3,185
HW Temps LLC (8) (10) (13)	Temporary Staffing Solutions	LIBOR Plus 13.00% (Floor 1.00%), Current Coupon 14.24%, Secured Debt (Maturity - July 2, 2020)	1 month LIBOR	2,494		2,451		2,451
		Preferred Member Units (800 shares) (16)	—	—		986		985
						3,437		3,436
Market Force Information, Inc. (8)(10)(13)	Provider of Customer Experience Management Services	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.32%, Secured Debt (Maturity - July 28, 2022)	3 month LIBOR	5,880		5,766		5,766
		LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.32%, Secured Debt (Maturity - July 28, 2022)	1 month LIBOR	128		128		128
		Member Units (170,000 units)	—	—		3,675		3,675
						9,569		9,569
M.H. Corbin, Inc. (10) (13)	Manufacturer and Distributor of Traffic Safety Products	10.00% Secured Debt (Maturity - August 31, 2020)	None	3,194		3,172		3,172
		Preferred Member Units (1,000 shares)	—	—		1,500		1,500
						4,672		4,672
Mystic Logistics, Inc. (10) (13)	Logistics and Distribution Services Provider for Large Volume Mailers	12.00% Secured Debt (Maturity - August 15, 2019)	None	1,942		1,910		1,942
		Common Stock (1,468 shares) (16)	—	—		680		1,648
						2,590		3,590
NuStep, LLC (10) (13)	Designer, Manufacturer and Distributor of Fitness Equipment	12.00% Secured Debt (Maturity - January 31, 2022)	None	5,150		5,041		5,042
		Preferred Member Units (102 units)	—	—		2,550		2,550
						7,591		7,592
SoftTouch Medical Holdings LLC (8) (10) (13)	Home Provider of Pediatric Durable Medical Equipment	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.24%, Secured Debt (Maturity - October 31, 2019)	1 month LIBOR	1,260		1,249		1,260
		Member Units (785 units) (16)	—	—		870		1,684
						2,119		2,944

Subtotal Affiliate Investments (4) (7% of total investments at fair value)						$	69,734	$	74,104

