Msc Income Fund, Inc 10-Q, filed Nov 13, 2020

Msc Income Fund, Inc. (MSIF)

10-Q 2020-11-13 For: 2020-09-30

View Original

Added on April 07, 2026

About this 10-Q

Msc Income Fund, Inc filed this 10-Q on November 13, 2020, covering the quarter ended September 30, 2020.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


(Mark One)
þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended September 30, 2020
OR
¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to


Maryland (State or Other Jurisdiction of Incorporation or Organization)			45-3999996 (I.R.S. Employer Identification No.)
1300 Post Oak Boulevard, 8th Floor Houston, Texas (Address of Principal Executive Offices)			77056 (Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A


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	28
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4.	Controls and Procedures	66

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	67
Item 1A.	Risk Factors	67
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3.	Defaults Upon Senior Securities	68
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	68
Item 6.	Exhibits	69

Signatures		70


	September 30, 2020		December 31, 2019
	(Unaudited)
ASSETS
Portfolio investments at fair value:
Non-Control/Non-Affiliate investments (amortized cost: $772,439 and $878,632 as of September 30, 2020 and December 31, 2019, respectively)	$	709,368	$	838,643
Affiliate investments (amortized cost: $145,735 and $144,006 as of September 30, 2020 and December 31, 2019, respectively)	158,505		154,158
Control investments (amortized cost: $18,287 and $17,417 as of September 30, 2020 and December 31, 2019, respectively)	34,785		34,796
Total portfolio investments (amortized cost: $936,461 and $1,040,055 as of September 30, 2020 and December 31, 2019, respectively)	902,658		1,027,597

Cash and cash equivalents	14,682		21,846
Restricted cash	16,611		—
Interest receivable	8,578		8,749

Prepaid and other assets	3,174		4,403


Deferred financing costs (net of accumulated amortization of $3,541 and $2,990 as of September 30, 2020 and December 31, 2019, respectively)	3,067		3,516
Total assets	$	948,770	$	1,066,111

LIABILITIES
Accounts payable and other liabilities	$	3,721	$	1,684

Stockholder distributions payable	—		4,669
Base management and incentive fees payable	4,698		5,388
Due to affiliates	5		44
Directors’ fees payable	76		21

Credit facilities payable	375,129		445,000
Total liabilities	383,629		456,806

Commitments and Contingencies (Note 11)

NET ASSETS
Common stock, $.001 par value; 150,000,000 shares authorized, 79,608,304 and 78,463,377 issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	80		78
Additional paid-in capital	683,154		675,554




Accumulated loss	(118,093)		(66,327)
Total net assets	565,141		609,305

Total liabilities and net assets	$	948,770	$	1,066,111

Net asset value per share	$	7.10	$	7.77


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
INVESTMENT INCOME:
From non-control/non-affiliate investments:
Interest income	$	14,912	$	22,243	$	51,308	$	69,040
Fee income	30		325		943		750
Dividend income	121		(72)		510		1,114
From affiliate investments:
Interest income	2,282		2,514		7,035		7,318
Fee income	33		28		97		90
Dividend income	1,361		1,001		3,997		2,035
From control investments:
Interest income	153		161		491		428
Fee income	20		18		59		53
Dividend income	607		1,598		1,326		4,797
Total investment income	19,519		27,816		65,766		85,625
EXPENSES:
Interest expense	4,000		6,214		13,503		19,942
Base management and incentive fees	4,701		6,707		14,325		20,796
Internal administrative services expenses	959		735		2,495		2,233
Offering costs	28		94		205		285
Professional fees	(106)		114		987		814
Insurance	103		114		310		210
Other general and administrative	806		595		1,911		1,651
Expenses before fee and expense waivers	10,491		14,573		33,736		45,931
Waiver of incentive fees	—		—		—		—
Waiver of internal administrative services expenses	(959)		(735)		(2,495)		(2,233)

Total expenses, net of fee and expense waivers	9,532		13,838		31,241		43,698
Net investment income before taxes	9,987		13,978		34,525		41,927
Income tax expense, including excise tax	97		82		192		241

NET INVESTMENT INCOME	9,890		13,896		34,333		41,686

NET REALIZED LOSS ON INVESTMENTS
Non-Control/Non-Affiliate investments	(17,868)		(11,026)		(31,507)		(12,098)
Affiliate investments	—		—		(4,054)		(5,266)
Control investments	—		(35)		—		(633)
Total net realized loss on investments	(17,868)		(11,061)		(35,561)		(17,997)

NET REALIZED INCOME (LOSS)	(7,978)		2,835		(1,228)		23,689

NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS
Non-Control/Non-Affiliate investments	43,467		2,579		(24,753)		755
Affiliate investments	4,157		237		2,617		4,674
Control investments	300		112		(881)		7,241
Total net change in unrealized appreciation (depreciation) on investments	47,924		2,928		(23,017)		12,670






NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	39,946	$	5,763	$	(24,245)	$	36,359
PER SHARE INFORMATION - BASIC AND DILUTED
NET INVESTMENT INCOME PER SHARE	$	0.12	$	0.18	$	0.43	$	0.53
NET REALIZED INCOME (LOSS) PER SHARE	$	(0.11)	$	0.04	$	(0.02)	$	0.30
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE (EARNINGS PER SHARE)	$	0.50	$	0.07	$	(0.31)	$	0.46

WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED	79,608,304		78,794,751		79,079,204		78,807,179


	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase (decrease) in net assets resulting from operations	$	(24,245)	$	36,359
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash generated from operating activities:
Principal repayments received and proceeds from sales of investments in portfolio companies	147,792		280,055
Investments in portfolio companies	(72,635)		(222,627)
Net change in unrealized (appreciation) depreciation on portfolio investments	23,017		(12,670)
Net realized loss on sale of portfolio investments	35,561		17,997
Amortization of deferred financing costs	1,078		1,011
Amortization of deferred offering costs	205		285
Accretion of unearned income	(4,230)		(6,152)
Payment-in-kind interest accrual	(3,230)		(3,351)
Changes in other assets and liabilities:
Interest receivable	171		(298)

