UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 10-Q



(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended ~~June~~September 30, 2019
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number: 814-00939

________________

HMS Income Fund, Inc.

(Exact Name of Registrant as Specified in its Charter)



Maryland (State or Other Jurisdiction of Incorporation or Organization)	45-3999996 (I.R.S. Employer Identification No.)

2800 Post Oak Boulevard, Suite 5000 Houston, Texas (Address of Principal Executive Offices)	77056-6118 (Zip Code)

(888) 220-6121

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and formal fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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. Yes þ No o

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):



Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The issuer had ~~79,044,802~~79,009,406 shares of common stock outstanding as of ~~August~~November 12, 2019.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION



Item 1.	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Changes in Net Assets	3
	Condensed Consolidated Statements of Cash Flows	4
	Condensed Consolidated Schedules of Investments	5
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	55

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	56
Item 6.	Exhibits	57

Signatures		58

PART I — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

HMS Income Fund, Inc.

Condensed Consolidated Balance Sheets

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


	June 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
	(Unaudited)						(Unaudited)
ASSETS
Portfolio investments at fair value:
Non-Control/Non-Affiliate investments (amortized cost: $918,757 and $932,495 as of June 30, 2019 and December 31, 2018, respectively)	$	885,651		$	901,518
Affiliate investments (amortized cost: $139,445 and $143,372 as of June 30, 2019 and December 31, 2018, respectively)	150,459			149,323
Control investments (amortized cost: $15,734 and $45,821 as of June 30, 2019 and December 31, 2018, respectively)	32,138			55,727
Total portfolio investments (amortized cost: $1,073,936 and $1,121,688 as of June 30, 2019 and December 31, 2018, respectively)	1,068,248			1,106,568
Non-Control/Non-Affiliate investments (amortized cost: $900,620 and $932,495 as of September 30, 2019 and December 31, 2018, respectively)							$	870,059		$	901,518
Affiliate investments (amortized cost: $139,238 and $143,372 as of September 30, 2019 and December 31, 2018, respectively)							150,491			149,323
Control investments (amortized cost: $16,416 and $45,821 as of September 30, 2019 and December 31, 2018, respectively)							32,932			55,727
Total portfolio investments (amortized cost: $1,056,274 and $1,121,688 as of September 30, 2019 and December 31, 2018, respectively)							1,053,482			1,106,568

Cash and cash equivalents	20,667			21,757			21,070			21,757
Interest receivable	8,364			9,292			9,590			9,292
Receivable for securities sold	—			918			—			918
Prepaid and other assets	4,258			4,038			4,414			4,038
Deferred financing costs (net of accumulated amortization of $2,316 and $1,642 as of June 30, 2019 and December 31, 2018, respectively)	4,189			4,857
Deferred financing costs (net of accumulated amortization of $2,653 and $1,642 as of September 30, 2019 and December 31, 2018, respectively)							3,854			4,857
Total assets	$	1,105,726		$	1,147,430		$	1,092,410		$	1,147,430

LIABILITIES
Accounts payable and other liabilities	$	2,277		$	2,456		$	2,292		$	2,456
Stockholder distributions payable	4,521			4,676			4,521			4,676
Base management and incentive fees payable	6,964			5,854			6,706			5,854
Due to affiliates	54			57			166			57
Directors’ fees payable	70			21			27			21
Payable for securities purchased	5,466			—			596			—
Credit facilities payable	458,000			509,000			458,000			509,000
Total liabilities	477,352			522,064			472,308			522,064

Commitments and Contingencies (Note 13)

NET ASSETS
Common stock, $.001 par value; 150,000,000 shares authorized, 78,530,056 and 78,584,824 issued and outstanding as of June 30, 2019 and December 31, 2018, respectively	79			79
Common stock, $.001 par value; 150,000,000 shares authorized, 78,498,726 and 78,584,824 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively							78			79
Additional paid-in capital	678,175			678,627			678,044			678,627
Total accumulated earnings (loss)	(49,880		)	(53,340		)	(58,020		)	(53,340		)
Total net assets	628,374			625,366			620,102			625,366

Total liabilities and net assets	$	1,105,726		$	1,147,430		$	1,092,410		$	1,147,430

Net asset value per share	$	8.00		$	7.96		$	7.90		$	7.96

See notes to the condensed consolidated financial statements.

HMS Income Fund, Inc.