Non-Control/Non-Affiliate Investments (5)
AAC Holding Corp. (8)	Substance Abuse Treatment Service Provider	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.06%, Secured Debt (Maturity - June 30, 2023)	3 month LIBOR	$	11,826	$	11,538	$	11,826
Adams Publishing Group, LLC (8) (11)	Local Newspaper Operator	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.33%, Secured Debt (Maturity - November 3, 2020)	3 month LIBOR	8,572		8,336		8,411
ADS Tactical, Inc. (8) (11)	Value-Added Logistics and Supply Chain Solutions Provider	LIBOR Plus 7.50% (Floor 0.75%), Current Coupon 8.83%, Secured Debt (Maturity - December 31, 2022)	3 month LIBOR	13,010		12,687		12,753
Aethon United BR, LP (8)(11)	Oil & Gas Exploration & Production	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.98%, Secured Debt (Maturity - September 8, 2023) (14)	3 month LIBOR	3,438		3,386		3,386
Ahead, LLC (8) (11)	IT Infrastructure Value Added Reseller	LIBOR Plus 6.50%, Current Coupon 7.84%, Secured Debt (Maturity - November 2, 2020)	3 month LIBOR	9,125		8,937		9,122
Allflex Holdings III Inc. (8)	Manufacturer of Livestock Identification Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.31%, Secured Debt (Maturity - July 19, 2021) (14)	3 month LIBOR	14,640		14,730		14,744
American Scaffold Holdings, Inc. (8) (11)	Marine Scaffolding Service Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.83%, Secured Debt (Maturity - March 31, 2022)	3 month LIBOR	7,125		7,037		7,089
American Teleconferencing Services, Ltd. (8)	Provider of Audio Conferencing and Video Collaboration Solutions	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.78%, Secured Debt (Maturity - December 8, 2021)	2 month LIBOR	$	9,663	$	8,858	$	9,349
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.74%, Secured Debt (Maturity - June 6, 2022) (14)	1 month LIBOR	5,571		5,324		5,533
						14,182		14,882
Apex Linen Service, Inc. (10) (13)	Industrial Launderers	13.00% Secured Debt (Maturity - October 30, 2022)	None	3,604		3,550		3,550
		LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.24%, Secured Debt (Maturity - October 30, 2022) (8)	1 month LIBOR	600		600		600
						4,150		4,150
Arcus Hunting, LLC (8) (11)	Manufacturer of Bowhunting and Archery Products and Accessories	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.30%, Secured Debt (Maturity - November 13, 2019)	1 month LIBOR	6,521		6,439		6,521
		LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 7.84%, Secured Debt (Maturity - November 13, 2019)	1 month LIBOR	2,048		2,041		2,041
						8,480		8,562
ATI Investment Sub, Inc. (8)	Manufacturer of Solar Tracking Systems	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.49%, Secured Debt (Maturity - June 22, 2021)	1 month LIBOR	7,614		7,462		7,595
ATX Networks Corp. (8) (9)	Provider of Radio Frequency Management Equipment	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.33%, Secured Debt (Maturity - June 11, 2021)	3 month LIBOR	14,588		14,390		14,442
BarFly Ventures, LLC (11)	Casual Restaurant Group	12.00% Secured Debt (Maturity - August 31, 2020)	None	2,905		2,860		2,905
		Warrants (.410 equivalent units, Expiration - August 31, 2025)	—	—		158		148
		Options (.731 equivalent units)	—	—		133		262
						3,151		3,315
BBB Tank Services, LLC (10) (13)	Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market	15.00% Secured Debt (Maturity - April 8, 2021)	None	1,007		992		999
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.74%, Secured Debt (Maturity - April 9, 2018) (8)	1 month LIBOR	200		200		200
		Member Units (200,000 units)	—	—		200		145
						1,392		1,344
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		1,393		1,407
		Common Stock (138 shares)	—	—		100		220
						1,493		1,627
BigName Commerce, LLC (8) (11)	Provider of Envelopes and Complimentary Stationery Products	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.55%, Secured Debt (Maturity - May 11, 2022)	1 month LIBOR	2,503		2,474		2,474
Binswanger Enterprises, LLC (8) (11)	Glass Repair and Installation Service Provider	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.33%, Secured Debt (Maturity - March 9, 2022)	3 month LIBOR	15,325		15,046		15,047
		Member Units (1,050,000 Class A units)	—	—		1,050		940
						16,096		15,987
Bluestem Brands, Inc. (8)	Multi-Channel Retailer of General Merchandise	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.77%, Secured Debt (Maturity - November 6, 2020)	3 month LIBOR	13,206		13,024		9,366
Boccella Precast Products, LLC (8)(10)(13)	Manufacturer of Precast Hollow Core Concrete	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.34%, Secured Debt (Maturity - June 30, 2022)	1 month LIBOR	4,100		4,000		4,011
		Member Units (540,000 units)	—	—		540		540
						4,540		4,551