Prepaid and other assets	1,560		501

Base management and incentive fees payable	(690)		852
Due to affiliates	(39)		109
Directors’ fees payable	55		6
Accounts payable and other liabilities	364		299


Net cash generated from operating activities	104,734		92,376

CASH FLOWS FROM FINANCING ACTIVITIES

Redemption of common stock	(6,094)		(19,345)

Payment of offering costs	(205)		(285)
Payment of stockholder distributions	(18,494)		(22,433)
Repayments on credit facilities payable	(149,198)		(196,500)
Proceeds from credit facilities payable	79,327		145,500

Payment of deferred financing costs	(623)		—
Net cash used in financing activities	(95,287)		(93,063)
Net increase (decrease) in cash, cash equivalents and restricted cash	9,447		(687)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT THE BEGINNING OF THE PERIOD	21,846		21,757
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT THE END OF THE PERIOD	$	31,293	$	21,070

Supplemental cash flow disclosures:
Cash paid for interest	$	12,294	$	18,999
Cash paid for income taxes	795		1,221
Non-cash financing activities:
Stockholder distributions declared and unpaid	—		4,521
Stockholder distributions reinvested	13,695		18,982
Unpaid deferred financing costs	6		8


			Nine Months Ended September 30, 2020								Nine Months Ended September 30, 2020
Portfolio Company	Fair Value at December 31, 2019		Gross Additions (Cost)*		Gross Reductions (Cost)**		Net Unrealized Gain (Loss) ***		Fair Value at September 30, 2020		Net Realized Gain (Loss)		Interest Income		Fee Income		Dividend Income

Affiliate Investments
AFG Capital Group, LLC
Term loan	$	209	$	—	$	(65)	$	—	$	144	$	—	$	13	$	—	$	—
Member units	1,295		—		—		45		1,340		—		—		—		—

Analytical Systems Keco, LLC
Term loan	$	1,266	$	9	$	(85)	$	(1)	$	1,189	$	—	$	131	$	—	$	—
Preferred member units	800		—		—		—		800		—		—		—		—
Warrants	79		—		(1)		10		88		—		—		—		—
Brewer Crane Holdings, LLC
Term loan	2,233		6		(92)		—		2,147		—		195		—		—
Preferred member units	1,070		—		—		333		1,403		—		—		—		23
Centre Technologies Holdings, LLC
Term loan	3,008		11		(117)		—		2,902		—		284		—		—
Preferred member units	1,460		—		—		55		1,515		—		—		23		—
Chamberlin Holding, LLC
Term loan	4,443		22		(450)		(22)		3,993		—		400		—		—
Member units	6,009		—		—		992		7,001		—		—		45		683
Member units	363		—		—		(133)		230		—		—		—		13
Charlotte Russe, Inc.
Common stock	—		—		—		—		—		—		—		—		—
Charps, LLC
Term loan	500		—		(38)		—		462		—		56		—		—
Preferred member units	1,730		—		—		620		2,350		—		—		—		113
Clad-Rex Steel, LLC
Term loan	2,696		9		—		(2)		2,703		—		229		—		—
Member units	2,408		—		—		(255)		2,153		—		—		—		79
Term loan (Clad-Rex Steel RE Investor, LLC)	282		—		(5)		—		277		—		21		—		—
Member units (Clad-Rex Steel RE Investor, LLC)	115		—		—		—		115		—		—		—		—
Cody Pools Holdings, LLC
Term loan	—		4,008		(184)		76		3,900		—		290		—		—
Preferred member units	—		2,079		—		882		2,961		—		—		15		—
Copper Trail Energy Fund I, LP
LP interests	1,643		1,212		(439)		(562)		1,854		21		—		14		1,170
Digital Products Holdings LLC
Term loan	4,611		15		(278)		157		4,505		—		422		—		—
Preferred member units	1,294		—		—		433		1,727		—		—		—		50
Direct Marketing Solutions, Inc.
Term loan	3,929		16		(157)		(16)		3,772		—		376		—		—
Preferred stock	5,051		—		—		(36)		5,015		—		—		—		—
Freeport Financial Funds
LP interests	9,696		990		(160)		(205)		10,321		—		—		—		630
Gamber-Johnson Holdings, LLC
Term loan	4,755		419		(203)		(11)		4,960		—		329		—		—
Member units	13,352		—		—		(41)		13,311		—		—		—		763
Guerdon Modular Holdings, Inc.
Term loan	—		30		(3,147)		3,117		—		(2,792)		30		—		—
Term loan	—		1		(253)		252		—		(252)		—		—		—
Common stock	—		—		(746)		746		—		(746)		—		—		—
Preferred stock	—		—		(285)		285		—		(285)		—		—		—
Gulf Publishing Holdings, LLC
Term loan	3,124		96		—		(279)		2,941		—		312		—		—
Revolving line of credit	70		1		(10)		—		61		—		5		—		—
Member units	605		—		—		(605)		—		—		—		—		—
Harris Preston Fund Investments
LP interests (HPEP 3, LP)	2,474		597		—		—		3,071		—		—		—		—
Hawk Ridge Systems, LLC
Term loan	3,350		12		—		(12)		3,350		—		139		—		—
Revolving line of credit	148		100		—		—		248		—		—		—		—
Preferred member units	1,975		—		—		33		2,008		—		—		—		17
Preferred member units (HRS Services, ULC)	105		—		—		—		105		—		—		—		—
J&J Services, Inc.
Term Loan	4,315		26		(800)		59		3,600		—		391		—		—
Preferred stock	1,790		—		(18)		1,207		2,979		—		—		—		—

