UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

 FORM 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2018
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)

 

(888) 220-6121

(Registrant’s telephone number, including area code)

Not applicable

(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 79,755,483 shares of common stock outstanding as of May 14, 2018.

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TABLE OF CONTENTS

 

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	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59
Item 4.	Controls and Procedures	60
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3.	Defaults Upon Senior Securities	61
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	62
Item 6.	Exhibits	63
Signatures		64

  

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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)

	March 31, 2018				December 31, 2017
	(Unaudited)
ASSETS
Portfolio investments at fair value:
Non-Control/Non-Affiliate investments (amortized cost: $925,303 and $948,029 as of March 31, 2018 and December 31, 2017, respectively)	$	909,632			$	922,898
Affiliate investments (amortized cost: $102,111 and $71,708 as of March 31, 2018 and December 31, 2017, respectively)	107,777				76,862
Control investments (amortized cost: $44,495 and $44,592 as of March 31, 2018 and December 31, 2017, respectively)	50,232				49,679
Total portfolio investments (amortized cost: $1,071,909 and $1,064,329 as of March 31, 2018 and December 31, 2017, respectively)	1,067,641				1,049,439
Cash and cash equivalents	24,469				45,791
Interest receivable	7,722				8,638
Receivable for securities sold	28,628				4,959
Prepaid and other assets	2,199				4,072
Deferred financing costs (net of accumulated amortization of $642 and $309 as of March 31, 2018 and December 31, 2017, respectively)	5,829				6,163
Total assets	$	1,136,488			$	1,119,062
LIABILITIES
Accounts payable and other liabilities	$	1,507			$	1,459
Stockholder distributions payable	4,757				4,772
Base management fees payable	5,694				5,682
Due to affiliates	51				59
Directors’ fees payable	15				17
Payable for securities purchased	19,398				29,284
Credit facilities payable	458,000				430,000
Total liabilities	489,422				471,273
Commitments and Contingencies (Note 12)
NET ASSETS
Common stock, $.001 par value; 150,000,000 shares authorized, 79,201,065 and 79,511,731 issued and outstanding as of March 31, 2018 and December 31, 2017, respectively	79				80
Additional paid-in capital	683,119				685,593
Accumulated distributions in excess of net investment income	(31,511		)		(22,660		)
Net unrealized depreciation on investments	(4,621		)		(15,224		)
Total net assets	647,066				647,789
Total liabilities and net assets	$	1,136,488			$	1,119,062
Net asset value per share	$	8.17			$	8.15

See notes to the condensed consolidated financial statements.

1

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HMS Income Fund, Inc.

Condensed Consolidated Statements of Operations

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

(Unaudited) 

	Three Months Ended
	March 31, 2018				March 31, 2017
INVESTMENT INCOME:
From non-control/non-affiliate investments:
Interest income	$	22,909			$	22,543
Fee income	268				710
Dividend income	303				202
From affiliate investments:
Interest income	1,764				963
Fee income	49				54
Dividend income	475				426
From control investments:
Interest income	156				168
Fee income	17				21
Dividend income	695				277
Total interest, fee and dividend income	26,636				25,364
EXPENSES:
Interest expense	5,128				3,995
Base management and incentive fees	5,709				6,645
Internal administrative services expenses	804				661
Offering costs	103				390
Professional fees	268				264
Insurance	48				48
Other general and administrative	443				327
Expenses before fee and expense waivers	12,503				12,330
Waiver of incentive fees	(15		)		(1,495		)
Waiver of internal administrative services expenses	(804		)		(661		)
Total expenses, net of fee and expense waivers	11,684				10,174
Net investment income before taxes	14,952				15,190
Income tax expense (benefit), including excise tax	102				48
NET INVESTMENT INCOME	14,850				15,142
NET REALIZED GAIN (LOSS) ON INVESTMENTS
Non-Control/Non-Affiliate investments	(10,809		)		2,640
Affiliate investments	912				—
Control investments	—				—
Total realized gain (loss) on investments	(9,897		)		2,640
NET REALIZED INCOME	4,953				17,782
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS
Non-Control/Non-Affiliate investments	9,463				(5,569		)
Affiliate investments	492				1,060
Control investments	649				(7		)
Total net change in unrealized appreciation (depreciation) on investments	10,604				(4,516		)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	15,557			$	13,266
PER SHARE INFORMATION - BASIC AND DILUTED
NET INVESTMENT INCOME PER SHARE	$	0.19			$	0.20
NET REALIZED INCOME PER SHARE	$	0.06			$	0.24
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE (EARNINGS PER SHARE)	$	0.19			$	0.18
DISTRIBUTIONS DECLARED PER SHARE	$	0.17			$	0.17
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED	79,846,665				74,853,781

See notes to the condensed consolidated financial statements.

2

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HMS Income Fund, Inc.

