8-K
MSC INCOME FUND, INC. (MSIF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________________________
FORM 8-K
__________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2025
__________________________________________________________________________
MSC Income Fund, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 814-00939 | 45-3999996 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 1300 Post Oak Boulevard, 8th Floor, Houston, Texas | 77056 | |
| --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 713-350-6000
Not Applicable
___________________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | MSIF | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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
Item 2.02 Results of Operations and Financial Condition.
On March 19, 2025, the Registrant issued a press release. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press release dated March 19, 2025 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MSC Income Fund, Inc. | ||
|---|---|---|
| Date: March 19, 2025 | By: | /s/ Cory E. Gilbert |
| Name: Cory E. Gilbert | ||
| Title: Chief Financial Officer |
MSIF Earnings Release Q4 24 1
Exhibit 99.1
| NEWS RELEASE |
|---|
| Contacts:<br><br>MSC Income Fund, Inc.<br><br>Dwayne L. Hyzak, CEO, dhyzak@mainstcapital.com<br><br>Cory E. Gilbert, CFO, cgilbert@mainstcapital.com<br><br>713-350-6000<br><br>Dennard Lascar Investor Relations<br><br>Ken Dennard / ken@dennardlascar.com<br><br>Zach Vaughan / zvaughan@dennardlascar.com<br><br>713-529-6600 |
MSC INCOME FUND ANNOUNCES
2024 FOURTH QUARTER AND ANNUAL RESULTS
Fourth Quarter 2024 Net Investment Income of $0.35 Per Share
Net Asset Value of $15.53 Per Share
HOUSTON, March 19, 2025 – MSC Income Fund, Inc. (NYSE: MSIF) (“MSC Income”) is pleased to
announce its financial results for the fourth quarter and full year ended December 31, 2024. Unless otherwise
noted or the context otherwise indicates, the terms the “Company” and the “Fund” refer to MSC Income and its
consolidated subsidiaries.
Fourth Quarter 2024 Highlights(1)
•Net investment income of $14.2 million (or $0.35 per share)
•Total investment income of $33.5 million
•Net increase in net assets resulting from operations of $20.5 million (or $0.51 per share)
•Return on equity(2) of 13.2% on an annualized basis
•Net asset value of $15.53 per share as of December 31, 2024, representing an increase of $0.15 per share, or
1.0%, compared to $15.38 per share as of September 30, 2024
•Declared regular quarterly dividends totaling $0.36 per share payable in the first quarter of 2025,
representing a 2.9% increase from the regular quarterly dividends paid in the first quarter of 2024
•Completed $29.5 million in total private loan portfolio investments, which after aggregate repayments of
private loan portfolio debt investments and a decrease in cost basis due to a realized loss on a private loan
portfolio investment resulted in a net decrease of $5.5 million in the total cost basis of the private loan
investment portfolio
•Completed $30.5 million in total lower middle market (“LMM”) portfolio investments, including
investments of $16.6 million in two new LMM portfolio companies, which after aggregate repayments of
LMM portfolio debt investments and a decrease in cost basis due to a realized loss on a LMM portfolio
investment resulted in a net increase of $16.4 million in the total cost basis of the LMM investment portfolio
•Net decrease of $7.5 million in the total cost basis of the middle market investment portfolio
•Kroll Bond Rating Agency, LLC (“KBRA”) reaffirmed the Fund’s investment grade issuer and senior
unsecured debt rating of BBB- with a stable outlook
•Further enhanced the Fund’s capital structure and liquidity position by amending the Fund’s Corporate
Facility (as defined in the Liquidity and Capital Resources section below), which provided extensions of the
revolving period to November 2028 and the final maturity date to May 2029 and decreased the interest rate
2
for outstanding borrowings to, subject to the Company’s election, on a per annum basis, a rate equal to (i)
SOFR plus 2.05% (from 2.50%) or (ii) the base rate plus 1.05% (from 1.40%)
Full Year 2024 Highlights(1)
•Net investment income of $57.3 million (or $1.43 per share)
•Total investment income of $134.8 million
•Net increase in net assets resulting from operations of $56.6 million (or $1.41 per share)
•Return on equity(2) of 9.1%
•Net asset value of $15.53 per share as of December 31, 2024, representing a decrease of $0.01 per share, or
0.1%, compared to $15.54 per share as of December 31, 2023
•Paid regular quarterly dividends totaling $1.44 per share, representing a 5.1% increase from prior year
•Completed $241.8 million in total private loan portfolio investments, which after aggregate repayments of
private loan portfolio debt investments, return of invested equity capital from several private loan portfolio
equity investments and a decrease in cost basis due to realized losses on several private loan portfolio
investments resulted in a net increase of $102.1 million in the total cost basis of the private loan investment
portfolio
•Completed $80.7 million in total LMM portfolio investments, including investments totaling $44.5 million
in seven new LMM portfolio companies, which after aggregate repayments of LMM portfolio debt
investments, return of invested equity capital from several LMM portfolio equity investments and a decrease
in cost basis due to a realized loss on a LMM portfolio investment resulted in a net increase of $40.7 million
in the total cost basis of the LMM investment portfolio
•Net decrease of $51.5 million in the total cost basis of the middle market investment portfolio
In commenting on the Company’s operating results for the fourth quarter and full year of 2024, Dwayne L.