Condensed Consolidated Statements of Operations

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

(Unaudited)


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018			September��30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
INVESTMENT INCOME:
From non-control/non-affiliate investments:
Interest income	$	23,298		$	22,495		$	46,797		$	42,752		$	22,243		$	25,057		$	69,040		$	67,809
Fee income	118			653			425			921			325			748			750			1,669
Dividend income	859			226			1,186			529			(72		)	268			1,114			797
From affiliate investments:
Interest income	2,202			2,189			4,804			3,953			2,514			2,359			7,318			6,312
Fee income	25			53			62			102			28			16			90			118
Dividend income	638			552			1,034			1,027			1,001			843			2,035			1,870
From control investments:
Interest income	144			156			267			312			161			151			428			463
Fee income	18			18			35			35			18			17			53			52
Dividend income	1,346			653			3,199			1,348			1,598			709			4,797			2,057
Total investment income	28,648			26,995			57,809			50,979			27,816			30,168			85,625			81,147
EXPENSES:
Interest expense	6,621			6,107			13,728			11,235			6,214			6,626			19,942			17,861
Base management and incentive fees	6,964			5,737			14,089			11,431			6,707			8,439			20,796			19,870
Internal administrative services expenses	740			617			1,498			1,421			735			623			2,233			2,044
Offering costs	96			104			191			207			94			101			285			308
Professional fees	384			147			700			415			114			124			814			539
Insurance	48			48			96			96			114			47			210			143
Other general and administrative	540			493			1,056			936			595			511			1,651			1,447
Expenses before fee and expense waivers	15,393			13,253			31,358			25,741			14,573			16,471			45,931			42,212
Waiver of incentive fees													—			(2,535		)	—			(2,535		)
Waiver of internal administrative services expenses	(740		)	(617		)	(1,498		)	(1,421		)	(735		)	(623		)	(2,233		)	(2,044		)
Total expenses, net of fee and expense waivers	14,653			12,636			29,860			24,320			13,838			13,313			43,698			37,633
Net investment income before taxes	13,995			14,359			27,949			26,659			13,978			16,855			41,927			43,514
Income tax expense, including excise tax	101			95			159			197			82			(226		)	241			(29		)
NET INVESTMENT INCOME	13,894			14,264			27,790			26,462			13,896			17,081			41,686			43,543
NET REALIZED GAIN (LOSS) ON INVESTMENTS
Non-Control/Non-Affiliate investments	559			(536		)	(1,072		)	(8,693		)	(11,026		)	(8,149		)	(12,098		)	(16,842		)
Affiliate investments	242			—			(5,266		)	912			—			(9		)	(5,266		)	903
Control investments	(598		)	—			(598		)	—			(35		)	—			(633		)	—
Total net realized gain (loss) on investments	203			(536		)	(6,936		)	(7,781		)	(11,061		)	(8,158		)	(17,997		)	(15,939		)
NET REALIZED INCOME	14,097			13,728			20,854			18,681			2,835			8,923			23,689			27,604
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS
Non-Control/Non-Affiliate investments	(6,155		)	(2,147		)	(1,824		)	7,316			2,579			7,391			755			14,707
Affiliate investments	811			388			4,437			880			237			3,378			4,674			4,258
Control investments	3,023			253			7,129			902			112			4,088			7,241			4,990
Total net change in unrealized appreciation (depreciation) on investments	(2,321		)	(1,506		)	9,742			9,098			2,928			14,857			12,670			23,955
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	11,776		$	12,222		$	30,596		$	27,779		$	5,763		$	23,780		$	36,359		$	51,559
PER SHARE INFORMATION - BASIC AND DILUTED
NET INVESTMENT INCOME PER SHARE	$	0.17		$	0.18		$	0.35		$	0.33		$	0.18		$	0.22		$	0.53		$	0.55
NET REALIZED INCOME PER SHARE	$	0.17		$	0.17		$	0.26		$	0.23		$	0.04		$	0.12		$	0.30		$	0.35
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE (EARNINGS PER SHARE)	$	0.15		$	0.16		$	0.39		$	0.35		$	0.07		$	0.30		$	0.46		$	0.65
WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED	78,793,480			79,330,060			78,806,540			79,586,935			78,794,751			78,982,226			78,807,179			79,383,151

See notes to the condensed consolidated financial statements.

HMS Income Fund, Inc.

