UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One) | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | |
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:
(Exact name of registrant as specified in its charter)
|
|
|
|
(
(Registrant’s telephone number including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol |
| Name of Each Exchange on Which |
None | N/A | N/A |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares outstanding of the issuer’s common stock as of August 12, 2022 was
TABLE OF CONTENTS
MSC INCOME FUND, INC.
Consolidated Balance Sheets
(in thousands, except shares and per share amounts)
June 30, | December 31, | |||||
| 2022 |
| 2021 | |||
ASSETS |
| (Unaudited) |
|
| ||
Investments at fair value: |
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|
| |||
Control investments (cost: $30,100 and $28,903 as of June 30, 2022 and December 31, 2021, respectively) | $ | 49,166 | $ | 46,583 | ||
Affiliate investments (cost: $221,056 and $209,971 as of June 30, 2022 and December 31, 2021, respectively) |
| 245,731 |
| 234,158 | ||
Non‑Control/Non‑Affiliate investments (cost: $851,577 and $828,301 as of June 30, 2022 and December 31, 2021, respectively) |
| 810,780 |
| 796,395 | ||
Total investments (cost: $1,102,733 and $1,067,175 as of June 30, 2022 and December 31, 2021, respectively) |
| 1,105,677 |
| 1,077,136 | ||
Cash and cash equivalents |
| 9,995 |
| 25,813 | ||
Interest and dividend receivable |
| 10,238 |
| 12,991 | ||
Deferred financing costs (net of accumulated amortization of $1,797 and $1,290 as of June 30, 2022 and December 31, 2021, respectively) | 3,524 | 4,049 | ||||
Receivable for securities sold |
| 432 |
| 21,729 | ||
Prepaids and other assets | 1,575 | 2,059 | ||||
Total assets | $ | 1,131,441 | $ | 1,143,777 | ||
LIABILITIES |
|
| ||||
Credit facilities | $ | 351,688 | $ | 426,688 | ||
Series A Notes due 2026 (par: $150,000 and $77,500 as of June 30, 2022 and December 31, 2021, respectively) |
| 148,707 |
|
| 76,184 | |
Accounts payable and other liabilities |
| 2,121 |
|
| 3,159 | |
Interest payable | 3,978 | 3,093 | ||||
Dividend payable |
| 12,802 |
|
| 11,974 | |
Management and incentive fees payable |
| 5,108 |
| 5,339 | ||
Payable for securities purchased |
| — |
| 4,170 | ||
Deferred tax liability, net |
| 178 |
| — | ||
Total liabilities |
| 524,582 |
| 530,607 | ||
Commitments and contingencies (Note J) |
|
| ||||
NET ASSETS |
|
| ||||
Common stock, $0.001 par value per share (450,000,000 shares authorized; 80,011,721 and 79,826,605 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively) |
| 80 |
| 80 | ||
Additional paid‑in capital |
| 684,059 |
| 682,426 | ||
Total overdistributed earnings |
| (77,280) |
| (69,336) | ||
Total net assets |
| 606,859 |
| 613,170 | ||
Total liabilities and net assets | $ | 1,131,441 | $ | 1,143,777 | ||
NET ASSET VALUE PER SHARE | $ | 7.58 | $ | 7.68 | ||
The accompanying notes are an integral part of these consolidated financial statements
1
MSC INCOME FUND, INC.