Brightwood Capital Fund Investments (9) (15)	Investment Partnership	LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 0.52%) (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		12,076		12,360
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		13,965		13,965
		Preferred Member Units (4 units, 6.00% cumulative) (16)	—	—		2,702		2,740
						16,667		16,705
CAI Software, LLC (10) (13)	Provider of Specialized Enterprise Resource Planning Software	12.00% Secured Debt (Maturity - October 10, 2019)	None	871		859		871
		Member Units (16,339 units) (16)	—	—		163		760
						1,022		1,631
CapFusion Holding, LLC (9) (10) (13) (18)	Business Lender	13.00% Secured Debt (Maturity - March 25, 2021) (18)	None	2,830		2,555		1,661
		Warrants (400 equivalent units, Expiration - March 24, 2026)	—	—		300		—
						2,855		1,661
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	4,345		4,245		4,345
Cengage Learning, Inc. (8)	Provider of Educational Print and Digital Services	LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.49%, Secured Debt (Maturity - June 7, 2023)	1 month LIBOR	9,794		9,259		9,056
Cenveo Corporation	Provider of Commercial Printing, Envelopes, Labels, Printed Office Products	6.00% Secured Debt (Maturity - August 1, 2019)	None	15,000		13,526		11,888
Charlotte Russe, Inc. (8)	Fast-Fashion Retailer to Young Women	LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.82%, Secured Debt (Maturity - May 22, 2019)	3 month LIBOR	14,972		14,845		6,635
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 (9)(11)	Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.23%, Secured Debt (Maturity - June 30, 2023)(8)	—	7,313		7,276		7,276
		Member units (20,000 units)	—	—		3,723		3,723
						10,999		10,999
ContextMedia Health, LLC (8)	Provider of Healthcare Media Content	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity - December 23, 2021)	1 month LIBOR	9,625		8,743		9,589
Covenant Surgical Partners, Inc.	Ambulatory Surgical Centers	8.75% Secured Debt (Maturity - August 1, 2019)	None	9,500		9,500		9,812
CST Industries, Inc. (8)	Storage Tank Manufacturer	Prime Plus 5.25% (Floor 2.50%), Current Coupon 9.50%, Secured Debt (Maturity - May 22, 2017)	PRIME	2,759		2,768		2,690
		Prime Plus 5.25% (Floor 2.50%), Current Coupon 4.10%, Secured Debt (Maturity - October 14, 2017)	PRIME	482		482		482
						3,250		3,172
CTVSH, PLLC (8)(11)	Emergency Care and Specialty Service Animal Hospital	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.31%, Secured Debt (Maturity - August 3, 2022)	1 month LIBOR	3,000		2,942		2,942