Condensed Consolidated Statements of Changes in Net Assets

(dollars in thousands, except number of shares)

(Unaudited) 

		Three Months Ended March 31, 2018				Three Months Ended March 31, 2017
Change in Net Assets from Operations:
Net investment income		$	14,850			$	15,142
Net realized gain (loss) on investments		(9,897		)		2,640
Net change in unrealized appreciation (depreciation) on investments		10,604				(4,516		)
Net increase in net assets resulting from operations		15,557				13,266
Change in Net Assets from Stockholders’ Distributions:
Distributions from net investment income		(13,803		)		(10,282		)
Distributions from net realized gain on investments		—				(2,640		)
Net decrease in net assets resulting from stockholders’ distributions		(13,803		)		(12,922		)
Change in Net Assets from Capital Share Transactions:
Issuance of common stock, net of issuance costs		—				17,569
Reinvestment of stockholder distributions		6,929				6,618
Repurchase of common stock		(9,406		)		(5,055		)
Net increase (decrease) in net assets resulting from capital share transactions		(2,477		)		19,132
Total Increase (Decrease) in Net Assets		(723		)		19,476
Net Assets at beginning of the period		647,789				597,833
Net Assets at end of the period		$	647,066			$	617,309
NAV per share at end of the period		$	8.17			$	8.16
Common shares outstanding, beginning of the period		79,511,731				73,382,971
Issuance of common shares		—				2,103,257
Issuance of common shares pursuant to distribution reinvestment plan		836,401				796,659
Repurchase of common shares		(1,147,067		)		(614,180		)
Common shares outstanding, end of the period		79,201,065				75,668,707

See notes to the condensed consolidated financial statements.

3

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HMS Income Fund, Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited) 

	Three Months Ended   March 31, 2018				Three Months Ended   March 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	15,557			$	13,266
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	133,039				137,798
Investments in portfolio companies	(181,813		)		(110,916		)
Net change in unrealized (appreciation) depreciation on portfolio investments	(10,604		)		4,516
Net realized (gain) loss on sale of portfolio investments	9,897				(2,640		)
Amortization of deferred financing costs	334				387
Amortization of deferred offering costs	103				390
Accretion of unearned income	(4,819		)		(4,091		)
Net payment-in-kind interest accrual	(212		)		(320		)
Changes in other assets and liabilities:
Interest receivable	916				(289		)
Prepaid and other assets	4,647				610
Base management fees payable	12				95
Due to affiliates	(8		)		15
Directors’ fees payable	(2		)		3
Accounts payable and other liabilities	29				277
Payable for unsettled trades	—				126
Net cash generated from (used in) operating activities	(32,924		)		39,227
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock	—				19,187
Redemption of common stock	(9,406		)		(5,055		)
Payment of selling commissions and dealer manager fees	—				(1,555		)
Payment of offering costs	(103		)		(375		)
Payment of stockholder distributions	(6,889		)		(6,158		)
Repayments on credit facilities payable	(100,000		)		(165,000		)
Proceeds from credit facilities payable	128,000				138,000
Payment of deferred financing costs	—				(556		)
Net cash generated from (used in) financing activities	11,602				(21,512		)
Net increase (decrease) in cash and cash equivalents	(21,322		)		17,715
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD	45,791				23,719
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	$	24,469			$	41,434

 

See notes to the condensed consolidated financial statements.