Kickhaefer Manufacturer Company, LLC
Term loan	$	6,146	$	371	$	(740)	$	(1)	$	5,776	$	—	$	587	$	—	$	—
Term loan	977		8		(5)		—		980		—		76		—		—
Member units	3,060		—		—		(21)		3,039		—		—		—		17
Member units (KMC RE Investor, LLC)	290		—		—		—		290		—		—		—		—
Market Force Information, Inc.
Term loan	5,625		790		(59)		(2,927)		3,429		—		63		—		—
Revolving line of credit	674		—		(696)		22		—		—		10		—		—
Member units	1,319		—		—		(1,319)		—		—		—		—		—
M.H. Corbin Holding LLC
Term loan	2,213		17		(60)		(20)		2,150		—		223		—		—
Preferred member units	1,192		—		—		(452)		740		—		—		—		—
Common units	5		—		—		(5)		—		—		—		—		—
Mystic Logistics Holdings, LLC
Term loan	1,561		254		(134)		—		1,681		—		156		—		—
Common stock	2,103		—		—		440		2,543		—		—		—		—
NexRev, LLC
Term loan	4,331		56		(111)		(126)		4,150		—		378		—		—
Preferred member units	1,577		—		—		(1,340)		237		—		—		—		(14)
NuStep, LLC
Term loan	4,901		19		(40)		—		4,880		—		469		—		—
Preferred member units	2,550		—		—		—		2,550		—		—		—		—
SI East, LLC
Term loan	10,988		25		—		(25)		10,988		—		827		—		—
Preferred member units	2,734		—		(1)		506		3,239		—		—		—		431
Tedder Acquisition, LLC
Term loan	4,066		176		—		(65)		4,177		—		391		—		—
Revolving line of credit	158		—		(158)		—		—		—		15		—		—
Preferred member units	2,034		—		—		—		2,034		—		—		—		—
Trantech Radiator Topco, LLC
Term loan	2,237		13		(120)		50		2,180		—		217		—		—
Common stock	1,164		—		(1)		778		1,941		—		—		—		22
Total Affiliate Investments	$	154,158	$	11,388	$	(9,658)	$	2,617	$	158,505	$	(4,054)	$	7,035	$	97	$	3,997


			Twelve Months Ended December 31, 2019								Twelve Months Ended December 31, 2019
Affiliate Investments	Fair Value at December 31, 2018		Gross Additions (Cost)*		Gross Reductions (Cost)**		Net Unrealized Gain (Loss)***		Fair Value at December 31, 2019		Net Realized Gain (Loss)		Interest Income		Fee Income		Dividend Income

AFG Capital Group, LLC
Term loan	$	—	$	260	$	(51)	$	—	$	209	$	—	$	16	$	—	$	—
Member units	995		1		—		299		1,295		—		—		—		(10)
Warrants	237		195		(260)		(172)		—		195		—		—		—
Analytical Systems Keco, LLC
Term loan	—		1,403		(143)		6		1,266		—		69		—		—
Preferred member units	—		800		—		—		800		—		—		—		—
Warrants	—		79		—		—		79		—		—		—		—

Brewer Crane Holdings, LLC
Term loan	2,347		10		(124)		—		2,233		—		297		—		—
Preferred member units	1,070		—		—		—		1,070		—		—		—		30
Centre Technologies Holdings, LLC
Term loan	—		3,069		(67)		6		3,008		—		362		30		—
Preferred member units	—		1,460		—		—		1,460		—		—		—		—
Chamberlin Holding, LLC
Term loan	4,933		28		(608)		90		4,443		—		633		75		—
Member units	4,735		—		—		1,274		6,009		—		—		—		276
Member units (Langfield RE, LLC)	183		79		—		101		363		—		—		—		90
Charlotte Russe, Inc.
Common stock	3,090		—		(6,236)		3,146		—		(5,430)		(84)		—		—
Charps, LLC
Term loan	2,975		452		(3,374)		(53)		—		—		236		—		—
Term loan	—		500		—		—		500		—		4		2		—
Preferred member units	568		—		—		1,162		1,730		—		—		—		134
Clad-Rex Steel, LLC
Term loan	3,020		14		(300)		(38)		2,696		—		348		—		—
Member units	2,653		—		—		(245)		2,408		—		1		—		67
Term loan (Clad-Rex Steel RE Investor, LLC)	288		—		(5)		(1)		282		—		29		—		—
Member units (Clad-Rex Steel RE Investor, LLC)	88		—		—		27		115		—		—		—		—
Copper Trail Energy Fund I, LP
LP Interests	—		4,029		(1,916)		(470)		1,643		—		—		17		(250)
Digital Products Holdings, LLC
Term loan	6,320		42		(1,530)		(221)		4,611		—		756		—		—
Preferred member units	2,116		259		—		(1,081)		1,294		—		—		—		37
Direct Marketing Solutions, Inc.
Term loan	4,404		29		(574)		70		3,929		—		612		—		—
Preferred stock	3,725		—		—		1,326		5,051		—		—		—		—
Freeport Financial Funds
LP interests	10,980		798		(1,998)		(84)		9,696		—		—		—		1,033
Gamber-Johnson Holdings, LLC
Term loan	5,371		23		(616)		(23)		4,755		—		503		—		—
Member units	11,365		—		—		1,987		13,352		—		—		—		930
Guerdon Modular Holdings, Inc.
Term loan	3,001		11		(19)		(2,993)		—		—		(252)		—		—
Term loan	—		252		—		(252)		—		—		2		3		—
Common stock	—		—		—		—		—		—		—		—		—
Class B preferred stock	—		—		—		—		—		—		—		—		—
Gulf Publishing Holdings, LLC
Term loan	3,131		14		(33)		12		3,124		—		412		—		—
Revolving line of credit	—		80		(10)		—		70		—		6		—		—
Member units	1,030		1		—		(426)		605		—		—		—		—
Harris Preston Fund Investments
LP interests (HPEP 3, LP)	1,733		741		—		—		2,474		—		—		—		—
LP interests (2717 HM, LP)	1,133		1,195		(2,328)		—		—		—		—		—		—