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	$	1,348	$	1,338	$	1,263
		8.00% Secured Debt (Maturity - May 30, 2018)	None	150		150		150
		Class A Preferred Member Units (1,530 units, 15.00% cumulative) (16)	—	—		131		151
		Class B Preferred Member Units (717 units)	—	—		670		—
						2,289		1,564
Digital River, Inc. (8)	Provider of Outsourced e-Commerce Solutions and Services	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.82%, Secured Debt (Maturity - February 12, 2021)	3 month LIBOR	14,586		14,496		14,659
Digital Room, LLC (8)	Organic Lead Generation for Online Postsecondary Schools	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.24%, Secured Debt (Maturity - November 21, 2022)	1 month LIBOR	7,339		7,207		7,302
East West Copolymer & Rubber, LLC (10) (13) (18)	Manufacturer of Synthetic Rubbers	12.00% Secured Debt (Maturity - October 17, 2019) (18)	None	909		859		—
		Warrants (627,697 equivalent shares, Expiration - October 15, 2024)	—	—		13		—
						872		—
ECP-PF Holdings Groups, Inc. (8)(11)	Fitness Club Operator	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.30%, Secured Debt (Maturity - November 26, 2019)	1 month LIBOR	1,875		1,866		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 9.49%, Secured Debt (Maturity - April 28, 2022) (14)	1 month LIBOR	10,901		10,492		8,971
Extreme Reach, Inc. (8)(12)	Integrated TV and Video Advertising Platform	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.59%, Secured Debt (Maturity - February 7, 2020)	3 month LIBOR	8,849		8,834		8,845
Felix Investments Holdings II, LLC (8)(11)	Oil and Gas Exploration and Production	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.81%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	3,333		3,264		3,264
Flavors Holdings, Inc. (8)	Global Provider of Flavoring and Sweetening Products and Solutions	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.08%, Secured Debt (Maturity - April 3, 2020)	3 month LIBOR	12,592		11,979		11,994
GST Autoleather, Inc. (8)	Automotive Leather Manufacturer	Prime Plus 6.50% (Floor 2.00%), Current Coupon 10.75%, Secured Debt (Maturity - July 10, 2020)	PRIME	17,297		16,784		13,405
Guitar Center, Inc.	Musical Instruments Retailer	6.50% Secured Debt (Maturity - April 15, 2019)	None	15,015		14,395		13,626
Hojeij Branded Foods, LLC (8) (11)	Multi-Airport, Multi-Concept Restaurant Operator	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.31%, Secured Debt (Maturity - July 20, 2022)	3 month LIBOR	16,957		16,756		16,957
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 8.56%, Secured Debt (Maturity - January 28, 2021)	3 month LIBOR	14,886		14,011		13,695
Hunter Defense Technologies, Inc. (8)	Provider of Military and Commercial Shelters and Systems	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.31%, Secured Debt (Maturity - August 5, 2019)	3 month LIBOR	15,000		14,551		14,888
Hydrofarm Holdings, LLC (8) (11)	Wholesaler of Horticultural Products	LIBOR Plus 7.00%, Current Coupon 8.24%, Secured Debt (Maturity - May 12, 2022)	1 month LIBOR	6,708		6,582		6,582
iEnergizer Limited (8) (9)	Provider of Business Outsourcing Solutions	LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - May 1, 2019)	1 month LIBOR	11,209		10,898		11,181
Implus Footcare, LLC (8) (11)	Provider of Footwear and Other Accessories	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.08%, Secured Debt (Maturity - April 30, 2021)	3 month LIBOR	14,529		14,326		14,326
Indivior Finance, LLC (8) (9)	Specialty Pharmaceutical Company Treating Opioid Dependence	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.32%, Secured Debt (Maturity - December 19, 2019)	3 month LIBOR	7,628		7,393		7,694
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	10,583		10,403		10,583
		Member units (Industrial Services Investments, LLC) (2,100,000 units)	—	—		2,100		1,890
						12,503		12,473
Inn of the Mountain Gods Resort and Casino	Hotel & Casino Owner & Operator	9.25% Secured Debt (Maturity - November 30, 2020)	None	10,749		10,610		9,674
Intertain Group Limited (8) (9)	Business-to-Consumer Online Gaming Operator	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.74%, Secured Debt (Maturity - April 8, 2022)	1 month LIBOR	$	8,028	$	7,891	$	8,118
iPayment, Inc. (8)	Provider of Merchant Acquisition	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.31%, Secured Debt (Maturity - April 11, 2023)	3 month LIBOR	12,000		11,887		12,150
iQor US Inc. (8)	Business Process Outsourcing Services Provider	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.30%, Secured Debt (Maturity - April 1, 2021)	3 month LIBOR	7,698		7,336		7,648
IronGate Energy Services, LLC (18)	Oil and Gas Services	11.00% Secured Debt (Maturity - July 1, 2018) (18)	None	5,825		5,827		2,039
Jackmont Hospitality, Inc. (8) (11)	Franchisee of Casual Dining Restaurants	LIBOR Plus 6.75% (Floor 1.00%)/ 2.50% PIK , Current Coupon 7.99%, Secured Debt (Maturity - May 26, 2021)	1 month LIBOR	8,780		8,755		8,780
Jacuzzi Brands Corp. (8)	Manufacturer of Bath and Spa Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.33%, Secured Debt (Maturity - June 28, 2023)	3 month LIBOR	5,963		5,845		5,933
Joerns Healthcare, LLC (8)	Manufacturer and Distributor of Health Care Equipment & Supplies	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.82%, Secured Debt (Maturity - May 9, 2020)	3 month LIBOR	11,119		10,931		10,429
Kellermeyer Bergensons Services, LLC (8)	Outsourced Janitorial Services to Retail/Grocery Customers	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.81%, Secured Debt (Maturity - April 29, 2022) (14)	3 month LIBOR	14,700		14,615		14,333
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	12,188		12,072		12,072
LaMi Products, LLC (8) (11)	General Merchandise Distribution	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.82%, Secured Debt (Maturity -September 16, 2020)	3 month LIBOR	11,239		11,105		11,214
Larchmont Resources, LLC (8)	Oil & Gas Exploration & Production	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.22%, Secured Debt (Maturity - August 7, 2020)	3 month LIBOR	4,013		4,013		3,933