4

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HMS Income Fund, Inc. Consolidated Schedule of Investments
As of March 31, 2018
(dollars in thousands)
Portfolio Company (1) (3)	Business Description	Type of Investment (2) (3)	Index Rate (22)	Principal (7)			Cost (7)			Fair Value (26)
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)	Manufacturer of Engineered Rubber Products	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.66%, Secured Debt (Maturity - December 19, 2019)	1 month LIBOR	5,612			5,560			5,612
		Member Units (2,896 units)	—	—			6,435			11,535
							11,995			17,147
HMS-ORIX SLF LLC (9) (15)	Investment Partnership	Membership Interests (Fully diluted 60.00%) (16)	—	—			30,000			30,585
Subtotal Control Investments (6) (5% of total investments at fair value)							$	44,495		$	50,232
Affiliate Investments (4)
AFG Capital Group, LLC (10) (13)	Provider of Rent-to-Own Financing Solutions and Services	Member Units (46 units) (16)	—	$	—		$	300		$	940
		Warrants (10 equivalent units, Expiration - November 7, 2024)	—	—			65			225
							365			1,165
Brewer Crane Holdings, LLC (8) (10) (13)	Provider of Crane Rental and Operating Services	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.66%, Secured Debt (Maturity - January 9, 2023)	1 month LIBOR	2,478			2,433			2,433
		Preferred Member Units (737 units)	—	—			1,070			1,070
							3,503			3,503
Chamberlin HoldCo, LLC (8) (10) (13)	Roofing and waterproofing specialty subcontractor	LIBOR plus 10.00% (Floor 1.00%), Current Coupon 12.13%, (Maturity - February 23, 2023)	3 month LIBOR	5,400			5,267			5,267
		Member Units (1,087 units)	—	—			2,860			2,860
							8,127			8,127
Charlotte Russe, Inc.	Fast-Fashion Retailer to Young Women	8.50% Secured Debt (Maturity - February 2, 2023)	None	6,285			6,285			6,222
		Common Stock (14,973 shares)	—	—			2,470			2,470
							8,755			8,692
Charps, LLC (10) (13)	Pipeline Maintenance and Construction	12.00% Secured Debt (Maturity - January 31, 2022)	None	4,200			4,111			4,113
		Preferred Member Units (400 units)	—	—			100			297
							4,211			4,410
Clad-Rex Steel, LLC (10) (13)	Specialty Manufacturer of Vinyl-Clad Metal	LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 11.16%, Secured Debt (Maturity - December 20, 2021) (8)	1 month LIBOR	3,320			3,266			3,320
		Member Units (179 units) (16)	—	—			1,820			2,444
		10.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (Maturity - December 19, 2036)	None	295			292			292
		Member Units (Clad-Rex Steel RE Investor, LLC) (200 units)	—	—			53			70
							5,431			6,126
Direct Marketing Solutions, Inc. (10) (13)	Provider of Omni-Channel Direct Marketing Services	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.75%, (Maturity - February 13, 2023) (8)	3 month LIBOR	4,680			4,555			4,565
		Preferred Stock (2,100 shares)	—	—			2,100			2,100
							6,655			6,665
Freeport Financial Funds (9) (15)	Investment Partnership	LP Interests (Freeport First Lien Loan Fund III, LP) (Fully diluted 5.60%) (16)	—	—			8,558			8,506
Gamber-Johnson Holdings, LLC (10) (13)	Manufacturer of Ruggedized Computer Mounting Systems	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.66%, Secured Debt (Maturity - June 24, 2021) (8)	1 month LIBOR	5,727			5,635			5,727
		Member Units (2,155 units) (16)	—	—			3,711			6,633
							9,346			12,360
Guerdon Modular Holdings, Inc. (10) (13)	Multi-Family and Commercial Modular Construction Company	13.00% Secured Debt (Maturity - March 1, 2019)	None	$	2,777		$	2,747		$	2,760
		LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.19%, Secured Debt (Maturity - March 1, 2019)	3 month LIBOR	70			68			70
		Common Stock (53,008 shares)	—	—			746			—
		Class B Preferred Stock (101,250 shares)	—	—			285			—
							3,846			2,830
Gulf Publishing Holdings, LLC (10) (13)	Energy Focused Media and Publishing	12.50% Secured Debt (Maturity - April 29, 2021)	None	3,175			3,129			3,129
		Member Units (781 shares)	—	—			920			1,210
							4,049			4,339
Harris Preston Fund Investments (15) (16)	Investment Partnership	LP Interests (HPEP 3, LP) (Fully diluted 9.60%) (9)	—	—			1,033			1,033
		LP Interests (2717 MH, LP) (Fully diluted 7.00%)	—	—			536			536
							1,569			1,569
Hawk Ridge Systems, LLC (9) (10) (13)	Value-Added Reseller of Engineering Design and Manufacturing Solutions	10.50% Secured Debt (Maturity - December 2, 2021)	None	3,575			3,516			3,575
		Preferred Member Units (56 units) (16)	—	—			713			1,555
		Preferred Member Units (HRS Services, ULC) (56 units) (16)	—	—			38			83
							4,267			5,213
HW Temps LLC (8) (10) (13)	Temporary Staffing Solutions	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.66%, Secured Debt (Maturity - July 2, 2020)	1 month LIBOR	2,493			2,458			2,458
		Preferred Member Units (800 units) (16)	—	—			986			985
							3,444			3,443
Market Force Information, Inc. (10) (13)	Provider of Customer Experience Management Services	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.01%, Secured Debt (Maturity - July 28, 2022) (8)	3 month LIBOR	5,720			5,620			5,620
		Member Units (170,000 units)	—	—			3,675			3,675
							9,295			9,295
M.H. Corbin Holding LLC (10) (13)	Manufacturer and Distributor of Traffic Safety Products	10.00% Secured Debt (Maturity - August 31, 2020)	None	3,106			3,057			3,057
		Preferred Member Units (1,000 units)	—	—			1,500			1,500
							4,557			4,557
Mystic Logistics Holdings, LLC (10) (13)	Logistics and Distribution Services Provider for Large Volume Mailers	12.00% Secured Debt (Maturity - August 15, 2019)	None	1,890			1,866			1,868
		Common Stock (1,468 shares) (16)	—	—			680			1,512
							2,546			3,380
NexRev, LLC (10) (13)	Provider of Energy Efficiency Products & Services	11.00% Secured Debt (Maturity - February 28, 2023)	None	4,360			4,264			4,274
		Preferred Member Units (21,600,000 units)	—	—			1,720			1,720
							5,984			5,994