Hawk Ridge Systems, LLC
Term loan	$	3,575	$	17	$	(225)	$	(17)	$	3,350	$	—	$	379	$	—	$	—
Revolving line of credit	—		151		(3)		—		148		—		1		—		—
Preferred member units	1,815		—		—		160		1,975		—		—		—		94
Preferred member units (HRS Services, ULC)	95		—		—		10		105		—		—		—		—
HW Temps, LLC
Term loan	2,484		391		(2,875)		—		—		—		—		—		—
Preferred member units	986		—		(986)		—		—		—		—		—		—
J & J Services, Inc.
Term loan	—		4,403		(88)		—		4,315		—		90		—		—
Preferred member units	—		1,790		—		—		1,790		—		—		—		—
Kickhaefer Manufacturer Company, LLC
Term loan	6,795		51		(700)		—		6,146		—		846		—		—
Term loan	259		3		(266)		4		—		—		5		—		—
Term loan	991		—		(14)		—		977		—		90		—		—
Preferred member units	3,060		—		—		—		3,060		—		—		—		27
Member units (KMC RE Investor, LLC)	248		—		—		42		290		—		—		—		—
Market Force Information, Inc.
Term loan	5,617		115		(1)		(106)		5,625		—		787		—		—
Revolving line of credit	50		696		(50)		(22)		674		—		33		—		—
Member units	3,275		485		—		(2,441)		1,319		—		—		—		—
M.H. Corbin Holding, LLC
Term loan	2,934		272		(1,115)		122		2,213		10		291		—		—
Preferred member units	250		—		—		(245)		5		—		—		—		—
Common units	—		1,100		—		92		1,192		—		—		—		—
Mystic Logistics Holdings, LLC
Term loan	1,877		10		(320)		(6)		1,561		—		222		—		—
Common stock	52		1		—		2,050		2,103		—		—		—		67
NexRev, LLC
Term loan	4,322		218		(161)		(48)		4,331		—		506		—		—
Preferred member units	1,972		—		—		(395)		1,577		—		—		—		49
NuStep, LLC
Term loan	5,073		28		(200)		—		4,901		—		655		—		—
Preferred member units	2,550		—		—		—		2,550		—		—		—		—
SI East, LLC
Term loan	11,582		41		(762)		127		10,988		—		1,227		—		—
Preferred member units	2,000		—		—		734		2,734		—		—		—		153
SoftTouch Medical Holdings, LLC
Term loan	—		—		—		—		—		(41)		—		—		—
Tedder Acquisition, LLC
Term loan	3,983		20		(1)		64		4,066		—		518		—		—
Revolving line of credit	118		300		(260)		—		158		—		16		1		—
Preferred member units	1,869		165		—		—		2,034		—		—		—		—
Trantech Radiator Topco, LLC
Term loan	—		2,616		(378)		(1)		2,237		—		195		—		—
Common stock	—		1,164		—		—		1,164		—		—		—		17
Total Affiliate Investments	$	149,323	$	29,861	$	(28,597)	$	3,571	$	154,158	$	(5,266)	$	9,811	$	128	$	2,744


	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
First lien secured debt investments	$	—	$	—	$	676,882	$	676,882
Second lien secured debt investments	—		—		35,505		35,505
Unsecured debt investments	—		—		12,789		12,789
Equity investments (1)	—		—		177,482		177,482
Total	$	—	$	—	$	902,658	$	902,658


	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range	Weighted Average (2)
LMM equity investments	$	95,531	Discounted Cash Flows	WACC	11.7% - 19.9%	14.0%
			Market Approach/Enterprise Value	EBITDA Multiples (1)	4.0x - 10.5x	6.8x

LMM debt investments	124,379		Discounted Cash Flows	Expected Principal Recovery	78.0% - 100.0%	99.2%
				Risk Adjusted Discount Factor	8.0% - 21.1%	13.6%
Private Loan debt investments	378,236		Discounted Cash Flows	Expected Principal Recovery	1.1% - 100.0%	99.6%
				Risk Adjusted Discount Factor	5.9% - 26.6%	10.2%
	38,521		Market Approach	Third Party Quotes	85.5% - 100.0%	95.9%
Private Loan equity investments	28,298		Market Approach/Enterprise Value	EBITDA Multiples (1)	4.9x - 11.9x	7.8x
			Discounted Cash Flows	WACC	11.2% - 16.4%	12.9%
Middle Market debt investments	9,556		Discounted Cash Flows	Expected Principal Recovery	100.0% - 100.0%	100.0%
				Risk Adjusted Discount Factor	7.9% - 7.9%	7.9%
	174,484		Market Approach	Third Party Quotes	44.7% - 100.0%	89.0%
Middle Market equity investments	4,318		Market Approach	Third Party Quotes	$0.0 - $49.6	$48.1
			Discounted Cash Flows	WACC	11.8% - 18.0%	11.8%
			Market Approach/Enterprise Value	EBITDA Multiples (1)	3.9x - 7.7x	7.7x
Other Portfolio investments (3)	30,924		Market Approach	NAV (1)	73.9% - 108.8%	94.5%
	18,411		Discounted Cash Flows	Constant Default Rate	1.0%	1.0%
				Constant Prepayment Rate	20.0%	20.0%
				Reinvestment Spread	3.3%	3.3%
				Reinvestment Price	99.5%	99.5%
				Recovery Rate	70.0%	70.0%
				Yield to Maturity	13.2%	13.2%
	$	902,658


Type of Investment	December 31, 2019 Fair Value		PIK Interest Accrual		New Investments(1)		Sales/ Repayments		Net Change in Unrealized Appreciation (Depreciation) (2)		Net Realized Gain (Loss)		September 30, 2020 Fair Value
LMM Equity	$	95,554	$	—	$	4,451	$	(19)	$	(3,422)	$	(1,033)	$	95,531
LMM Debt	129,567		220		13,503		(15,333)		(533)		(3,045)		124,379
Private Loan Equity	20,716		100		12,350		(32)		(4,836)		—		28,298
Private Loan Debt	460,436		2,378		32,758		(63,473)		(15,254)		(88)		416,757
Middle Market Debt	264,787		532		12,578		(69,776)		5,119		(29,200)		184,040
Middle Market Equity	7,641		—		—		—		(1,106)		(2,217)		4,318
Other Portfolio (3)	48,896		—		1,225		510		(1,318)		22		49,335
Total	$	1,027,597	$	3,230	$	76,865	$	(148,123)	$	(21,350)	$	(35,561)	$	902,658