		Member units (Larchmont Intermediate Holdco, LLC) (4,806 units)	—	—		601		1,658
						4,614		5,591
Legendary Pictures Funding, LLC (8) (11)	Producer of TV, Film, and Comic Content	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.33%, Secured Debt (Maturity - April 22, 2020)	3 month LIBOR	8,020		7,928		7,920
LJ Host Merger Sub, Inc. (8)	Managed Services and Hosting Provider	LIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.08%, Secured Debt (Maturity - December 13, 2019)	3 month LIBOR	16,137		15,694		15,714
		LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.06%, Secured Debt (Maturity - December 13, 2018)	3 month LIBOR	2,433		2,339		2,293
						18,033		18,007
Logix Acquisition Company, LLC (8) (11)	Competitive Local Exchange Carrier	LIBOR Plus 8.29% (Floor 1.00%), Current Coupon 9.53%, Secured Debt (Maturity - June 24, 2021) (24)	1 month LIBOR	8,358		8,241		8,358
LSF9 Atlantis Holdings, LLC (8)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.24%, Secured Debt (Maturity - May 1, 2023)	1 month LIBOR	13,913		13,805		13,997
Lulu’s Fashion Lounge, LLC (8)(11)	Fast Fashion E-Commerce Retailer	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.24%, Secured Debt (Maturity - August 23, 2022)	1 month LIBOR	6,818		6,616		6,767
Meisler Operating, LLC (10) (13)	Provider of Short Term Trailer and Container Rental	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.80%, Secured Debt (Maturity - June 7, 2022) (8)	3 month LIBOR	4,200		4,091		4,100
		Member Units (Milton Meisler Holdings, LLC) (8,000 units)	—	—		800		800
						4,891		4,900
MHVC Acquisition Corp. (8)	Provider of Differentiated Information Solutions, Systems Engineering and Analytics	LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.49%, Secured Debt (Maturity - April 29, 2024)	1 month LIBOR	10,474		10,424		10,592
Minute Key, Inc. (10) (13)	Operator of Automated Key Duplication Kiosk	12.00% Secured Debt (Maturity - September 19, 2019) (14)	None	4,146		4,079		4,146
		Warrants (359,352 equivalent units, Expiration - May 20, 2025)	—	—		70		263
						4,149		4,409
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	$	4,361	$	4,408
New Media Holdings II LLC (8) (9)	Local Newspaper Operator	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.49%, Secured Debt (Maturity - July 14, 2022)	1 month LIBOR	17,075		16,791		17,102
NNE Issuer, LLC (8) (11)	Oil & Gas Exploration & Production	LIBOR Plus 8.00%, Current Coupon 9.32%, Secured Debt (Maturity - March 2, 2022)	3 month LIBOR	10,500		10,407		10,407
North American Lifting Holdings, Inc. (8)	Crane Service Provider	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.83%, Secured Debt (Maturity - November 27, 2020)	3 month LIBOR	6,326		5,634		5,836
Novetta Solutions, LLC (8)(12)	Provider of Advanced Analytics Solutions for Defense Agencies	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.34%, Secured Debt (Maturity - October 17, 2022)	3 month LIBOR	8,649		8,421		8,411
NTM Acquisition Corp. (8)	Provider of B2B Travel Information Content	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.55%, Secured Debt (Maturity - June 7, 2022)	3 month LIBOR	11,052		10,935		10,997
Pardus Oil & Gas, LLC	Oil & Gas Exploration and Production	13.00% PIK, Secured Debt (Maturity - November 12, 2021)	None	1,053		1,053		693
		5.00% PIK, Secured Debt (Maturity - May 13, 2022) (14)	None	543		543		70
		Class A units (1,331 units)	—	—		1,331		—
						2,927		763
Paris Presents, Inc. (8)	Branded Cosmetic and Bath Accessories	LIBOR Plus 8.75% (Floor 1.00%), Current Coupon 9.99%, Secured Debt (Maturity - December 31, 2021) (14)	1 month LIBOR	10,000		9,894		9,900
Parq Holdings, LP (8) (9)	Hotel and Casino Operator	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.73%, Secured Debt (Maturity - December 17, 2020)	1 month LIBOR	12,500		12,337		12,469
Permian Holdco 2, Inc.	Storage Tank Manufacturer	14.00% PIK Unsecured Debt (Maturity - October 15, 2021) (17)	None	548		548		548
		Series A Preferred Shares (Permian Holdco 1, Inc.) (386,255 units) (12.00% Cumulative) (16)	—	—		2,109		2,109
		Common Shares (Permian Holdco 1, Inc.) (386,255 units)	—	—		—		—
						2,657		2,657
Permian Holdings, Inc.	Storage Tank Manufacturer	10.50% Secured Debt (Maturity - January 15, 2018)	None	1,000		760		290
Pernix Therapeutics Holdings, Inc. (11)	Pharmaceutical Royalty - Anti-Migraine	12.00% Secured Debt (Maturity - August 1, 2020)	None	2,737		2,716		1,725
PPC/Shift, LLC (8) (11)	Provider of Digital Solutions to Automotive Industry	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.33%, Secured Debt (Maturity - December 22, 2021)	3 month LIBOR	6,869		6,749		6,869
Prowler Acquisition Corporation (8)	Specialty Distributor to the Energy Sector	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.83%, Secured Debt (Maturity - January 28, 2020)	3 month LIBOR	12,445		11,101		11,076
PSC Industrial Holdings Corp. (8)	Diversified Industrial Service Provider	LIBOR Plus 4.75% (Floor 1.00%), Current Coupon 5.99%, Secured Debt (Maturity - December 5, 2020)	1 month LIBOR	5,596		5,275		5,587
Redbox Automated Retail, LLC (8)	Operator of Home Media Entertainment Kiosks	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.74%, Secured Debt (Maturity - September 27, 2021)	1 month LIBOR	10,500		10,176		10,605
Renaissance Learning, Inc. (8)	Technology-based K-12 Learning Solutions	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.33%, Secured Debt (Maturity - April 11, 2022) (14)	3 month LIBOR	12,695		12,344		12,854
Resolute Industrial, LLC (8) (11)	HVAC Equipment Rental and Remanufacturing	LIBOR Plus 6.40% (Floor 1.00%), Current Coupon 7.73%, Secured Debt (Maturity - July 26, 2022) (25)	3 month LIBOR	17,167		16,622		16,730
		Common Stock (601 units)	—	—		750		750
						17,372		17,480
RGL Reservoir Operations, Inc. (8) (9)	Oil & Gas Equipment & Services	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.32%, Secured Debt (Maturity - August 13, 2021)	3 month LIBOR	3,880		3,808		698