NuStep, LLC (10) (13)	Designer, Manufacturer and Distributor of Fitness Equipment	12.00% Secured Debt (Maturity - January 31, 2022)	None	5,150			5,053			5,054
		Preferred Member Units (102 units)	—	—			2,550			2,549
							7,603			7,603
Subtotal Affiliate Investments (4) (10% of total investments at fair value)							$	102,111		$	107,777
Non-Control/Non-Affiliate Investments (5)
AAC Holdings Inc. (8)	Substance Abuse Treatment Service Provider	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.52%, Secured Debt (Maturity - June 30, 2023)	3 month LIBOR	$	14,782		$	14,488		$	15,041
Adams Publishing Group, LLC (8) (11)	Local Newspaper Operator	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.30%, Secured Debt (Maturity - November 3, 2020)	3 month LIBOR	9,894			9,702			9,894
ADS Tactical, Inc. (8) (11)	Value-Added Logistics and Supply Chain Solutions Provider to the Defense Industry	LIBOR Plus 7.50% (Floor 0.75%), Current Coupon 9.38%, Secured Debt (Maturity - December 31, 2022)	1 month LIBOR	$	12,948		$	12,651		$	12,778
Aethon United BR, LP (8) (11)	Oil & Gas Exploration & Production	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.46%, Secured Debt (Maturity - September 8, 2023) (14)	1 month LIBOR	3,438			3,390			3,390
Ahead, LLC (8) (11)	IT Infrastructure Value Added Reseller	LIBOR Plus 6.50%, Current Coupon 8.81%, Secured Debt (Maturity - November 2, 2020)	3 month LIBOR	5,623			5,523			5,658
Allflex Holdings III Inc. (8)	Manufacturer of Livestock Identification Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.74%, Secured Debt (Maturity - July 19, 2021) (14)	3 month LIBOR	13,964			14,054			14,055
American Scaffold Holdings, Inc. (8) (11)	Marine Scaffolding Service Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.80%, Secured Debt (Maturity - March 31, 2022)	3 month LIBOR	6,938			6,859			6,903
American Teleconferencing Services, Ltd. (8)	Provider of Audio Conferencing and Video Collaboration Solutions	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.29%, Secured Debt (Maturity - December 8, 2021)	2 month LIBOR	15,223			14,384			15,219
Apex Linen Service, Inc. (10) (13)	Industrial Launderers	16.00% Secured Debt (Maturity - October 30, 2022)	None	3,604			3,553			3,553
		LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.66%, Secured Debt (Maturity - October 30, 2022) (8)	1 month LIBOR	600			600			600
							4,153			4,153
Arcus Hunting, LLC (8) (11)	Manufacturer of Bowhunting and Archery Products and Accessories	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.69%, Secured Debt (Maturity - November 13, 2019)	1 month LIBOR	7,087			7,020			7,083
Arise Holdings, Inc. (11)	Tech-enabled business process outsourcing	Preferred Stock (1,000,000 shares)	—	—			1,000			1,000
ATI Investment Sub, Inc. (8)	Manufacturer of Solar Tracking Systems	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.13%, Secured Debt (Maturity - June 22, 2021)	1 month LIBOR	7,114			6,980			7,106
ATX Networks Corp. (8) (9)	Provider of Radio Frequency Management Equipment	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.31%, Current Coupon plus PIK 8.31%, Secured Debt (Maturity - June 11, 2021)	3 month LIBOR	14,324			14,120			13,321
BarFly Ventures, LLC (11)	Casual Restaurant Group	12.00% Secured Debt (Maturity - August 31, 2020)	None	2,905			2,865			2,905
		Warrants (.410 equivalent units, Expiration - August 31, 2025)	—	—			158			175
		Options (.731 equivalent units)	—	—			133			309
							3,156			3,389
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	1,000			988			971
		LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.66%, Secured Debt (Maturity - April 9, 2018) (8)	1 month LIBOR	180			180			180
		Member Units (200,000 units)	—	—			200			138
							1,368			1,289
Berry Aviation, Inc. (11)	Airline Charter Service Operator	Common Stock (138 shares)	—	—			100			368
BigName Commerce, LLC (8) (11)	Provider of Envelopes and Complimentary Stationery Products	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.94%, Secured Debt (Maturity - May 11, 2022)	1 month LIBOR	2,472			2,446			2,446
Binswanger Enterprises, LLC (8) (11)	Glass Repair and Installation Service Provider	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.31%, Secured Debt (Maturity - March 9, 2022)	3 month LIBOR	15,209			14,958			15,090
		Member Units (1,050,000 units)	—	—			1,050			1,000
							16,008			16,090
Bluestem Brands, Inc. (8)	Multi-Channel Retailer of General Merchandise	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.38%, Secured Debt (Maturity - November 6, 2020)	3 month LIBOR	12,803			12,649			9,026
Boccella Precast Products, LLC (10) (13)	Manufacturer of Precast Hollow Core Concrete	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.69%, Secured Debt (Maturity - June 30, 2022) (8)	1 month LIBOR	$	4,146		$	4,058		$	4,136
		Member Units (540,000 units)	—	—			540			1,215
							4,598			5,351
Brightwood Capital Fund Investments (9) (15)	Investment Partnership	LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 0.52%) (16)	—	—			4,075			3,488
		LP Interests (Brightwood Capital Fund IV, LP) (Fully diluted 1.58%) (16)	—	—			2,037			2,126
							6,112			5,614
Brundage-Bone Concrete Pumping, Inc.	Construction Services Provider	10.38% Secured Debt (Maturity - September 1, 2023) (14)	None	12,000			12,071			12,780
Buca C, LLC (10) (13)	Casual Restaurant Group	LIBOR Plus 9.25% (Floor 1.00%), Current Coupon 10.94%, Secured Debt (Maturity - June 30, 2020) (8)	1 month LIBOR	13,336			13,201			13,201
		Preferred Member Units (4 units, 6.00% cumulative) (16)	—	—			2,702			2,823
							15,903			16,024
Cadence Aerospace, LLC (8)	Aerospace Manufacturing	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.33%, Secured Debt (Maturity - November 14, 2023)	3 month LIBOR	14,962			14,820			14,820
CAI Software, LLC (10) (13)	Provider of Specialized Enterprise Resource Planning Software	12.00% Secured Debt (Maturity - October 10, 2019)	None	1,021			1,007			1,021
		Member Units (16,339 units) (16)	—	—			163			807