Consolidated Statements of Operations
(in thousands, except shares and per share amounts)
(Unaudited)
Three Months Ended | Six Months Ended | ||||||||||||
| June 30, | June 30, |
| ||||||||||
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||||
INVESTMENT INCOME: |
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| ||||
Interest, fee and dividend income: |
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| |||||||
Control investments | $ | 1,039 | $ | 743 | $ | 2,040 | $ | 1,343 | |||||
Affiliate investments |
| 5,852 | 4,446 |
| 11,058 |
| 8,096 | ||||||
Non‑Control/Non‑Affiliate investments |
| 17,448 | 17,307 |
| 34,642 |
| 33,329 | ||||||
Total investment income |
| 24,339 | 22,496 |
| 47,740 |
| 42,768 | ||||||
EXPENSES: |
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|
|
| |||||||||
Interest |
| (5,299) | (3,300) |
| (9,827) |
| (6,464) | ||||||
Base management fees |
| (4,955) | (4,158) |
| (9,945) |
| (8,061) | ||||||
Internal administrative services expenses | (1,302) | (1,040) | (2,483) | (2,095) | |||||||||
General and administrative | (1,037) | (794) | (2,075) | (2,057) | |||||||||
Total expenses before expense waivers | (12,593) | (9,292) | (24,330) | (18,677) | |||||||||
Waiver of internal administrative services expenses |
| 1,149 | 1,040 |
| 2,179 |
| 2,095 | ||||||
Total expenses, net of expense waivers |
| (11,444) | (8,252) |
| (22,151) |
| (16,582) | ||||||
NET INVESTMENT INCOME |
| 12,895 | 14,244 |
| 25,589 |
| 26,186 | ||||||
NET REALIZED GAIN (LOSS): |
|
|
|
| |||||||||
Control investments |
| — | (2,470) |
| — |
| (2,470) | ||||||
Affiliate investments |
| 333 | — |
| 779 |
| — | ||||||
Non‑Control/Non‑Affiliate investments |
| 39 | 4,288 |
| (154) |
| 2,297 | ||||||
Realized loss on extinguishment of debt | — | — | — | (2,091) | |||||||||
Total net realized gain (loss) |
| 372 | 1,818 |
| 625 |
| (2,264) | ||||||
NET UNREALIZED APPRECIATION (DEPRECIATION): |
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|
|
| |||||||||
Control investments |
| 1,207 | 63 |
| 1,385 |
| (3) | ||||||
Affiliate investments |
| 415 | 5,027 |
| 492 |
| 6,030 | ||||||
Non‑Control/Non‑Affiliate investments |
| (12,371) | 2,737 |
| (8,894) |
| 6,993 | ||||||
Total net unrealized appreciation (depreciation) |
| (10,749) | 7,827 |
| (7,017) |
| 13,020 | ||||||
INCOME TAXES: |
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|
|
| |||||||||
Federal and state income, excise and other taxes |
| (638) | (434) |
| (981) |
| (830) | ||||||
Deferred taxes | (57) | — | (178) | — | |||||||||
Income tax benefit (provision) | (695) | (434) | (1,159) | (830) | |||||||||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $ | 1,823 | $ | 23,455 | $ | 18,038 | $ | 36,112 | |||||
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED | $ | 0.16 | $ | 0.18 | $ | 0.32 | $ | 0.33 | |||||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER | $ | 0.02 | $ | 0.29 | $ | 0.23 | $ | 0.45 | |||||
WEIGHTED-AVERAGE SHARES |
| 79,968,597 | 79,973,441 |
| 79,915,291 |
| 79,791,881 | ||||||
The accompanying notes are an integral part of these consolidated financial statements
2
MSC INCOME FUND, INC.
Consolidated Statements of Changes in Net Assets
(in thousands, except shares)
(Unaudited)
Common Stock | Additional | Total | ||||||||||||
Number of | Par | Paid‑In | Overdistributed | Total Net | ||||||||||
| Shares |
| Value |
| Capital |
| Earnings |
| Asset Value | |||||
Balances at December 31, 2020 |
| 79,608,304 | $ | 80 | $ | 682,028 | $ | (102,484) | $ | 579,624 | ||||
Net increase resulting from operations | — | — | — | 12,657 | 12,657 | |||||||||
Dividends to stockholders | — | — | — | (7,961) | (7,961) | |||||||||
Balances at March 31, 2021 | 79,608,304 | $ | 80 | $ | 682,028 | $ | (97,788) | $ | 584,320 | |||||
Offering of common stock | 67,114 | — | 500 | — | 500 | |||||||||
Dividend reinvestment | 424,455 | — | 3,162 | — | 3,162 | |||||||||
Common stock repurchased | (383,512) | — | (2,861) | — | (2,861) | |||||||||