RM Bidder, LLC (11)	Full-scale Film and Television Production and Distribution	Common Stock (1,854 units)	—	$	—	$	31	$	17
		Series A Warrants (124,915 equivalent units, Expiration - October 20, 2025)	—	—		284		—
		Series B Warrants (93,686 equivalent units, Expiration - October 20, 2025)	—	—		—		—
						315		17
Salient Partners, LP (8)	Provider of Asset Management Services	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.80%, Secured Debt (Maturity - June 9, 2021)	3 month LIBOR	11,200		10,884		10,864
Sigma Electric Manufacturing Corp. (8) (9) (11)	Manufacturer and Distributor of Electrical Fittings and Parts	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.58%, Secured Debt (Maturity - October 13, 2021)	3 Month LIBOR	12,437		12,176		12,437
Smart Modular Technologies, Inc. (8)(9)(11)	Provider of Specialty Memory Solutions	LIBOR Plus 6.25%, (Floor 1.00%), Current Coupon 7.56%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	15,000		14,708		14,925
Sorenson Communications, Inc.	Manufacturer of Communication Products for Hearing Impaired	9.00% Secured Debt (Maturity - October 31, 2020) (14)	None	13,210		12,857		12,879
		LIBOR Plus 5.75% (Floor 2.25%), Current Coupon 8.00%, Secured Debt (Maturity - April 30, 2020)	3 month LIBOR	2,954		2,938		2,975
						15,795		15,854
Strike, LLC (8)	Pipeline Construction and Maintenance Services	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity - November 30, 2022)	3 month LIBOR	9,625		9,363		9,769
		LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.45%, Secured Debt (Maturity - May 30, 2019)	3 month LIBOR	500		475		513
						9,838		10,282
Synagro Infrastructure Company, Inc. (8)	Waste Management Services	LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.58%, Secured Debt (Maturity - August 22, 2020)	3 month LIBOR	5,384		5,250		5,142
TE Holdings, LLC	Oil & Gas Exploration & Production	Common Units (72,785 units)	—	—		728		218
Teleguam Holdings, LLC (8)	Cable and Telecom Services Provider	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.73%, Secured Debt (Maturity - July 25, 2024) (14)	1 month LIBOR	7,750		7,598		7,828
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) (26)	1 month LIBOR	14,734		14,602		14,808
TOMS Shoes, LLC (8)	Global Designer, Distributor, and Retailer of Casual Footwear	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.82%, Secured Debt (Maturity - October 30, 2020)	3 month LIBOR	4,875		4,595		2,331
Turning Point Brands, Inc. (8) (9) (11)	Marketer/Distributor of Tobacco Products	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.32%, Secured Debt (Maturity - May 17, 2022) (25)	3 month LIBOR	8,458		8,381		8,436
TVG-I-E CMN Acquisition, LLC (8)(11)	Organic Lead Generation for Online Postsecondary Schools	LIBOR Plus 6.00%, (Floor 1.00%), Current Coupon 7.24%, Secured Debt (Maturity - November 3, 2021)	1 month LIBOR	6,338		6,229		6,338
U.S. Telepacific Corp. (8)	Provider of Communications and Managed Services	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.32%, Secured Debt (Maturity - May 2, 2023)	3 month LIBOR	14,963		14,597		14,611
USJ-IMECO Holding Company, LLC (8)	Marine Interior Design and Installation	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.34%, Secured Debt (Maturity - April 16, 2020)	3 month LIBOR	8,264		8,243		8,202
Valley Healthcare Group, LLC (8) (10) (13)	Provider of Durable Medical Equipment	LIBOR Plus 12.50% (Floor 0.50%), Current Coupon 13.74%, Secured Debt (Maturity - December 29, 2020)	1 month LIBOR	2,962		2,918		2,918
		Preferred Member Units (Valley Healthcare Holding, LLC) (400 units)	—	—		400		400
						3,318		3,318
VIP Cinema Holdings, Inc. (8)	Supplier of Luxury Seating to the Cinema Industry	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.34%, Secured Debt (Maturity - March 1, 2023)	3 month LIBOR	9,750		9,705		9,854