							1,170			1,828
CapFusion, LLC (9) (10) (13) (18)	Non-Bank Lender to Small Businesses	13.00% Secured Debt (Maturity - March 24, 2021) (18)	None	1,559			1,287			358
CDHA Management, LLC (8) (11)	Dental Services	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.76%, Secured Debt (Maturity - December 5, 2021)	3 month LIBOR	5,062			4,978			5,062
Central Security Group, Inc. (8)	Security Alarm Monitoring Service Provider	LIBOR Plus 5.63% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - October 6, 2021)	1 month LIBOR	7,461			7,444			7,480
Cenveo Corporation (18)	Provider of Commercial Printing, Envelopes, Labels, Printed Office Products	6.00% Secured Debt (Maturity - August 1, 2019) (18)	None	15,000			13,706			6,750
		LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.79%, Secured Debt (Maturity - November 2, 2018) (8)	1 month LIBOR	4,774			4,737			4,798
							18,443			11,548
Clarius BIGS, LLC (11) (18)	Prints & Advertising Film Financing	15.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	2,140			1,882			60
		20.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	773			680			22
							2,562			82
Clickbooth.com, LLC (8) (11)	Provider of Digital Advertising Performance Marketing Solutions	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.19%, Secured Debt (Maturity - December 5, 2022)	1 month LIBOR	2,981			2,925			2,925
Construction Supply Investments, LLC (11)	Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.88%, Secured Debt (Maturity - June 30, 2023) (8)	1 month LIBOR	6,938			6,903			6,920
		Member units (20,000 units)	—	—			3,723			3,723
							10,626			10,643
CTVSH, PLLC (8) (11) (13)	Emergency Care and Specialty Service Animal Hospital	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.01%, Secured Debt (Maturity - August 3, 2022)	1 month LIBOR	2,925			2,872			2,899
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	$	1,384		$	1,377		$	1,192
		8.00% Secured Debt (Maturity - May 30, 2018)	None	195			195			195
		Class A Preferred Member Units (1,530 units) (16)	—	—			131			24
		Class B Preferred Member Units (717 units)	—	—			670			—
							2,373			1,411
Digital River, Inc. (8)	Provider of Outsourced e-Commerce Solutions and Services	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.61%, Secured Debt (Maturity - February 12, 2021)	3 month LIBOR	9,779			9,687			9,779
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 10.13%, Secured Debt (Maturity - April 28, 2022) (14)	1 month LIBOR	10,901			10,528			9,756
Extreme Reach, Inc. (8) (12)	Integrated TV and Video Advertising Platform	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.13%, Secured Debt (Maturity - February 7, 2020)	1 month LIBOR	14,154			14,142			14,137
Felix Investments Holdings II, LLC (8) (11)	Oil and Gas Exploration and Production	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.30%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	3,333			3,270			3,270
Flavors Holdings, Inc. (8)	Global Provider of Flavoring and Sweetening Products and Solutions	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.05%, Secured Debt (Maturity - April 3, 2020)	3 month LIBOR	12,222			11,728			11,060
GoWireless Holdings, Inc. (8)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.38%, Secured Debt (Maturity - December 22, 2024)	3 month LIBOR	16,361			16,216			16,341
Hojeij Branded Foods, LLC (8) (11)	Multi-Airport, Multi-Concept Restaurant Operator	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.89%, Secured Debt (Maturity - July 20, 2022)	1 month LIBOR	12,077			11,976			12,077
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 9.15%, Secured Debt (Maturity - January 28, 2021)	3 month LIBOR	14,810			14,050			13,700
		LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity - January 28, 2020)	3 month LIBOR	7,500			6,715			6,703
							20,765			20,403
Houghton Mifflin Harcourt Publishers, Inc. (8) (12)	Provider of Educational Print and Digital Services	LIBOR Plus 3.00% (Floor 1.00%), Current Coupon 4.88%, Secured Debt (Maturity - May 28, 2021)	1 month LIBOR	14,975			14,085			13,721
Hunter Defense Technologies, Inc. (8) (12)	Provider of Military and Commercial Shelters and Systems	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.30%, Secured Debt (Maturity - March 29, 2023)	3 month LIBOR	22,478			21,973			21,973
Hydrofarm Holdings, LLC (8) (11)	Wholesaler of Horticultural Products	LIBOR Plus 7.00%, Current Coupon 8.73%, Secured Debt (Maturity - May 12, 2022)	3 month LIBOR	6,623			6,510			6,236
iEnergizer Limited (8) (9)	Provider of Business Outsourcing Solutions	LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.88%, Secured Debt (Maturity - May 1, 2019)	1 month LIBOR	10,079			9,893			10,092
Implus Footcare, LLC (8) (11)	Provider of Footwear and Related Accessories	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.74%, Secured Debt (Maturity - May 31, 2021)	3 month LIBOR	14,453			14,272			14,367
Industrial Services Acquisitions, LLC (11)	Industrial Cleaning Services	6.00% Current / 7.00% PIK, Current Coupon 13.00%, Unsecured Debt (Maturity - December 17, 2022) (17)	None	10,624			10,456			10,121
		Member Units (Industrial Services Investments, LLC) (336 units; 10.00% cumulative)	—	—			202			197
		Member Units (Industrial Services Investments, LLC) (2,100,000 units)	—	—			2,100			700
							12,758			11,018
Inn of the Mountain Gods Resort and Casino	Hotel & Casino Owner & Operator	9.25% Secured Debt (Maturity - November 30, 2020)	None	10,749			10,629			9,781
iPayment, Inc. (8)	Provider of Merchant Acquisition	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.62%, Secured Debt (Maturity - April 11, 2023)	3 month LIBOR	11,970			11,970			12,120
IronGate Energy Services, LLC (18)	Oil and Gas Services	11.00% Secured Debt (Maturity - July 1, 2018) (18)	None	5,825			5,827			1,893