Net increase resulting from operations | — | — | — | 23,455 | 23,455 | |||||||||
Dividends to stockholders | — | — | — | (9,964) | (9,964) | |||||||||
Balances at June 30, 2021 | 79,716,361 | $ | 80 | $ | 682,829 | $ | (84,297) | $ | 598,612 | |||||
Balances at December 31, 2021 | 79,826,605 | $ | 80 | $ | 682,426 | $ | (69,336) | $ | 613,170 | |||||
Dividend reinvestment | 533,062 | — | 4,212 | — | 4,212 | |||||||||
Common stock repurchased | (489,031) | — | (3,790) | — | (3,790) | |||||||||
Net increase resulting from operations | — | — | — | 16,213 | 16,213 | |||||||||
Dividends to stockholders | — | — | — | (13,178) | (13,178) | |||||||||
Balances at March 31, 2022 | 79,870,636 | $ | 80 | $ | 682,848 | $ | (66,301) | $ | 616,627 | |||||
Offering of common stock | 94,697 | — | 750 | — | 750 | |||||||||
Dividend reinvestment | 582,453 | 1 | 4,612 | — | 4,613 | |||||||||
Common stock repurchased | (536,065) | (1) | (4,151) | — | (4,152) | |||||||||
Net increase resulting from operations | — | — | — | 1,823 | 1,823 | |||||||||
Dividends to stockholders | — | — | — | (12,802) | (12,802) | |||||||||
Balances at June 30, 2022 | 80,011,721 | $ | 80 | $ | 684,059 | $ | (77,280) | $ | 606,859 | |||||
The accompanying notes are an integral part of these consolidated financial statements
3
MSC INCOME FUND, INC.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Six Months Ended | ||||||
June 30, | ||||||
2022 | 2021 | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net increase in net assets resulting from operations | $ | 18,038 | $ | 36,112 | ||
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities: | ||||||
Investments in portfolio companies | (115,879) | (223,398) | ||||
Proceeds from sales and repayments of debt investments in portfolio companies | 83,636 | 88,861 | ||||
Proceeds from sales and return of capital of equity investments in portfolio companies | 1,872 | 6,273 | ||||
Net unrealized (appreciation) depreciation | 7,017 | (13,020) | ||||
Net realized (gain) loss on the sale of portfolio investments | (625) | 173 | ||||
Realized loss on extinguishment of debt | — | 2,091 | ||||
Amortization of deferred financing costs | 697 | 593 | ||||
Amortization of deferred offering costs | — | 55 | ||||
Accretion of unearned income | (2,622) | (2,096) | ||||
Payment-in-kind interest | (1,940) | (3,411) | ||||
Deferred tax provision | 178 | — | ||||
Changes in other assets and liabilities: | ||||||
Interest and dividend receivable | 2,753 | (2,706) | ||||
Receivable for securities sold | 21,297 | (7,988) | ||||
Prepaid and other assets | 484 | 1,233 | ||||
Payable for securities purchased | (4,170) | 20,357 | ||||
Management and incentive fees payable | (231) | (44) | ||||
Interest payable | 885 | 2,485 | ||||
Accounts payable and other liabilities | (1,038) | (366) | ||||
Net cash provided by (used in) operating activities | 10,352 | (94,796) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Issuance of common stock | 750 | 500 | ||||
Redemption of common stock | (7,942) | (2,861) | ||||
Dividends paid | (16,329) | (4,798) | ||||
Repayments on Credit Facilities | (141,000) | (311,816) | ||||
Proceeds from Credit Facilities | 66,000 | 336,688 | ||||
Proceeds from Series A Notes due 2026 | 72,500 | 40,000 | ||||
Payment of deferred financing costs | (149) | (3,713) | ||||
Net cash provided by (used in) financing activities | (26,170) | 53,945 | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (15,818) | (40,851) | ||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 25,813 | 49,066 | ||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | 9,995 | $ | 8,215 | ||
Supplemental cash flow disclosures: | ||||||
Interest paid | $ | 5,788 | $ | 3,387 | ||
Taxes paid | $ | 1,562 | $ | 1,283 | ||
Non-cash financing activities: | ||||||
Value of shares issued pursuant to the DRIP | $ | 8,825 | $ | 3,162 | ||
The accompanying notes are an integral part of these consolidated financial statements
4
MSC INCOME FUND, INC.