Vistar Media, Inc. (8) (11)	Operator of Digital Out-of-Home Advertising Platform	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.33%, Secured Debt (Maturity - February 16, 2022)	3 month LIBOR	$	3,375	$	3,086	$	3,088
		Warrants (64,025 equivalent units, Expiration - February 17, 2027)	—	—		331		331
						3,417		3,419
Volusion, LLC (10) (13)	Provider of Online Software-as-a-Service eCommerce Solutions	11.50% Secured Debt (Maturity - January 24, 2020)	None	7,172		6,385		6,385
		Preferred Member Units (2,090,001 units)	—	—		6,000		6,000
		Warrants (784,866.80 equivalent units, Expiration - January 26, 2025)	—	—		1,104		960
						13,489		13,345
Wellnext, LLC (8) (11)	Manufacturer of Supplements and Vitamins	LIBOR Plus 7.50% (Floor 0.50%), Current Coupon 8.74%, Secured Debt (Maturity - July 21, 2022) (24)	1 month LIBOR	9,930		9,852		9,930
Wireless Vision Holdings, LLC (8)(11)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.83%, Secured Debt (Maturity - September 29, 2022) (24)	3 month LIBOR	6,711		6,369		6,369
Wirepath, LLC (8)	E-Commerce Provider Into Connected Home Market	LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.56%, Secured Debt (Maturity - August 5, 2024)	3 month LIBOR	11,500		11,443		11,593