Jackmont Hospitality, Inc. (8) (11)	Franchisee of Casual Dining Restaurants	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.40%, Secured Debt (Maturity - May 26, 2021)	1 month LIBOR	$	8,550		$	8,529		$	8,550
Jacuzzi Brands LLC (8)	Manufacturer of Bath and Spa Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.30%, Secured Debt (Maturity - June 28, 2023)	3 month LIBOR	5,888			5,778			5,946
Joerns Healthcare, LLC (8)	Manufacturer and Distributor of Health Care Equipment & Supplies	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.98%, Secured Debt (Maturity - May 9, 2020)	3 month LIBOR	11,119			10,964			10,331
Kellermeyer Bergensons Services, LLC (8)	Outsourced Janitorial Services to Retail/Grocery Customers	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.27%, Secured Debt (Maturity - April 29, 2022) (14)	3 month LIBOR	14,700			14,622			14,921
Keypoint Government Solutions, Inc. (8) (11)	Provider of Pre-Employment Screening Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.73%, Secured Debt (Maturity - April 18, 2024)	3 month LIBOR	11,875			11,770			11,875
LaMi Products, LLC (8) (11)	General Merchandise Distribution	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.53%, Secured Debt (Maturity -September 16, 2020)	3 month LIBOR	10,981			10,871			10,956
Larchmont Resources, LLC	Oil & Gas Exploration & Production	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.53%, Secured Debt (Maturity - August 7, 2020) (8)	3 month LIBOR	4,226			4,226			4,184
		Member units (Larchmont Intermediate Holdco, LLC) (4,806 units)	—	—			601			1,562
							4,827			5,746
LJ Host Merger Sub, Inc. (8)	Managed Services and Hosting Provider	LIBOR Plus 5.75% (Floor 1.25%), Current Coupon 7.63%, Secured Debt (Maturity - December 13, 2019)	1 month LIBOR	17,197			16,801			16,648
Logix Acquisition Company, LLC (8) (11)	Competitive Local Exchange Carrier	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.60%, Secured Debt (Maturity - December 22, 2024) (23)	1 month LIBOR	9,704			9,610			9,753
LSF9 Atlantis Holdings, LLC (8)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.69%, Secured Debt (Maturity - May 1, 2023)	1 month LIBOR	13,738			13,639			13,709
Lulu’s Fashion Lounge, LLC (8)(11)	Fast Fashion E-Commerce Retailer	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.88%, Secured Debt (Maturity - August 28, 2022)	1 month LIBOR	6,563			6,380			6,759
Meisler Operating, LLC (10) (13)	Provider of Short Term Trailer and Container Rental	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.20%, Secured Debt (Maturity - June 7, 2022) (8)	3 month LIBOR	4,740			4,627			4,635
		Member Units (Milton Meisler Holdings, LLC) (8,000 units)	—	—			1,214			1,393
							5,841			6,028
MHVC Acquisition Corp. (8)	Provider of Differentiated Information Solutions, Systems Engineering and Analytics	LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 7.56%, Secured Debt (Maturity - April 29, 2024)	3 month LIBOR	10,421			10,375			10,551
Minute Key, Inc. (10) (13)	Operator of Automated Key Duplication Kiosk	Warrants (359,352 equivalent units, Expiration - May 20, 2025)	—	—			70			293
NBG Acquisition, Inc. (8)	Wholesaler of Home Decor Products	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.95%, Secured Debt (Maturity - April 26, 2024)	1 month LIBOR	4,375			4,311			4,391
New Media Holdings II LLC (8) (9)	Local Newspaper Operator	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.13%, Secured Debt (Maturity - July 14, 2022)	1 month LIBOR	14,197			14,007			14,290
NNE Partners, LLC (8) (11)	Oil & Gas Exploration & Production	LIBOR Plus 8.00%, Current Coupon 10.02%, Secured Debt (Maturity - March 2, 2022)	3 month LIBOR	15,458			15,332			15,326
North American Lifting Holdings, Inc. (8)	Crane Service Provider	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 6.80%, Secured Debt (Maturity - November 27, 2020)	3 month LIBOR	6,294			5,698			5,954
Novetta Solutions, LLC (8)	Provider of Advanced Analytics Solutions for Defense Agencies	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.88%, Secured Debt (Maturity - October 17, 2022)	1 month LIBOR	12,094			11,794			11,771
NTM Acquisition Corp. (8)	Provider of B2B Travel Information Content	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.55%, Secured Debt (Maturity - June 7, 2022)	3 month LIBOR	10,763			10,659			10,710
Paris Presents, Inc. (8)	Branded Cosmetic and Bath Accessories	LIBOR Plus 8.75% (Floor 1.00%), Current Coupon 10.63%, Secured Debt (Maturity - December 31, 2021) (14)	1 month LIBOR	10,000			9,904			10,125
Pasha Group (8)	Diversified Logistics and Transportation Provided	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.37%, Secured Debt (Maturity - January 26, 2023)	2 month LIBOR	12,109			11,742			12,230
Permian Holdco 2, Inc.	Storage Tank Manufacturer	14.00% PIK Unsecured Debt (Maturity - October 15, 2021) (17)	None	$	891		$	891		$	891
		Series A Preferred Shares (Permian Holdco 1, Inc.) (386,255 units) (16)	—	—			1,997			2,524
		Common Shares (Permian Holdco 1, Inc.) (386,255 units)	—	—			—			25
							2,888			3,440
Pernix Therapeutics Holdings, Inc. (11)	Pharmaceutical Royalty	12.00% Secured Debt (Maturity - August 1, 2020)	None	2,652			2,634			1,714
Pier 1 Imports, Inc. (8) (9) (12)	Decorative Home Furnishings Retailer	LIBOR Plus 3.50% (Floor 1.00%), Current Coupon 5.95%, Secured Debt (Maturity - April 30, 2021)	3 month LIBOR	7,513			7,137			7,156
PPC/Shift, LLC (8) (11)	Provider of Digital Solutions to Automotive Industry	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.84%, Secured Debt (Maturity - December 22, 2021)	1 month LIBOR	6,781			6,668			6,781
Prowler Acquisition Corporation (8)	Specialty Distributor to the Energy Sector	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 6.34%, Secured Debt (Maturity - January 28, 2020)	3 month LIBOR	12,380			11,297			12,101
Radiology Partners, Inc. (8) (11)	Radiology Practice Providing Scan Interpretations	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.59%, Secured Debt (Maturity - December 4, 2023)	1 month LIBOR	9,731			9,585			9,749