Consolidated Schedule of Investments
June 30, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | Business Description | Type of Investment (2) (3) (15) | Investment Date (22) | Shares/Units | Rate (32) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||||
Control Investments (5) |
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Copper Trail Fund Investments | (12) (13) | Investment Partnership |
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| LP Interests (CTMH, LP) | (24) | 7/17/2017 | 38.8% |
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| $ | 835 | $ | 710 | ||
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GRT Rubber Technologies LLC |
| Manufacturer of Engineered Rubber Products |
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| Secured Debt |
| 12/19/2014 |
| 9.06% (L+8.00%) | 10/29/2026 | 19,152 | 18,953 | 19,152 | |||
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| Member Units | (8) | 12/19/2014 | 2,896 |
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| 6,435 | 22,750 | ||||
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| 25,388 | 41,902 | |||
Harris Preston Fund Investments | (12) (13) | Investment Partnership |
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| LP Interests (2717 MH, L.P.) | (24) | 10/1/2017 | 49.3% |
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| 3,877 | 6,554 | ||||
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Subtotal Control Investments (8.1% of net assets at fair value) |
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| $ | 30,100 | $ | 49,166 | |
Affiliate Investments (6) |
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AFG Capital Group, LLC |
| Provider of Rent-to-Own Financing Solutions and Services |
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| Preferred Member Units | (8) | 11/7/2014 | 46 |
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| $ | 300 | $ | 2,190 | ||
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Analytical Systems Keco Holdings, LLC |
| Manufacturer of Liquid and Gas Analyzers |
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| Secured Debt | (9) | 8/16/2019 |
| 12.00% (L+10.00%, Floor 2.00%) | 8/16/2024 | 1,201 | 1,156 | 1,156 | |||
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| Preferred Member Units |
| 8/16/2019 | 800 |
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| 800 | - | ||||
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| Preferred Member Units |
| 5/20/2021 | 607 |
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| 607 | 1,080 | ||||
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| Warrants | (27) | 8/16/2019 | 105 |
| 8/16/2029 | 79 | - | ||||
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| 2,642 | 2,236 | |||
ATX Networks Corp. | (11) | Provider of Radio Frequency Management Equipment |
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| Secured Debt | (9) | 9/1/2021 |
| 8.92% (L+7.50%, Floor 1.00%) | 9/1/2026 | 7,003 | 6,458 | 6,128 | |||
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| Unsecured Debt | (19) | 9/1/2021 |
| 10.00% PIK | 9/1/2028 | 3,246 | 2,167 | 2,256 | |||
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| Common Stock |
| 9/1/2021 | 585 |
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| - | - | ||||
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| 8,625 | 8,384 | |||
Barfly Ventures, LLC | (10) | Casual Restaurant Group |
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| Member Units |
| 10/26/2020 | 12 |
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| 528 | 800 | ||||
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Batjer TopCo, LLC |
| HVAC Mechanical Contractor |
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| Secured Debt |
| 3/7/2022 |
| 11.00% | 3/31/2027 | 1,225 | 1,201 | 1,201 | |||
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| Preferred Stock |
| 3/7/2022 | 453 |
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| 453 | 453 | ||||
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| 1,654 | 1,654 | |||
Brewer Crane Holdings, LLC |
| Provider of Crane Rental and Operating Services |
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| Secured Debt | (9) | 1/9/2018 |
| 11.06% (L+10.00%, Floor 1.00%) | 1/9/2023 | 1,953 | 1,948 | 1,948 | |||
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| Preferred Member Units | (8) | 1/9/2018 | 737 |