Condensed Consolidated Statements of Changes in Net Assets

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

(Unaudited)


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Change in Net Assets from Operations:
Net investment income	$	13,894		$	14,264		$	27,790		$	26,462		$	13,896		$	17,081		$	41,686		$	43,543
Net realized gain (loss) on investments	203			(536		)	(6,936		)	(7,781		)	(11,061		)	(8,158		)	(17,997		)	(15,939		)
Net change in unrealized appreciation (depreciation) on investments	(2,321		)	(1,506		)	9,742			9,098			2,928			14,857			12,670			23,955
Net increase in net assets resulting from operations	11,776			12,222			30,596			27,779			5,763			23,780			36,359			51,559

Change in Net Assets from Stockholders’ Distributions:
Net decrease in net assets resulting from stockholders’ distributions	(13,754		)	(13,855		)	(27,360		)	(27,658		)	(13,900		)	(13,938		)	(41,260		)	(41,596		)

Change in Net Assets from Capital Share Transactions:
Reinvestment of stockholder distributions	6,369			6,890			12,735			13,819			6,247			6,731			18,982			20,550
Repurchase of common stock	(6,410		)	(10,154		)	(12,963		)	(19,560		)	(6,382		)	(8,007		)	(19,345		)	(27,567		)
Net decrease in net assets resulting from capital share transactions	(41		)	(3,264		)	(228		)	(5,741		)	(135		)	(1,276		)	(363		)	(7,017		)

Total Increase (Decrease) in Net Assets	(2,019		)	(4,897		)	3,008			(5,620		)	(8,272		)	8,566			(5,264		)	2,946
Net Assets at beginning of the period	630,393			647,066			625,366			647,789			628,374			642,169			625,366			647,789
Net Assets at end of the period	$	628,374		$	642,169		$	628,374		$	642,169		$	620,102		$	650,735		$	620,102		$	650,735

NAV per share at end of the period	$	8.00		$	8.15		$	8.00		$	8.15		$	7.90		$	8.28		$	7.90		$	8.28
Distributions declared per share	$	0.18		$	0.18		$	0.35		$	0.35		$	0.17		$	0.17		$	0.52		$	0.52

Common shares outstanding, beginning of the period	78,547,196			79,201,065			78,584,824			79,511,731			78,530,056			78,788,407			78,584,824			79,511,731
Issuance of common shares pursuant to distribution reinvestment plan	786,100			830,233			1,568,643			1,666,634			773,449			810,611			2,342,092			2,477,245
Repurchase of common shares	(803,240		)	(1,242,891		)	(1,623,411		)	(2,389,958		)	(804,779		)	(982,248		)	(2,428,190		)	(3,372,206		)
Common shares outstanding, end of the period	78,530,056			78,788,407			78,530,056			78,788,407			78,498,726			78,616,770			78,498,726			78,616,770

See notes to the condensed consolidated financial statements.

HMS Income Fund, Inc.

Condensed Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018			Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	30,596		$	27,779		$	36,359		$	51,559
Adjustments to reconcile net increase in net assets resulting from operations to net cash generated from (used in) operating activities:
Principal repayments received and proceeds from sales of investments in portfolio companies	191,462			243,113			280,055			386,110
Investments in portfolio companies	(138,818		)	(314,312		)	(222,627		)	(476,524		)
Net change in unrealized (appreciation) on portfolio investments	(9,742		)	(9,098		)	(12,670		)	(23,955		)
Net realized loss on sale of portfolio investments	6,936			7,781			17,997			15,939
Amortization of deferred financing costs	674			667			1,011			1,000
Amortization of deferred offering costs	191			207			285			308
Accretion of unearned income	(4,054		)	(4,286		)	(6,152		)	(7,603		)
Net payment-in-kind interest accrual	(2,365		)	(483		)	(3,351		)	(977		)
Changes in other assets and liabilities:
Interest receivable	928			633			(298		)	(566		)
Prepaid and other assets	638			(528		)	501			1,949
Base management and incentive fees payable	1,110			55			852			222
Due to affiliates	(3		)	(13		)	109			(21		)
Directors’ fees payable	49			26			6			10
Accounts payable and other liabilities	242			143			299			(348		)
Net cash generated from (used in) operating activities	77,844			(48,316		)	92,376			(52,897		)

CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of common stock	(12,963		)	(19,560		)	(19,345		)	(27,567		)
Payment of offering costs	(191		)	(207		)	(285		)	(308		)
Payment of stockholder distributions	(14,780		)	(14,075		)	(22,433		)	(21,291		)
Repayments on credit facilities payable	(108,000		)	(169,000		)	(196,500		)	(279,000		)
Proceeds from credit facilities payable	57,000			243,000			145,500			359,000
Net cash generated from (used in) financing activities	(78,934		)	40,158			(93,063		)	30,834

Net decrease in cash and cash equivalents	(1,090		)	(8,158		)	(687		)	(22,063		)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD	21,757			45,791			21,757			45,791

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	$	20,667		$	37,633		$	21,070		$	23,728

See notes to the condensed consolidated financial statements.