Renaissance Learning, Inc. (8)	Technology-based K-12 Learning Solutions	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.30%, Secured Debt (Maturity - April 11, 2022) (14)	3 month LIBOR	12,695			12,374			12,773
Resolute Industrial, LLC (8) (11)	HVAC Equipment Rental and Remanufacturing	LIBOR Plus 7.62% (Floor 1.00%), Current Coupon 9.31%, Secured Debt (Maturity - July 26, 2022) (24)	3 month LIBOR	17,088			16,701			16,785
		Common Stock (601 units)	—	—			750			750
							17,451			17,535
RGL Reservoir Operations, Inc. (9) (11)	Oil & Gas Equipment & Services	1.00% Current / 9.00% PIK Secured Debt (Maturity - December 21, 2024)	None	738			433			410
RM Bidder, LLC (11)	Scripted and Unscripted TV and Digital Programming Provider	Common Stock (1,854 units)	—	—			31			11
		Series A Warrants (124,915 equivalent units, Expiration - October 20, 2025)	—	—			284			—
		Series B Warrants (93,686 equivalent units, Expiration - October 20, 2025)	—	—			—			—
							315			11
Salient Partners, LP (8)	Provider of Asset Management Services	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.32%, Secured Debt (Maturity - June 9, 2021)	1 month LIBOR	12,943			12,633			12,780
Smart Modular Technologies, Inc. (8) (9) (11)	Provider of Specialty Memory Solutions	LIBOR Plus 6.25%, (Floor 1.00%), Current Coupon 8.05%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	14,250			13,993			14,179
Sorenson Communications, Inc. (8)	Manufacturer of Communication Products for Hearing Impaired	LIBOR Plus 5.75% (Floor 2.25%), Current Coupon 8.06%, Secured Debt (Maturity - April 30, 2020)	3 month LIBOR	2,939			2,926			2,952
Strike, LLC (8)	Pipeline Construction and Maintenance Services	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.45%, Secured Debt (Maturity - November 30, 2022)	3 month LIBOR	9,375			9,138			9,516
		LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.02%, Secured Debt (Maturity - May 30, 2019)	3 month LIBOR	409			394			411
							9,532			9,927
Synagro Infrastructure Company, Inc. (8) (12)	Waste Management Services	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.80%, Secured Debt (Maturity - August 22, 2020)	3 month LIBOR	8,291			7,987			7,834
TE Holdings, LLC	Oil & Gas Exploration & Production	Common Units (72,785 units)	—	—			728			91
Teleguam Holdings, LLC (8)	Cable and Telecom Services Provider	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.38%, Secured Debt (Maturity - April 12, 2024) (14)	1 month LIBOR	7,750			7,606			7,808
TMC Merger Sub Corp (8)	Refractory & Maintenance Services Provider	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.19%, Secured Debt (Maturity - October 31, 2022) (25)	1 month LIBOR	19,022			18,882			19,166
TOMS Shoes, LLC (8)	Global Designer, Distributor, and Retailer of Casual Footwear	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.48%, Secured Debt (Maturity - October 30, 2020)	3 month LIBOR	$	4,850		$	4,612		$	2,862
Turning Point Brands, Inc. (8) (9) (11)	Marketer/Distributor of Tobacco Products	LIBOR Plus 7.00%, Current Coupon 8.70%, Secured Debt (Maturity - March 7, 2024) (14)	3 month LIBOR	8,500			8,415			8,670
TVG-I-E CMN Acquisition, LLC (8) (11)	Organic Lead Generation for Online Postsecondary Schools	LIBOR Plus 6.00%, (Floor 1.00%), Current Coupon 7.88%, Secured Debt (Maturity - November 3, 2021)	1 month LIBOR	11,098			10,910			11,098
U.S. Telepacific Corp. (8) (12)	Provider of Communications and Managed Services	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 7.30%, Secured Debt (Maturity - May 2, 2023)	3 month LIBOR	18,375			17,937			17,888
US Joiner Holding Company, LLC (8)	Marine Interior Design and Installation	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.88%, Secured Debt (Maturity - April 16, 2020)	1 month LIBOR	8,222			8,205			8,181
Valley Healthcare Group, LLC (10) (13)	Provider of Durable Medical Equipment	LIBOR Plus 12.50% (Floor 0.50%), Current Coupon 14.16%, Secured Debt (Maturity - December 29, 2020) (8)	1 month LIBOR	2,912			2,874			2,874
		Preferred Member Units (Valley Healthcare Holding, LLC) (400 units)	—	—			400			435
							3,274			3,309
VIP Cinema Holdings, Inc. (8)	Supplier of Luxury Seating to the Cinema Industry	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.31%, Secured Debt (Maturity - March 1, 2023)	3 month LIBOR	9,500			9,459			9,610
Vistar Media, Inc. (8) (11)	Operator of Digital Out-of-Home Advertising Platform	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.31%, Secured Debt (Maturity - February 16, 2022)	3 month LIBOR	3,319			3,059			3,102
		Warrants (70,207 equivalent units, Expiration - February 17, 2027)	—	—			331			600
							3,390			3,702
Volusion, LLC (10) (13)	Provider of Online Software-as-a-Service eCommerce Solutions	11.50% Secured Debt (Maturity - January 24, 2020)	None	7,172			6,523			6,523
		Preferred Member Units (2,090,001 units)	—	—			6,000			6,000
		Warrants (784,866.80 equivalent units, Expiration - January 26, 2025)	—	—			1,104			630
							13,627			13,153
Wellnext, LLC (8) (11)	Manufacturer of Supplements and Vitamins	LIBOR Plus 10.10% (Floor 1.00%), Current Coupon 11.98%, Secured Debt (Maturity - July 21, 2022) (23)	1 month LIBOR	9,930			9,861			10,228
Wireless Vision Holdings, LLC (8) (11)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 8.91% (Floor 1.00%), Current Coupon 10.80%, Secured Debt (Maturity - September 29, 2022) (23)	1 month LIBOR	12,867			12,556			12,603
Subtotal Non-Control/Non-Affiliate Investments (5) (85% of total portfolio investments at fair value)							$	925,303		$	909,632
Total Portfolio Investments							$	1,071,909		$	1,067,641
Short Term Investments (20)
Fidelity Institutional Money Market Funds (21)	—	Prime Money Market Portfolio, Class III Shares	—	—			$	—		$	—
US Bank Money Market Account (21)	—	—	—	—			10,998			10,998
Total Short Term Investments							$	10,998		$	10,998