Hyzak, MSC Income’s Chief Executive Officer, stated, “We are pleased with the Fund’s performance in the
fourth quarter and the full year, which closed another good year for MSC Income Fund in its final full year as
an unlisted entity. We believe that the fourth quarter and full year performance provide visibility to significant
opportunities in the future after the completion of the Fund’s successful listing on the New York Stock
Exchange and the related equity offering in January 2025, activities which provide the Fund the increased
current liquidity and a clear path to additional debt capacity necessary to achieve significant growth in 2025 and
2026 and the potential for increased net investment income.”
Fourth Quarter 2024 Operating Results(1)
The following table provides a summary of the Fund’s operating results for the fourth quarter of 2024:
| Three Months Ended December 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | Change ($) | Change (%) | |
| (dollars in thousands, except per share amounts) | ||||
| Interest income | $29,662 | $30,186 | $(524) | (2)% |
| Dividend income | 2,731 | 3,393 | (662) | (20)% |
| Fee income | 1,062 | 1,182 | (120) | (10)% |
| Total investment income | $33,455 | $34,761 | $(1,306) | (4)% |
| Net investment income | $14,227 | $15,042 | $(815) | (5)% |
| Net investment income per share | $0.35 | $0.37 | $(0.02) | (5)% |
| Net increase in net assets resulting from operations | $20,462 | $21,342 | $(880) | (4)% |
| Net increase in net assets resulting from operations per share | $0.51 | $0.53 | $(0.02) | (4)% |
3
The $1.3 million decrease in total investment income in the fourth quarter of 2024 from the comparable period
of the prior year was principally attributable to (i) a $0.7 million decrease in dividend income, primarily due to a
decrease in dividend income from the Fund’s other portfolio investments and (ii) a $0.5 million decrease in
interest income, primarily due to an increase in investments on non-accrual status and a decrease in interest
rates on floating rate investment portfolio debt investments primarily resulting from decreases in benchmark
index rates, partially offset by higher average levels of income producing investment portfolio debt investments.
The $1.3 million decrease in total investment income in the fourth quarter of 2024 includes the impact of a net
decrease of $0.5 million in certain income considered less consistent or non-recurring, primarily related to (i) a
$0.4 million decrease in such interest income from accelerated prepayment, repricing and other activity related
to certain investment portfolio debt investments and (ii) a $0.1 million decrease in such fee income when
compared to the same period in 2023.
Total expenses, net of waivers, decreased by $0.5 million, or 2.5%, to $19.2 million in the fourth quarter of
2024 from $19.7 million for the same period in 2023. This decrease was principally attributable to (i) a $0.5
million decrease in incentive fees and (ii) a $0.3 million decrease in interest expense, partially offset by a $0.3
million increase in base management fees. The decrease in incentive fees is due to the decreased pre-incentive
fee net investment income resulting from the less favorable operating results for the quarter compared to the
corresponding period of the prior year. The decrease in interest expense is primarily related to decreased
weighted-average interest rates on the Fund’s Credit Facilities (as defined in the Liquidity and Capital
Resources section below) based upon the decreases in benchmark index rates for these floating rate debt
obligations, partially offset by higher weighted-average outstanding borrowings used to fund the growth in the
Fund’s investment portfolio. The increase in base management fees was due to an increase in average total
assets in the current year.