Subtotal Non-Control/Non-Affiliate Investments (5) (89% of total portfolio investments at fair value)						$	996,358	$	967,475

Total Portfolio Investments						$	1,110,886	$	1,090,706

Short Term Investments (20)
Fidelity Institutional Money Market Funds (21)	—	Prime Money Market Portfolio, Class III Shares	—	—		$	21,316	$	21,316
UMB Bank Money Market Account (21)	—	—				532		532
US Bank Money Market Account (21)	—	—	—	—		14,409		14,409

Total Short Term Investments						$	36,257	$	36,257

(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 September 30, 2017, approximately 15.6% of the Company’s total assets 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 September 30, 2017. Settlement occurred or is scheduled to occur after September 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 September 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 September 30, 2017 was approximately 0.01%.

(22) The 1, 2, 3, and 6-month London Interbank Offered Rate (“LIBOR”) rates were 1.24%, 1.27%, 1.34% and 1.51%, respectively, as of September 30, 2017. The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of September 30, 2017, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to September 30, 2017. The prime rate was 4.25% as of September 30, 2017.

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



			Nine Months Ended September 30, 2017								Nine Months Ended September 30, 2017
Company	Fair Value at December 31, 2016		Contributions (Cost)		Redemptions (Cost)		Net Unrealized Gain (Loss)		Fair Value at September 30, 2017		Net Realized Gain (Loss)		Dividend Income
HMS-ORIX SLF LLC^*	$	—	$	30,000	$	—	$	516	$	30,516	$	—	$	—

* 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.

(24) The Company has entered into an intercreditor agreement that entitles the Company to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche receives priority over the "last out" tranche with respect to payments of principal, interest and any other amounts due thereunder. Therefore, the Company receives a higher interest rate than the contractual stated interest rate of LIBOR plus 7.50% (Floor 1.00%) per the credit agreement and the Condensed Consolidated Schedule of Investments above reflects such higher rate.

(25) As part of the credit agreement with the portfolio company, the Company is entitled to the "last out" tranche of the first lien secured loans, whereby the "first out" tranche receives priority over the "last out" tranche with respect to payments of principal, interest and any other amounts due thereunder. The rate the Company receives per the credit agreement is the same as the rate reflected in the Condensed Consolidated Schedule of Investments above.

(26) The Company has entered into an intercreditor agreement that entitles the Company to the "first out" tranche of the first lien secured loans, whereby the "first out" tranche receives priority over the "last out" tranche with respect to payments of principal, interest and any other amounts due thereunder. Therefore, the Company receives a lower interest rate than the contractual stated interest rate of LIBOR plus 6.64% (Floor 1.00%) per the credit agreement and the Condensed Consolidated Schedule of Investments above reflects such lower rate.

(27) The fair value of the investment was determined using significant unobservable inputs. See Note 3 - Fair Value Hierarchy for Investments.

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)