(1) All investments are Middle Market portfolio investments, unless otherwise noted. All of the assets of HMS Income Fund, Inc. (the “Company”) 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. Fair value as of December 31, 2017 and March 31, 2018 along with transactions during the three months ended March 31, 2018 in these affiliated investments were as follows (in thousands):

						Three Months Ended March 31, 2018																Three Months Ended March 31, 2018
Affiliate Investments		Fair Value at December 31, 2017				Gross Additions (Cost)*				Gross Reductions (Cost)**				Net Unrealized Gain (Loss)				Fair Value at March 31, 2018				Net Realized Gain (Loss)			Interest Income			Fee Income			Dividend Income
AFG Capital Group, LLC
Member units		$	897			$	1			$	—			$	42			$	940			$	—		$	—		$	—		$	2
Warrants		215				—				—				10				225				—			—			—			—
Brewer Crane Holdings, LLC
Term loan		—				2,482				(49		)		—				2,433				—			68			—			—
Preferred member units		—				1,070				—				—				1,070				—			—			—			8
Chamberlin HoldCo, LLC
Term loan		—				5,402				(135		)		—				5,267				—			64			2			—
Member units		—				2,860				—				—				2,860				—			—			—			—
Charlotte Russe, Inc.
Term loan		—				6,285				—				(63		)		6,222				—			107			—			—
Common stock		—				2,470				—				—				2,470				—			—			—			—
Charps, LLC
Term loan		4,500				14				(400		)		(1		)		4,113				—			146			—			—
Preferred member units		163				—				—				134				297				—			—			—			—
Clad-Rex Steel, LLC
Term loan		3,320				3				—				(3		)		3,320				—			95			—			—
Member units		2,375				—				—				69				2,444				—			—			—			—
Term loan (Clad-Rex Steel RE Investor, LLC)		293				—				(1		)		—				292				—			8			—			—
Member units (Clad-Rex Steel RE Investor, LLC)		70				—				—				—				70				—			—			—			51
Direct Marketing Solutions, Inc.
Term loan						4,712				(147		)		—				4,565				—			88			3			—
Preferred stock		—				2,100				—				—				2,100				—			—			—			—
Freeport Financial Funds
LP interests		8,506				—				—				—				8,506				—			—			—			203
Gamber-Johnson Holdings, LLC
Term loan		5,850				6				(122		)		(7		)		5,727				—			188			—			—
Common stock		5,843				—				—				790				6,633				—			—			12			49
Guerdon Modular Holdings, Inc.
Term loan		2,660				103				—				(3		)		2,760				—			90			—			—
Term loan		—				70				—				—				70				—			1			—			—
Common stock		—				—				—				—				—				—			—			—			—
Class B preferred units		—				—				—				—				—				—			—			—			—
Gulf Publishing Holdings, LLC
Term loan		3,151				3				(25		)		—				3,129				—			103			—			—
Term loan		20				—				(20		)		—				—				—			—			—			—
Member units		1,210				—				—				—				1,210				—			—			—			—
Harris Preston Fund Investments
LP interests (HPEP 3, LP)		943				90				—				—				1,033				—			—			—			—
LP interests (2717 HM, LP)		536				—				—				—				536				—			—			—			—
Hawk Ridge Systems, LLC
Term loan		3,574				4				—				(3		)		3,575				—			98			—			—
Preferred member units		950				—				—				605				1,555				—			—			—			28
Preferred member units (HRS Services, ULC)		50				—				—				33				83				—			—			—			—
HWT, LLC
Term loan		2,454				—				—				4				2,458				—			83			—			—
Member units		985				—				—				—				985				—			—			9			—
Market Force Information, Inc.
Term loan		5,732				8				(120