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| 1,070 | 1,760 | ||||
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| 3,018 | 3,708 | |||
Centre Technologies Holdings, LLC |
| Provider of IT Hardware Services and Software Solutions |
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| Secured Debt | (9) | 1/4/2019 |
| 12.00% (L+10.00%, Floor 2.00%) | 1/4/2026 | 3,758 | 3,726 | 3,726 | |||
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| Preferred Member Units |
| 1/4/2019 | 3,327 |
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| 1,531 | 1,720 | ||||
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| 5,257 | 5,446 | |||
5
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(dollars in thousands)
(Unaudited)
Chamberlin Holding LLC |
| Roofing and Waterproofing Specialty Contractor |
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| Secured Debt | (9) | 2/26/2018 |
| 9.13% (L+8.00%, Floor 1.00%) | 2/26/2023 | 4,366 | 4,339 | 4,366 | |||
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| Member Units | (8) | 2/26/2018 | 1,087 |
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| 2,860 | 5,630 | ||||
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| Member Units | (8) (23) | 11/2/2018 | 261,786 |
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| 330 | 358 | ||||
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| 7,529 | 10,354 | |||
Charps, LLC |
| Pipeline Maintenance and Construction |
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| Preferred Member Units | (8) | 2/3/2017 | 457 |
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| 491 | 3,360 | ||||
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Clad-Rex Steel, LLC |
| Specialty Manufacturer of Vinyl-Clad Metal |
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| Secured Debt | (9) | 12/20/2016 |
| 10.63% (L+9.50%, Floor 1.00%) | 1/15/2024 | 2,620 | 2,620 | 2,620 | |||
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| Secured Debt |
| 12/20/2016 |
| 10.00% | 12/20/2036 | 266 | 264 | 264 | |||
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| Member Units | (8) | 12/20/2016 | 179 |
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| 1,820 | 2,560 | ||||
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| Member Units | (23) | 12/20/2016 | 200 |
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| 53 | 152 | ||||
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| 4,757 | 5,596 | |||
Cody Pools, Inc. |
| Designer of Residential and Commercial Pools |
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| Secured Debt | (9) | 3/6/2020 |
| 12.25% (L+10.50%, Floor 1.75%) | 12/17/2026 | 7,034 | 6,913 | 7,034 | |||
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| Preferred Member Units | (8) (23) | 3/6/2020 | 147 |
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| 2,079 | 12,800 | ||||
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| 8,992 | 19,834 | |||
Colonial Electric Company LLC |
| Provider of Electrical Contracting Services |
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| Secured Debt |
| 3/31/2021 |
| 12.00% | 3/31/2026 | 6,385 | 6,268 | 6,268 | |||
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| Preferred Member Units | (8) | 3/31/2021 | 4,320 |
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| 1,920 | 2,240 | ||||
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| 8,188 | 8,508 | |||
Datacom, LLC |
| Technology and Telecommunications Provider |
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| Secured Debt |
| 3/31/2021 |
| 7.50% | 12/31/2025 | 973 | 898 | 846 | |||
|
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| Preferred Member Units | (8) | 3/31/2021 | 1,000 |
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| 290 | 300 | ||||
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| 1,188 | 1,146 | |||
Digital Products Holdings LLC |
| Designer and Distributor of Consumer Electronics |
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| Secured Debt | (9) | 4/1/2018 |
| 11.13% (L+10.00%, Floor 1.00%) | 4/1/2023 | 4,048 | 4,032 | 4,032 | |||
|
|
| Preferred Member Units | (8) | 4/1/2018 | 964 |
|
| 2,375 | 2,459 | ||||
|
|
|
|
|
|
|
|
|
| 6,407 | 6,491 | |||
Direct Marketing Solutions, Inc. |
| Provider of Omni-Channel Direct Marketing Services |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt | (9) | 2/13/2018 |
| 12.13% (L+11.00%, Floor 1.00%) | 2/13/2024 | 4,791 | 4,745 | 4,791 | |||