The Fund’s ratio of total non-interest operating expenses, excluding incentive fees, as a percentage of quarterly
average total assets, or the Operating Expenses to Assets Ratio, was 2.1% and 2.2% for the fourth quarter of
2024 and 2023, respectively, on an annualized basis.
The $0.8 million decrease in net investment income in the fourth quarter of 2024 from the comparable period of
the prior year was principally attributable to the decrease in total investment income, partially offset by
decreased expenses, each as discussed above. Net investment income decreased by $0.02 per share for the
fourth quarter of 2024 as compared to the fourth quarter of 2023, to $0.35 per share. Net investment income on
a per share basis in the fourth quarter of 2024 included a net decrease of $0.01 per share resulting from a
decrease in investment income considered less consistent or non-recurring in nature compared to the fourth
quarter of 2023, as discussed above.
The $20.5 million net increase in net assets resulting from operations in the fourth quarter of 2024 represents a
$0.9 million decrease from the fourth quarter of 2023. This decrease was primarily the result of (i) a $6.7
million decrease in net unrealized appreciation from portfolio investments (including the impact of accounting
reversals relating to realized gains/income (losses)) and (ii) a $0.8 million decrease in net investment income,
partially offset by (i) a $5.6 million increase in income tax benefit and (ii) a $1.0 million improvement in net
realized loss from investments resulting from a net realized loss of $8.0 million in the fourth quarter of 2024
compared to a net realized loss of $9.0 million in the fourth quarter of 2023. The $8.0 million net realized loss
from investments for the fourth quarter of 2024 was primarily the result of (i) a $5.0 million realized loss on the
restructure of investments in a private loan portfolio company, (ii) a $3.6 million realized loss on the full exit of
investments in a LMM portfolio company and (iii) a $0.5 million realized loss on the full exit of a middle
market portfolio investment.
4
The following table provides a summary of the total net unrealized appreciation of $9.2 million for the fourth
quarter of 2024:
| Three Months Ended December 31, 2024 | |||||
|---|---|---|---|---|---|
| Private<br><br>Loan | LMM (a) | Middle<br><br>Market | Other | Total | |
| (dollars in millions) | |||||
| Accounting reversals of net unrealized (appreciation)<br><br>depreciation recognized in prior periods due to net realized<br><br>(gains / income) losses recognized during the current period | $4.5 | $3.3 | $0.5 | $(0.1) | $8.2 |
| Net unrealized appreciation (depreciation) relating to portfolio<br><br>investments | (3.5) | 5.3 | (0.4) | (0.4) | 1.0 |
| Total net unrealized appreciation (depreciation) relating to<br><br>portfolio investments | $1.0 | $8.6 | $0.1 | $(0.5) | $9.2 |
(a)Includes unrealized appreciation on 30 LMM portfolio investments and unrealized depreciation on 13 LMM
portfolio investments.
Liquidity and Capital Resources
As of December 31, 2024, the Fund had aggregate liquidity of $77.7 million, including (i) $28.4 million in cash
and cash equivalents and (ii) $49.3 million of aggregate unused capacity under the Fund’s corporate revolving
credit facility (the “Corporate Facility”) and the Fund’s special purpose vehicle revolving credit facility (the
“SPV Facility” and, together with the Corporate Facility, the “Credit Facilities”), which are maintained to
support the Fund’s investment and operating activities.
Several details regarding the Fund’s capital structure as of December 31, 2024 are as follows:
•The SPV Facility included $300 million in total commitments plus an accordion feature that allows the Fund
to request an increase in the total commitments under the facility to up to $450 million.
•$266.7 million in outstanding borrowings under the SPV Facility, with an interest rate of 7.3% based on
SOFR effective for the contractual reset date of January 1, 2025.