Type of Investment	December 31, 2018 Fair Value		PIK Interest Accrual		New Investments(1)		Sales/ Repayments		Net Change in Unrealized Appreciation (Depreciation) (2)		Net Realized Gain (Loss)		September 30, 2019 Fair Value
LMM Equity	$	79,641	$	174	$	5,130	$	(1,198)	$	6,519	$	148	$	90,414
LMM Debt	130,633		220		15,709		(16,319)		(1,032)		10		129,221
Private Loan Equity	16,905		56		2,366		(2,128)		4,543		1,026		22,768
Private Loan Debt	392,034		2,543		141,698		(92,457)		10,628		(2,224)		452,222
Middle Market Debt	428,569		358		29,959		(134,202)		(6,572)		(16,323)		301,789
Middle Market Equity	5,702		—		3,679		—		(1,524)		—		7,857
Other Portfolio (3)	53,084		—		30,834		(33,710)		(363)		(634)		49,211
Total	$	1,106,568	$	3,351	$	229,375	$	(280,014)	$	12,199	$	(17,997)	$	1,053,482


	Investments at Cost		Cost Percentage of Total Portfolio		Investments at Fair Value		Fair Value Percentage of Total Portfolio
First lien secured debt investments	$	725,875	77.5	%	$	676,882	75.0	%
Second lien secured debt investments	36,581		3.9		35,505		3.9
Unsecured debt investments	12,817		1.4		12,789		1.4
Equity investments (1)	159,518		17.0		176,242		19.5
Equity warrants	1,670		0.2		1,240		0.2
Total	$	936,461	100.0	%	$	902,658	100.0	%


	Cost				Fair Value
	September 30, 2020		December 31, 2019		September 30, 2020		December 31, 2019
Machinery	6.0	%	5.9	%	8.0	%	7.7	%
Commercial Services and Supplies	7.3		8.5		7.0		8.2
Aerospace and Defense	5.7		5.0		5.8		5.1
Oil, Gas, and Consumable Fuels	6.2		6.3		5.7		6.3
IT Services	4.7		4.5		4.8		4.5
Communications Equipment	5.6		5.0		4.7		4.4
Diversified Telecommunication Services	4.8		4.4		4.7		4.3
Health Care Providers and Services	5.3		4.7		4.5		4.2
Internet Software and Services	4.8		3.9		4.3		3.8
Construction and Engineering	3.1		3.3		3.8		3.4
Distributors	3.6		2.5		3.7		2.4
Leisure Equipment and Products	3.3		4.0		3.5		3.6
Trading Companies and Distributors	3.2		1.6		3.2		1.6
Specialty Retail	3.6		3.3		2.9		3.0
Energy Equipment and Services	2.8		2.8		2.7		2.6
Media	2.2		4.2		2.5		4.5
Transportation Infrastructure	2.4		2.3		2.4		2.3
Diversified Consumer Services	2.1		2.4		2.3		1.6
Hotels, Restaurants, and Leisure	3.1		2.8		2.2		2.7
Computers and Peripherals	1.0		2.7		2.1		3.8
Diversified Financial Services	1.8		1.7		1.9		1.7
Wireless Telecommunication Services	1.7		1.5		1.7		1.5
Containers and Packaging	1.5		1.3		1.7		1.4
Software	1.1		0.8		1.5		1.1
Food & Staples Retailing	1.4		1.2		1.4		1.2
Household Durables	1.4		1.2		1.3		1.1
Internet and Catalog Retail	1.4		1.7		1.3		1.4
Professional Services	2.0		1.8		1.1		1.5
Construction Materials	0.7		0.9		1.1		1.3
Other (1)	6.2		7.8		6.2		7.8
Total	100.0	%	100.0	%	100.0	%	100.0	%


HMS Income Fund, Inc.
Condensed Consolidated Schedule of Investments
As of September 30, 2020
(dollars in thousands)
Portfolio Company (1) (3)	Investment Date (27)	Business Description	Type of Investment (2) (3)	Index Rate (22)	Principal (7)		Cost (7)		Fair Value (26)

Control Investments (6)
CTMH, LP (9) (15)	July 17, 2017	Investment Partnership	LP Interests (CTMH, LP) (Fully diluted 38.8%)	—	$	—	$	872	$	872
GRT Rubber Technologies, LLC (10) (13)	December 19, 2014	Manufacturer of Engineered Rubber Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 7.16%, Secured Debt (Maturity - December 31, 2023) (8)	1 month LIBOR	8,262		8,245		8,262
			Member Units (2,896 units) (16)	—	—		6,435		22,374
							14,680		30,636
Harris Preston Fund Investments (9) (15)	August 9, 2017	Investment Partnership	LP Interests (2717 MH, LP) (Fully diluted 49.3%)	—	—		2,735		3,277

Subtotal Control Investments (6) (4% of total investments at fair value)							$	18,287	$	34,785
Affiliate Investments (4)
AFG Capital Group, LLC (10) (13)	November 7, 2014	Provider of Rent-to-Own Financing Solutions and Services	10.00% Secured Debt (Maturity - May 25, 2022) (14)	None	$	144	$	144	$	144
			Member Units (46 units)	—	—		300		1,340
							444		1,484
Analytical Systems Keco, LLC (10) (13)	February 26, 2018	Manufacturer of Liquid and Gas Analyzers	LIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.00%, Secured Debt (Maturity - August 16, 2024) (8)	1 month LIBOR	1,306		1,184		1,189
			Preferred Member Units (800 units)	—	—		800		800
			Warrants (105 Equivalent Shares; Expiration - August 16, 2029; Strike Price - $0.01 per Share)	—	—		79		88
							2,063		2,077
Brewer Crane Holdings, LLC (10) (13)	January 9, 2018	Provider of Crane Rental and Operating Services	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity - January 9, 2023) (8)	1 month LIBOR	2,170		2,147		2,147
			Preferred Member Units (737 units) (16)	—	—		1,070		1,403
							3,217		3,550
Centre Technologies Holdings, LLC (10) (13)	January 4, 2019	Provider of IT Hardware Services and Software Solutions	LIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.00%, Secured Debt (Maturity - January 4, 2024) (8)	1 month LIBOR	2,945		2,898		2,902
			Preferred Member Units (3,174 units)	—	—		1,460		1,515
							4,358		4,417
Chamberlin Holding, LLC (10) (13)	February 26, 2018	Roofing and Waterproofing Specialty Subcontractor	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity - February 24, 2023) (8)	1 month LIBOR	3,993		3,925		3,993
			Member Units (1,087 units) (16)	—	—		2,860		7,001
			Member Units (Chamberlin Langfield Real Estate, LLC) (1 unit) (16)	—	—		262		230
							7,047		11,224
Charlotte Russe, Inc.	July 14, 2014	Fast-Fashion Retailer to Young Women	Common Stock (14,973 shares)	—	—		2,470		—