|
|
| Preferred Stock | (8) | 2/13/2018 | 2,100 |
|
| 2,100 | 5,390 | ||||
|
|
|
|
|
|
|
|
|
| 6,845 | 10,181 | |||
Flame King Holdings, LLC |
| Propane Tank and Accessories Distributor |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt | (9) | 10/29/2021 |
| 7.50% (L+6.50%, Floor 1.00%) | 10/31/2026 | 1,900 | 1,883 | 1,900 | |||
|
|
| Secured Debt | (9) | 10/29/2021 |
| 12.00% (L+11.00%, Floor 1.00%) | 10/31/2026 | 5,300 | 5,161 | 5,300 | |||
|
|
| Preferred Equity | (8) | 10/29/2021 | 2,340 |
|
| 2,600 | 3,350 | ||||
|
|
|
|
|
|
|
|
|
| 9,644 | 10,550 | |||
Freeport Financial Funds | (12) (13) | Investment Partnership |
|
|
|
|
|
|
|
| ||||
|
|
| LP Interests (Freeport First Lien Loan Fund III LP) | (8) (24) | 7/31/2015 | 6.0% |
|
| 7,250 | 6,795 | ||||
|
|
|
|
|
|
|
|
|
| |||||
Gamber-Johnson Holdings, LLC |
| Manufacturer of Ruggedized Computer Mounting Systems |
|
|
|
|
|
|
|
|
6
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(dollars in thousands)
(Unaudited)
|
|
| Secured Debt | (9) | 6/24/2016 |
| 10.00% (L+8.00%, Floor 2.00%) | 1/1/2025 | 5,400 | 5,385 | 5,400 | |||
|
|
| Member Units | (8) | 6/24/2016 | 2,261 |
|
| 4,423 | 11,580 | ||||
|
|
|
|
|
|
|
|
|
| 9,808 | 16,980 | |||
GFG Group, LLC. |
| Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt |
| 3/31/2021 |
| 9.00% | 3/31/2026 | 3,136 | 3,063 | 3,136 | |||
|
|
| Preferred Member Units | (8) | 3/31/2021 | 56 |
|
| 1,225 | 1,750 | ||||
|
|
|
|
|
|
|
|
|
| 4,288 | 4,886 | |||
Gulf Publishing Holdings, LLC |
| Energy Industry Focused Media and Publishing |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt | (9) (17) (19) | 9/29/2017 |
| 10.60% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%) | 9/30/2020 | 64 | 64 | 64 | |||
|
|
| Secured Debt | (17) (19) | 4/29/2016 |
| 12.50% (6.25% Cash, 6.25% PIK) | 4/29/2021 | 3,391 | 3,391 | 1,882 | |||
|
|
| Member Units |
| 4/29/2016 | 920 |
|
| 920 | - | ||||
|
|
|
|
|
|
|
|
|
| 4,375 | 1,946 | |||
Harris Preston Fund Investments | (12) (13) | Investment Partnership |
|
|
|
|
|
|
|
| ||||
|
|
| LP Interests (HPEP 3, L.P.) | (8) (24) | 8/9/2017 | 8.2% |
|
| 2,833 | 4,331 | ||||
|
|
|
|
|
|
|
|
|
| |||||
Kickhaefer Manufacturing Company, LLC |
| Precision Metal Parts Manufacturing |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt |
| 10/31/2018 |
| 11.50% | 10/31/2023 | 5,104 | 5,058 | 5,058 | |||
|
|
| Secured Debt |
| 10/31/2018 |
| 9.00% | 10/31/2048 | 974 | 965 | 965 | |||
|
|
| Member Units |
| 10/31/2018 | 145 |
|
| 3,060 | 3,060 | ||||
|
|
| Member Units | (8) (23) | 10/31/2018 | 200 |
|
| 248 | 615 | ||||
|
|
|
|
|
|
|
|
|
| 9,331 | 9,698 | |||
Market Force Information, LLC |
| Provider of Customer Experience Management Services |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt | (14) (19) | 7/28/2017 |
| 12.00% PIK | 7/28/2023 | 6,520 | 6,476 | 1,883 | |||
|
|
| Member Units |
| 7/28/2017 | 185,980 |
|
| 4,160 | - | ||||
|
|
|
|
|
|
|
|
|
| 10,636 | 1,883 | |||
MH Corbin Holding LLC |
| Manufacturer and Distributor of Traffic Safety Products |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt | (17) | 8/31/2015 |
| 13.00% | 3/31/2022 | 2,023 | 2,023 | 1,072 | |||
|
|
| Preferred Member Units |
| 3/15/2019 | 16,500 |
|
| 1,100 | - | ||||
|
|
| Preferred Member Units |
| 9/1/2015 | 1,000 |
|
| 1,500 | - | ||||
|
|
|
|
|
|
|
|
|
| 4,623 | 1,072 | |||
Mystic Logistics Holdings, LLC |
| Logistics and Distribution Services Provider for Large Volume Mailers |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt |
| 8/18/2014 |
| 10.00% | 1/31/2024 | 1,524 | 1,524 | 1,524 | |||
|
|
| Common Stock | (8) | 8/18/2014 | 1,468 |
|
| 680 | 4,053 | ||||
|
|
|
|
|
|
|
|
|
| 2,204 | 5,577 | |||
NexRev LLC |
| Provider of Energy Efficiency Products & Services |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt |
| 2/28/2018 |
| 11.00% | 2/28/2025 | 3,066 | 3,015 | 2,066 | |||
|
|
| Preferred Member Units | (8) | 2/28/2018 | 25,786,046 |
|
| 2,053 | 230 | ||||
|
|
|
|
|
|
|
|
|
| 5,068 | 2,296 | |||
NuStep, LLC |
| Designer, Manufacturer and Distributor of Fitness Equipment |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt | (9) | 1/31/2017 |
| 7.63% (L+6.50%, Floor 1.00%) | 1/31/2025 | 800 | 798 | 800 | |||
|
|
| Secured Debt |
| 1/31/2017 |
| 12.00% | 1/31/2025 | 4,610 | 4,601 | 4,610 | |||
|
|
| Preferred Member Units |
| 1/31/2017 | 102 |
|
| 2,550 | 2,890 | ||||
|
|
|
|
|
|
|
|
|
| 7,949 | 8,300 |
7
MSC INCOME FUND, INC.