•The Corporate Facility included $165 million in total commitments from a diversified group of six lenders
plus an accordion feature that allows the Fund to request an increase in the total commitments under the
facility to up to $200 million.
•$149.0 million in outstanding borrowings under the Corporate Facility, with an interest rate of 6.4% based
on SOFR effective for the contractual reset date of January 1, 2025.
•$150 million of notes outstanding that bear interest at a rate of 4.04% per year (the “Series A Notes”). The
Series A Notes mature on October 30, 2026.
•The Fund’s investment grade rating from KBRA was reaffirmed in the fourth quarter with a rating of BBB-
with a stable outlook.
•The Fund’s net asset value totaled $624.9 million, or $15.53 per share.
In January 2025, the Fund listed its shares of common stock on the New York Stock Exchange (the “NYSE”)
and completed a follow-on equity offering which generated net proceeds of approximately $91 million in
connection therewith (see additional details in the Recent Developments section below), providing the Fund a
significant increase in liquidity and expanding the Fund’s ability to utilize additional leverage under its existing
regulatory asset coverage requirements, which effectively limit the Fund’s total debt capacity to an amount
equal to the Fund’s net asset value.
On January 29, 2025, the Fund’s Board of Directors unanimously approved the application of modified
regulatory asset coverage requirements, which will effectively increase the Fund’s total leverage capacity to an
amount equal to two times the Fund’s current total leverage capacity on January 29, 2026.
5
In February 2025, the Fund entered into an amendment to the Corporate Facility that increased the total
commitments under the Corporate Facility from $165.0 million to $245.0 million and increased the accordion
feature of the Corporate Facility, which provides the Fund the right to request increases in commitments under
the Corporate Facility on the same terms and conditions as the existing commitments, to up to a total of $300.0
million.
Investment Portfolio Information as of December 31, 2024(3)
The following table provides a summary of the investments in the Fund’s private loan portfolio, LMM portfolio
and middle market portfolio as of December 31, 2024:
| As of As of December 31, 2024 | |||
|---|---|---|---|
| Private Loan | LMM (a) | Middle Market | |
| (dollars in millions) | |||
| Number of portfolio companies | 84 | 57 | 10 |
| Fair value | $677.9 | $436.1 | $39.4 |
| Cost | $697.5 | $357.1 | $66.3 |
| Debt investments as a % of portfolio (at cost) | 93.9% | 67.8% | 87.8% |
| Equity investments as a % of portfolio (at cost) | 6.1% | 32.2% | 12.2% |
| % of debt investments at cost secured by first priority lien | 99.9% | 99.9% | 99.9% |
| Weighted-average annual effective yield (b) | 12.0% | 13.0% | 14.1% |
| Average EBITDA (c) | $28.6 | $10.8 | $38.2 |
(a)The Fund had equity ownership in all of its LMM portfolio companies, and the Fund’s average fully diluted
equity ownership in those portfolio companies was 9%.
(b)The weighted-average annual effective yields were computed using the effective interest rates for all debt
investments as of December 31, 2024, including amortization of deferred debt origination fees and accretion
of original issue discount but excluding fees payable upon repayment of the debt instruments and any debt
investments on non-accrual status and are weighted based upon the principal amount of each applicable debt
investment as of December 31, 2024.
(c)The average EBITDA is calculated using a weighted-average for the private loan and middle market
portfolios and a simple average for the LMM portfolio. These calculations exclude certain portfolio
companies, including two private loan portfolio companies, three LMM portfolio companies and one middle
market portfolio company, as EBITDA is not a meaningful valuation metric for the Fund’s investments in
these portfolio companies, and those portfolio companies whose primary purpose is to own real estate and
those portfolio companies whose primary operations have ceased and only residual value remains.
The Fund’s total investment portfolio at fair value consists of approximately 58% private loan, 37% LMM, 3%
middle market and 2% other portfolio investments.