Charps, LLC (10) (13)	February 3, 2017	Pipeline Maintenance and Construction	15.00% Secured Debt (Maturity - June 5, 2022) (14)	None	462		462		462
			Preferred Member Units (400 units) (16)	—	—		100		2,350
							562		2,812
Clad-Rex Steel, LLC (10) (13)	December 20, 2016	Specialty Manufacturer of Vinyl-Clad Metal	LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity - December 20, 2021) (8)	1 month LIBOR	2,720		2,703		2,703


HMS Income Fund, Inc.
Condensed Consolidated Schedule of Investments
As of December 31, 2019
(dollars in thousands)
Portfolio Company (1) (3)	Investment Date (27)	Business Description	Type of Investment (2) (3)	Index Rate (22)	Principal (7)		Cost (7)		Fair Value (26)

Control Investments (6)
CTMH, LP (9) (15)	July 17, 2017	Investment Partnership	LP Interests (CTMH, LP) (Fully diluted 38.80%)	—	$	—	$	872	$	872
GRT Rubber Technologies, LLC (10) (13)	December 19, 2014	Manufacturer of Engineered Rubber Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.71%, Secured Debt (Maturity - December 31, 2023) (8)	1 month LIBOR	7,396		7,375		7,396
			Member Units (2,896 units) (16)	—	—		6,435		23,372
							13,810		30,768
Harris Preston Fund Investments (9) (15)	August 9, 2017	Investment Partnership	LP Interests (2717 MH, LP) (Fully diluted 49.30%)	—	—		2,735		3,156

Subtotal Control Investments (6) (3% of total investments at fair value)							$	17,417	$	34,796
Affiliate Investments (4)
AFG Capital Group, LLC (10) (13)	November 7, 2014	Provider of Rent-to-Own Financing Solutions and Services	10.00% Secured Debt (Maturity - May 25, 2022) (14)	None	$	209	$	209	$	209
			Member Units (46 units) (16)	—	—		300		1,295
							509		1,504
Analytical Systems Keco, LLC (10) (13)	February 26, 2018	Manufacturer of Liquid and Gas Analyzers	LIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.13%, Secured Debt (Maturity - August 16, 2024) (8)	1 month LIBOR	1,391		1,260		1,266
			Preferred Member Units (800 units)	—	—		800		800
			Warrants (105 equivalent shares; Expiration - August 16, 2029)	—	—		79		79
							2,139		2,145
Brewer Crane Holdings, LLC (10) (13)	January 9, 2018	Provider of Crane Rental and Operating Services	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.71%, Secured Debt (Maturity - January 9, 2023) (8)	1 month LIBOR	2,263		2,233		2,233
			Preferred Member Units (737 units) (16)	—	—		1,070		1,070
							3,303		3,303
Centre Technologies Holdings, LLC (10) (13)	January 4, 2019	Provider of IT Hardware Services and Software Solutions	LIBOR Plus 9.00% (Floor 2.00%), Current Coupon 10.75%, Secured Debt (Maturity - January 4, 2024) (8)	1 month LIBOR	3,060		3,003		3,008
			Preferred Member Units (3,174 units)	—	—		1,460		1,460
							4,463		4,468
Chamberlin Holding, LLC (10) (13)	February 26, 2018	Roofing and Waterproofing Specialty Subcontractor	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.00%, Secured Debt (Maturity - February 23, 2023) (8)	1 month LIBOR	4,443		4,353		4,443
			Member Units (1,087 units) (16)	—	—		2,860		6,009
			Member Units (Langfield RE, LLC) (1 unit)	—	—		262		363
							7,475		10,815
Charlotte Russe, Inc.	July 14, 2014	Fast-Fashion Retailer to Young Women	Common Stock (14,973 shares)	None	—		2,470		—
Charps, LLC (10) (13)	February 3, 2017	Pipeline Maintenance and Construction	15.00% Secured Debt (Maturity - June 5, 2022) (14)	None	500		500		500

			Preferred Member Units (400 units) (16)	—	—		100		1,730
							600		2,230
Clad-Rex Steel, LLC (10) (13)	December 20, 2016	Specialty Manufacturer of Vinyl-Clad Metal	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.71%, Secured Debt (Maturity - December 20, 2021) (8)	1 month LIBOR	2,720		2,694		2,696
			Member Units (179 units) (16)	—	—		1,820		2,408


	Investments at Cost		Cost Percentage of Total Portfolio		Investments at Fair Value		Fair Value Percentage of Total Portfolio
Southeast	$	211,802	24.0	%	$	209,114	24.5	%
Midwest	202,234		23.0		205,889		24.1
Southwest	205,083		23.3		190,936		22.4
Northeast	115,600		13.1		113,919		13.4
West	122,897		13.9		110,425		12.9
Non-United States	24,003		2.7		23,040		2.7
Total	$	881,619	100.0	%	$	853,323	100.0	%