Consolidated Schedule of Investments (Continued)
June 30, 2022
(dollars in thousands)
(Unaudited)
Oneliance, LLC |
| Construction Cleaning Company |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt | (9) | 8/6/2021 |
| 12.06% (L+11.00%, Floor 1.00%) | 8/6/2026 | 1,400 | 1,377 | 1,377 | |||
|
|
| Preferred Stock |
| 8/6/2021 | 264 |
|
| 264 | 264 | ||||
|
|
|
|
|
|
|
|
|
| 1,641 | 1,641 | |||
Orttech Holdings, LLC |
| Distributor of Industrial Clutches, Brakes and Other Components |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt | (9) | 7/30/2021 |
| 12.00% (L+11.00%, Floor 1.00%) | 7/31/2026 | 5,994 | 5,892 | 5,892 | |||
|
|
| Preferred Stock | (8) (23) | 7/30/2021 | 2,500 |
|
| 2,500 | 2,500 | ||||
|
|
|
|
|
|
|
|
|
| 8,392 | 8,392 | |||
Robbins Bros. Jewelry, Inc. |
| Bridal Jewelry Retailer |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt | (9) | 12/15/2021 |
| 12.00% (L+11.00%, Floor 1.00%) | 12/15/2026 | 4,015 | 3,934 | 3,934 | |||
|
|
| Preferred Equity |
| 12/15/2021 | 1,230 |
|
| 1,230 | 1,750 | ||||
|
|
|
|
|
|
|
|
|
| 5,164 | 5,684 | |||
SI East, LLC |
| Rigid Industrial Packaging Manufacturing |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt |
| 8/31/2018 |
| 10.25% | 8/31/2023 | 21,454 | 21,325 | 21,454 | |||
|
|
| Preferred Member Units | (8) | 8/31/2018 | 52 |
|
| 406 | 4,280 | ||||
|
|
|
|
|
|
|
|
|
| 21,731 | 25,734 | |||
Sonic Systems International, LLC | (10) | Nuclear Power Staffing Services |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt | (9) | 8/20/2021 |
| 8.50% (L+7.50%, Floor 1.00%) | 8/20/2026 | 18,425 | 18,104 | 17,833 | |||
|
|
| Common Stock |
| 8/20/2021 | 11,647 |
|
| 1,584 | 1,650 | ||||
|
|
|
|
|
|
|
|
|
| 19,688 | 19,483 | |||
Tedder Industries, LLC |
| Manufacturer of Firearm Holsters and Accessories |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt |
| 8/31/2018 |
| 12.00% | 8/31/2022 | 460 | 459 | 460 | |||
|
|
| Secured Debt |
| 8/31/2018 |
| 12.00% | 8/31/2023 | 3,800 | 3,789 | 3,796 | |||
|
|
| Preferred Member Units |
| 8/31/2018 | 129 |
|
| 2,200 | 1,828 | ||||
|
|
|
|
|
|
|
|
|
| 6,448 | 6,084 | |||
Trantech Radiator Topco, LLC |
| Transformer Cooling Products and Services |
|
|
|
|
|
|
|
| ||||
|
|
| Secured Debt |
| 5/31/2019 |
| 12.00% | 5/31/2024 | 2,080 | 2,047 | 2,080 | |||
|
|
| Common Stock | (8) | 5/31/2019 | 154 |
|
| 1,164 | 2,020 | ||||
|
|
|
|
|
|
|
|
|
| 3,211 | 4,100 | |||
VVS Holdco LLC |
| Omnichannel Retailer of Animal Health Products |
|
|
|
|
|
|
|
| ||||
|
|