The fair value of the Fund’s LMM portfolio company equity investments was 179% of the cost of such equity
investments, and the Fund’s LMM portfolio companies had a median net senior debt (senior interest-bearing
debt through the Fund’s debt position less cash and cash equivalents) to EBITDA (Earnings Before Interest,
Taxes, Depreciation and Amortization) ratio of 2.9 to 1.0 and a median total EBITDA to senior interest expense
ratio of 2.6 to 1.0. Including all debt that is junior in priority to the Fund’s debt position, these median ratios
were 2.9 to 1.0 and 2.5 to 1.0, respectively.(3)(4)
As of December 31, 2024, the Fund’s investment portfolio also included other portfolio investments in six
entities, spread across four investment managers, collectively totaling $24.1 million in fair value and $17.9
million in cost basis, which comprised 2.0% and 1.6% of the Fund’s investment portfolio at fair value and cost,
respectively.
6
As of December 31, 2024, non-accrual investments comprised 1.5% of the total investment portfolio at fair
value and 5.6% at cost, and the Fund’s total portfolio investments at fair value were 103% of the related cost
basis.
Recent Developments
On January 28, 2025, MSC Income priced its public offering of 5,500,000 shares of its common stock at the
public offering price of $15.53 per share. MSC Income’s shares of common stock began trading on the NYSE
on January 29, 2025 under the ticker symbol “MSIF.” In addition, the underwriters fully exercised their
overallotment option to purchase 825,000 additional shares. Including the exercise of the underwriters’
overallotment option, MSC Income sold a total of 6,325,000 shares in the offering for approximately $91
million in net proceeds, after deducting underwriting discounts and commissions and estimated offering
expenses payable by MSC Income.
As previously approved by the Company’s shareholders, in conjunction with the listing of the Company’s
common stock on the NYSE, on January 29, 2025, the Company entered into an Amended and Restated
Investment Advisory and Administrative Services Agreement with its investment adviser and administrator,
MSC Adviser I, LLC, to, among other things, (i) reduce the annual base management fees payable by the
Company to 1.5% of its average total assets (with additional future contractual reductions based upon changes
to the Company’s investment portfolio composition), (ii) reduce to 17.5% the subordinated incentive fee on
income payable by the Company, subject to a 50% / 50% catch-up feature, (iii) reduce to 17.5% and reset the
incentive fee on cumulative net realized capital gains payable by the Company and (iv) establish a cap on the
amount of expenses payable by the Company relating to certain internal administrative services, which varies
based on the value of the Company’s total assets.
In conjunction with the completion of the public offering of its common stock, the Company entered into a
share repurchase plan, under which the Company may repurchase up to $65.0 million of shares of its common
stock for a twelve-month period beginning in March 2025, at times when the market price per share of the
common stock is trading below the most recently reported net asset value per share of the common stock by
certain pre-determined levels.
Fourth Quarter and Full Year 2024 Financial Results Conference Call / Webcast
MSC Income has scheduled a conference call for Thursday, March 20, 2025 at 10:00 a.m. Eastern Time to
discuss the fourth quarter and full year 2024 financial results.
You may access the conference call by dialing 412-902-0030 at least 10 minutes prior to the start time. The
conference call can also be accessed via a simultaneous webcast by logging into the investor relations section of
the Company’s website at https://www.mscincomefund.com.
A telephonic replay of the conference call will be available through Thursday, March 27, 2025 and may be
accessed by dialing 201-612-7415 and using the passcode 13751747#. An audio archive of the conference call
will also be available on the investor relations section of the Company’s website at https://
www.mscincomefund.com shortly after the call and will be accessible until the date of MSC Income’s earnings
release for the next quarter.
For a more detailed discussion of the financial and other information included in this press release, please refer
to the MSC Income Annual Report on Form 10-K for the fiscal year ended December 31, 2024 to be filed with
the U.S. Securities and Exchange Commission (www.sec.gov) and MSC Income’s Fourth Quarter 2024 Investor
Presentation to be posted on the investor relations section of the MSC Income website at https://
www.mscincomefund.com.
7
ABOUT MSC INCOME FUND, INC.