	Investments at Cost		Cost Percentage of Total Portfolio		Investments at Fair Value		Fair Value Percentage of Total Portfolio
Midwest	$	223,575	22.7	%	$	229,246	23.4	%
Southeast	215,254		21.8		218,819		22.4
Southwest	207,284		21.0		202,918		20.7
West	183,955		18.6		174,871		17.9
Northeast	130,531		13.2		127,098		13.0
Non-United States	26,368		2.7		25,749		2.6
Total	$	986,967	100.0	%	$	978,701	100.0	%


HMS-ORIX SLF LLC
Statement of Operations
(dollars in thousands)
	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Investment income
Interest income	$	2	$	3,030
Dividend income	—		—
Fee income	—		—
Other income	—		—
Total investment income	2		3,030
Expenses
Interest expense	—		2,130
Other expenses	—		—
General and administrative expenses	60		96
Total expenses	60		2,226
Net investment income (loss)	(58)		804
Net realized loss from investments	—		(1,514)
Net realized loss	(58)		(710)
Net change in unrealized appreciation on investments	—		6,647
Net increase (decrease) in net assets resulting from operations	$	(58)	$	5,937


	Payments Due By Period (dollars in thousands)
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
TIAA Credit Facility (1)	$	90,000	$	—	$	90,000	$	—	$	—
Deutsche Bank Credit Facility	285,129		—		285,129		—		—
Total Credit Facilities	$	375,129	$	—	$	375,129	$	—	$	—


Per Share Data:	Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019
NAV at beginning of period	$	7.77	$	7.96
Results from Operations
Net investment income (1) (2)	0.43		0.53
Net realized loss on investments (1) (2)	(0.45)		(0.23)
Net change in unrealized appreciation (depreciation) on investments (1) (2)	(0.29)		0.16

Net increase (decrease) in net assets resulting from operations	(0.31)		0.46
Stockholder distributions (1) (3)
Distributions from net investment income (1) (2)	(0.35)		(0.52)
Distributions in excess of net investment income (1) (2)	—		—


Net decrease in net assets resulting from stockholder distributions	(0.35)		(0.52)






Other (4)	(0.01)		—
NAV at end of the period	$	7.10	$	7.90

Shares of common stock outstanding at end of period	79,608,304		78,498,726
Weighted average shares of common stock outstanding	79,079,204		78,807,179


	Distributions
	Per Share		Amount
2020

Three months ended September 30, 2020	$	—	$	—
Three months ended June 30, 2020	$	0.18	$	13,790
Three months ended March 31, 2020	$	0.17	$	13,730
2019

Three months ended September 30, 2019	$	0.17	$	13,900
Three months ended June 30, 2019	$	0.18	$	13,754
Three months ended March 31, 2019	$	0.17	$	13,606


	September 30, 2020		December 31, 2019
Deferred tax assets:
Net operating loss carryforwards	$	2,509	$	2,420
Foreign tax credit carryforwards	10		10
Capital loss carryforwards	23,150		14,750
Net basis differences in portfolio investments	67		—
Net unrealized depreciation of portfolio investments	(1,012)		67
Total deferred tax assets	24,724		17,247
Deferred tax liabilities:
Net basis differences in portfolio investments	(4,183)		(3,217)
Net unrealized appreciation of portfolio investments	(16)		(1,576)
Other	—		—
Total deferred tax liabilities	(4,199)		(4,793)
Valuation allowance	(20,525)		(12,454)
Total net deferred tax assets (liabilities)	$	—	$	—


	Management Fee (1)				Subordinated Incentive Fee (1)
Quarter Ended	Waivers		Repaid to Adviser (2)		Waivers		Repaid to Adviser (2)		Operating Expense Ratio (3)	Annualized Distribution Rate (4)	Eligible to be Repaid Through (5)


























9/30/2018	$	—	$	—	$	2,535	$	—	2.01%	$0.70	9/30/2021
12/31/2018	$	—	$	—	$	798	$	—	2.32%	$0.70	12/31/2021


	Incurred				Incurred				Unpaid as of
	Three Months Ended September 30,				Nine Months Ended September 30,				September 30, 2020		December 31, 2019
Type and Recipient	2020		2019		2020		2019

Offering Costs - the Adviser, Sub-Adviser	$	28	$	94	$	205	$	285	$	—	$	—

Other (2) - the Adviser	191		263		472		644		5		44




Due to Affiliates									$	5	$	44

Base Management Fees - the Adviser, Sub-Adviser	4,701		5,498		14,325		16,857		$	4,698	$	5,388
Incentive Fees on Income - the Adviser, Sub-Adviser (1)	—		1,209		—		3,939		—		—
Base Management and Incentive Fees Payable									$	4,698	$	5,388


For the Quarter Ended	Repurchase Date	Shares Repurchased	Percentage of Shares Tendered that were Repurchased	Repurchase Price per Share		Aggregate Consideration for Repurchased Shares
March 31, 2020	February 21, 2020	791,488.12	26.5%	$	7.70	$	6,094,455


	Commitments and Contingencies
	(dollars in thousands)
	September 30, 2020		December 31, 2019

Unfunded Loan Commitments
Adams Publishing Group, LLC	$	5,000	$	762
American Nuts, LLC	247		247
American Trailer Rental Group, LLC	—		400
Analytical Systems Keco, LLC	200		200
Arcus Hunting, LLC	120		1,398
ASC Ortho Management Company, LLC	—		750
Boccella Precast Products, LLC	—		500
Centre Technologies Holdings, LLC	600		600
Chamberlin Holding, LLC	400		400
Chisholm Energy Holdings, LLC	—		1,429
Classic H&G Holdings, LLC	1,000		—
Cody Pools Holdings, LLC	400		—
CTVSH, PLLC	200		200
Direct Marketing Solutions, Inc.	400		400
DTE Enterprises, LLC	750		750
Dynamic Communities, LLC	250		250
Gamber-Johnson Holdings, LLC	300		300
GRT Rubber Technologies, Inc.	660		1,526
Gulf Publishing Holdings, LLC	40		—
Guerdon Modular Holdings, Inc.	—		148
Hawk Ridge Systems, LLC	254		350
Hunter Defense Technologies, Inc.	1,770		3,540
HW Temps LLC	200		200
Independent Pet Partners Intermediate Holdings, LLC	6,126		9,357
Invincible Boat Company, LLC	1,080		648
J & J Services, Inc.	3,000		3,000
Kickhaefer Manufacturing Company, LLC	500		500
LL Management, Inc.	—		1,182
Lynx FBO Operating LLC	1,875		1,875
Mac Lean-Fogg Company	313		313
Market Force Information, Inc.	—		3
Mystic Logistics Holdings, LLC	200		200
NexRev, LLC	798		800
NinjaTrader, LLC	750		200
NuStep, LLC	300		300
SI East , LLC	2,500		2,500
TEAM Public Choices, LLC	—		351
Tedder Acquisition, LLC	140		140
Trantech Radiator Topco, LLC	400		400
Unfunded Capital Commitments
Brightwood Capital Fund III, LP	1,340		1,260
Brightwood Capital Fund IV, LP	500		1,000
Copper Trail Energy Fund I LP	2,839		3,416
Freeport Financial Funds	1,715		1,945
Harris Preston Fund Investments	1,929		2,526
Total	$	39,096	$	46,266