The Company (www.mscincomefund.com) is a principal investment firm that primarily provides debt capital to
private companies owned by or in the process of being acquired by a private equity fund. The Company’s
portfolio investments are typically made to support leveraged buyouts, recapitalizations, growth financings,
refinancings and acquisitions of companies that operate in diverse industry sectors. The Company seeks to
partner with private equity fund sponsors and primarily invests in secured debt investments within its private
loan investment strategy. The Company also maintains a portfolio of customized long-term debt and equity
investments in lower middle market companies, and through those investments, the Company has partnered
with entrepreneurs, business owners and management teams in co-investments with Main Street Capital
Corporation (NYSE: MAIN) (“Main Street”) utilizing the customized “one-stop” debt and equity financing
solution provided in Main Street’s lower middle market investment strategy. The Company’s private loan
portfolio companies generally have annual revenues between $25 million and $500 million. The Company’s
lower middle market portfolio companies generally have annual revenues between $10 million and $150
million.
ABOUT MSC ADVISER I, LLC
MSC Adviser I, LLC (“MSCA”) is a wholly-owned subsidiary of Main Street that is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended. MSCA serves as the investment adviser and
administrator of the Company in addition to several other advisory clients.
FORWARD-LOOKING STATEMENTS
MSC Income cautions that statements in this press release which are forward‑looking and provide other than
historical information, including but not limited to MSC Income’s ability to successfully source and execute on
new portfolio investments and deliver future financial performance and results, are based on current conditions
and information available to MSC Income as of the date hereof and include statements regarding MSC
Income’s goals, beliefs, strategies and future operating results and cash flows. Although its management
believes that the expectations reflected in those forward‑looking statements are reasonable, MSC Income can
give no assurance that those expectations will prove to be correct. Those forward-looking statements are made
based on various underlying assumptions and are subject to numerous uncertainties and risks, including, without
limitation: MSC Income’s continued effectiveness in raising, investing and managing capital; adverse changes
in the economy generally or in the industries in which MSC Income’s portfolio companies operate; the impacts
of macroeconomic factors on MSC Income and its portfolio companies’ business and operations, liquidity and
access to capital, and on the U.S. and global economies, including impacts related to pandemics and other
public health crises, risk of recession, inflation, supply chain constraints or disruptions and changes in market
index interest rates; changes in laws and regulations or business, political and/or regulatory conditions that may
adversely impact MSC Income’s operations or the operations of its portfolio companies; the operating and
financial performance of MSC Income’s portfolio companies and their access to capital; retention of key
investment personnel by MSCA; competitive factors; and such other factors described under the captions
“Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” included in MSC
Income’s filings with the U.S. Securities and Exchange Commission (www.sec.gov). MSC Income undertakes
no obligation to update the information contained herein to reflect subsequently occurring events or
circumstances, except as required by applicable securities laws and regulations.
8
MSC INCOME FUND, INC.
Consolidated Statements of Operations
(in thousands, except shares and per share amounts)
| Three Months Ended<br><br>December 31, | Year Ended<br><br>December 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| INVESTMENT INCOME: | ||||
| Interest, fee and dividend income: | ||||
| Control investments | $799 | $780 | $3,441 | $3,101 |
| Affiliate investments | 8,331 | 7,565 | 31,222 | 29,805 |
| Non‑Control/Non‑Affiliate investments | 24,325 | 26,416 | 100,165 | 98,480 |
| Total investment income | 33,455 | 34,761 | 134,828 | 131,386 |
| EXPENSES: | ||||
| Interest | (9,565) | (9,859) | (39,035) | (36,458) |
| Base management fees | (5,377) | (5,067) | (20,922) | (19,828) |
| Incentive fees | (3,131) | (3,678) | (12,494) | (12,569) |
| Internal administrative services expenses | (2,935) | (2,163) | (10,089) | (8,916) |
| General and administrative | (992) | (963) | (4,416) | (4,254) |
| Total expenses before expense waivers | (22,000) | (21,730) | (86,956) | (82,025) |
| Waiver of internal administrative services expenses | 2,772 | 2,011 | 9,450 | 8,308 |
| Total expenses, net of expense waivers | (19,228) | (19,719) | (77,506) | (73,717) |
| NET INVESTMENT INCOME | 14,227 | 15,042 | 57,322 | 57,669 |
| NET REALIZED GAIN (LOSS): | ||||
| Control investments | 90 | — | 147 | 2,223 |
| Affiliate investments | (3,560) | — | (3,560) | (7,188) |
| Non‑Control/Non‑Affiliate investments | (4,556) | (9,024) | 19,189 | (29,045) |
| Total net realized gain (loss) | (8,026) | (9,024) | 15,776 | (34,010) |
| NET UNREALIZED APPRECIATION (DEPRECIATION): | ||||
| Control investments | 202 | 144 | 4,833 | (1,289) |
| Affiliate investments | 6,625 | 2,648 | 7,791 | 25,116 |
| Non‑Control/Non‑Affiliate investments | 2,390 | 13,112 | (28,063) | 22,492 |
| Total net unrealized appreciation (depreciation) | 9,217 | 15,904 | (15,439) | 46,319 |
| INCOME TAXES: | ||||
| Federal and state income, excise and other taxes | (2,464) | 82 | (4,989) | (872) |
| Deferred taxes | 7,508 | (662) | 3,883 | (2,897) |
| Total income tax benefit (provision) | 5,044 | (580) | (1,106) | (3,769) |
| NET INCREASE IN NET ASSETS RESULTING FROM<br><br>OPERATIONS | $20,462 | $21,342 | $56,553 | $66,209 |
| NET INVESTMENT INCOME PER SHARE—BASIC AND<br><br>DILUTED (1) | $0.35 | $0.37 | $1.43 | $1.44 |
| NET INCREASE IN NET ASSETS RESULTING FROM<br><br>OPERATIONS PER SHARE—BASIC AND DILUTED (1) | $0.51 | $0.53 | $1.41 | $1.65 |
| WEIGHTED-AVERAGE SHARES<br><br>OUTSTANDING—BASIC AND DILUTED (1) | 40,232,637 | 40,168,690 | 40,174,311 | 40,134,501 |
9
MSC INCOME FUND, INC.
Consolidated Balance Sheets
(in thousands, except per share amounts)
| December 31,<br><br>2024 | December 31,<br><br>2023 | |
|---|---|---|
| ASSETS | ||
| Investments at fair value: | ||
| Control investments | $69,878 | $53,644 |
| Affiliate investments | 351,360 | 291,279 |
| Non‑Control/Non‑Affiliate investments | 756,269 | 747,972 |
| Total investments | 1,177,507 | 1,092,895 |
| Cash and cash equivalents | 28,375 | 30,786 |
| Interest and dividend receivable | 11,925 | 10,541 |
| Receivable for securities sold | 141 | 171 |
| Deferred financing costs | 1,985 | 3,416 |
| Prepaids and other assets | 4,113 | 2,091 |
| Deferred tax asset, net | 625 | — |
| Total assets | $1,224,671 | $1,139,900 |
| LIABILITIES | ||
| Credit Facilities | $415,688 | $335,688 |
| Series A Notes due 2026 (par: $150,000 as of both December 31, 2024 and 2023) | 149,453 | 149,155 |
| Accounts payable and other liabilities | 4,723 | 255 |
| Payable for securities purchased | — | 206 |
| Interest payable | 6,909 | 6,266 |
| Dividend payable | 14,487 | 14,019 |
| Management and incentive fees payable | 8,508 | 8,745 |
| Deferred tax liability, net | — | 3,259 |
| Total liabilities | 599,768 | 517,593 |
| NET ASSETS | ||
| Common stock | 40 | 40 |
| Additional paid‑in capital | 689,580 | 686,176 |
| Total overdistributed earnings | (64,717) | (63,909) |
| Total net assets | 624,903 | 622,307 |
| Total liabilities and net assets | $1,224,671 | $1,139,900 |
| NET ASSET VALUE PER SHARE (1) | $15.53 | $15.54 |
10
MSC INCOME FUND, INC.
Endnotes
(1) All prior quarter and prior year per share amounts have been retrospectively adjusted for a 2-for-1 reverse
stock split completed by the Company, effective as of December 16, 2024.
(2) Return on equity equals the net increase in net assets resulting from operations divided by the average
quarterly total net assets.
(3) Portfolio company financial information has not been independently verified by MSC Income.
(4) These credit statistics exclude portfolio companies on non-accrual status and portfolio companies for which
EBITDA is not a meaningful metric.