●						corporate and organizational expenses relating to offerings of our common stock, subject to certain limitations;
●						the cost of calculating our net asset value (“NAV”), including the cost of any third-party valuation services;
●						the cost of effecting sales and repurchases of shares of our common stock and other securities;
●						fees payable to third parties relating to, or associated with, monitoring our financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;
●						interest payable on debt, if any, including any hedging costs;
●						investment advisory fees;
●						transfer agent and custodial fees;
●						fees and expenses associated with marketing efforts;
●						federal and state registration fees;
●						federal, state and local taxes;
●						independent directors’ fees and expenses, including travel expenses;
●						costs of director and stockholder meetings, proxy statements, stockholders’ reports and notices;
●						cost of fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;
●						direct costs such as printing of stockholder reports and advertising or sales materials, mailing, long distance telephone, and staff;
●						fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act of 2002, the 1940 Act, and other applicable federal and state securities laws and regulations;
●						costs associated with our reporting and compliance obligations under the 1940 Act and other applicable federal and state securities laws and regulations;
●						brokerage commissions for our investments;
●						all other expenses incurred by our Advisers in performing their obligations, subject to the limitations included in the applicable advisory agreement; and
●						all other expenses incurred by us or any administrator in connection with administering our business, including payments under any administration agreement that will be based upon our allocable portion of overhead and other expenses incurred by any administrator in performing its obligations under any proposed administration agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.


	September 30, 2020								December 31, 2019
Cost:	LMM		Private Loan		Middle Market		Total		LMM		Private Loan		Middle Market		Total
First Lien Secured Debt	66.1	%	87.3	%	86.2	%	82.3	%	68.0	%	90.4	%	84.8	%	84.3	%
Second Lien Secured Debt	0.3		3.6		8.6		4.2		0.4		3.5		10.1		4.9
Unsecured Debt	0.1		2.7		—		1.4		0.1		2.5		0.6		1.4
Equity	32.9		6.3		5.2		11.9		30.9		3.5		4.5		9.2
Equity warrants	0.6		0.1		—		0.2		0.6		0.1		—		0.2
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%


	September 30, 2020								December 31, 2019
Fair Value:	LMM		Private Loan		Middle Market		Total		LMM		Private Loan		Middle Market		Total
First Lien Secured Debt	56.2	%	87.1	%	88.0	%	79.3	%	57.2	%	89.7	%	88.1	%	81.8	%
Second Lien Secured Debt	0.3		3.7		9.7		4.2		0.3		3.5		8.5		4.1
Unsecured Debt	0.1		2.9		—		1.5		0.1		2.5		0.6		1.4
Equity	43.3		6.1		2.3		14.9		42.3		4		2.8		12.5
Equity warrants	0.1		0.2		—		0.1		0.1		0.3		—		0.2
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%


	September 30, 2020				December 31, 2019
Investment Rating	Investments at Fair Value		Percentage of Total LMM Portfolio		Investments at Fair Value		Percentage of Total LMM Portfolio
1	$	86,964	39.5	%	$	86,453	38.4	%
2	42,311		19.2		28,130		12.5
3	43,242		19.7		48,597		21.6
4	43,964		20.0		61,941		27.5
5	3,429		1.6		—		—
Total	$	219,910	100.0	%	$	225,121	100.0	%


Change in interest rates	Increase (Decrease) in Interest Income		Increase (Decrease) in Interest Expense		Net Increase (Decrease) in Net Investment Income

Down 100 basis points	$	(161)	$	(600)	$	439
Down 50 basis points	(145)		(600)		455
Up 50 basis points	367		1,876		(1,509)
Up 100 basis points	1,878		3,751		(1,873)
Up 200 basis points	8,260		7,503		757
Up 300 basis points	14,969		11,254		3,715


Exhibit No.						Description
3.1						Articles of Amendment to the Registrant’s Articles of Amendment and Restatement (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on November 3, 2020 (File No. 814-00939) and incorporated herein by reference).
3.2						Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on November 3, 2020 (File No. 814-00939) and incorporated herein by reference).
10.1						Investment Advisory and Administrative Services Agreement by and between the Registrant and MSC Adviser I, LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 3, 2020 (File No. 814-00939) and incorporated herein by reference).
10.2						Custodian Agreement by and between the Registrant and State Street Bank and Trust Company (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on November 3, 2020 (File No. 814-00939) and incorporated herein by reference).
31.1						Certification of Chief Executive Officer of the Registrant, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
31.2						Certification of Chief Financial Officer of the Registrant, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).
32.1						Certification of Chief Executive Officer and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith).


		MSC INCOME FUND, INC.

Date:	November 12, 2020	By:	/s/ DWAYNE L. HYZAK
			Dwayne L. Hyzak
			Chairman, Chief Executive Officer and President

Date:	November 12, 2020	By:	/s/ BRENT D. SMITH
			Brent D. Smith
			Chief Financial Officer

Date:	November 12, 2020	By:	/s/ CORY E. GILBERT
			Cory E. Gilbert
			Chief Accounting Officer