HMS Income Fund, Inc. Consolidated Schedule of Investments	HMS Income Fund, Inc. Consolidated Schedule of Investments									HMS Income Fund, Inc. Consolidated Schedule of Investments
As of June 30, 2019
As of September 30, 2019										As of September 30, 2019
(dollars in thousands)
Portfolio Company (1) (3)	Business Description	Type of Investment (2) (3)	Index Rate (22)	Principal (7)		Cost (7)		Fair Value (26)		Business Description	Type of Investment (2) (3)	Index Rate (22)	Principal (7)		Cost (7)		Fair Value (26)

Control Investments (6)
CTMH, LP (9) (15)	Investment Partnership	LP Interests (CTMH, LP) (Fully diluted 38.8%)	—	$	—	$	872	$	872	Investment Partnership	LP Interests (CTMH, LP) (Fully diluted 38.8%)	—	$	—	$	872	$	872
GRT Rubber Technologies, LLC (10) (13)	Manufacturer of Engineered Rubber Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.44%, Secured Debt (Maturity - December 31, 2023) (8)	1 month LIBOR	6,530		6,506		6,530		Manufacturer of Engineered Rubber Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.10%, Secured Debt (Maturity - December 31, 2023) (8)	1 month LIBOR	7,396		7,374		7,396
		Member Units (2,896 units) (16)	—	—		6,435		22,721			Member Units (2,896 units) (16)	—	—		6,435		22,644
						12,941		29,251							13,809		30,040
Harris Preston Fund Investments (9) (15)	Investment Partnership	LP Interests (2717 MH, LP) (Fully diluted 49.3%)	—	—		1,735		1,829		Investment Partnership	LP Interests (2717 MH, LP) (Fully diluted 49.3%)	—	—		1,735		2,020
HMS-ORIX SLF, LLC (9) (15)	Investment Partnership	Membership Interests (Fully diluted 60.0%) (16)	—	—		186		186

Subtotal Control Investments (6) (3% of total investments at fair value)	Subtotal Control Investments (6) (3% of total investments at fair value)					$	15,734	$	32,138	Subtotal Control Investments (6) (3% of total investments at fair value)					$	16,416	$	32,932
Affiliate Investments (4)
AFG Capital Group, LLC (10) (13)	Provider of Rent-to-Own Financing Solutions and Services	10.00% Secured Debt (Maturity - May 25, 2022) (14)	None	$	253	$	253	$	253	Provider of Rent-to-Own Financing Solutions and Services	10.00% Secured Debt (Maturity - May 25, 2022) (14)	None	$	231	$	231	$	231
											Member Units (46 units) (16)	—	—		300		1,260
															531		1,491
Analytical Systems Keco, LLC (10) (13)										Liquid and Gas Analyzers	LIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.50%, Secured Debt (Maturity - August 16, 2024) (8)	1 month LIBOR	1,400		1,266		1,273
											Preferred Member Units (800 units)	—	—		800		800
		Member Units (46 units) (16)	—	—		300		1,138			Warrants (105 Equivalent Shares; Expiration - August 16, 2029; Strike Price - $0.01 per Share)	—	—		79		79
						553		1,391							2,145		2,152
Brewer Crane Holdings, LLC (10) (13)	Provider of Crane Rental and Operating Services	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.44%, Secured Debt (Maturity - January 9, 2023) (8)	1 month LIBOR	2,325		2,290		2,290		Provider of Crane Rental and Operating Services	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.10%, Secured Debt (Maturity - January 9, 2023) (8)	1 month LIBOR	2,294		2,262		2,262
		Preferred Member Units (737 units) (16)	—	—		1,070		1,070			Preferred Member Units (737 units) (16)	—	—		1,070		1,070
						3,360		3,360							3,332		3,332
Centre Technologies Holdings, LLC (10) (13)	Provider of IT Hardware Services and Software Solutions	LIBOR Plus 9.00% (Floor 2.00%), Current Coupon 11.50%, Secured Debt (Maturity - January 4, 2024) (8)	1 month LIBOR	3,060		2,998		3,003		Provider of IT Hardware Services and Software Solutions	LIBOR Plus 9.00% (Floor 2.00%), Current Coupon 11.13%, Secured Debt (Maturity - January 4, 2024) (8)	1 month LIBOR	3,060		3,001		3,006
		Preferred Member Units (3,174 units)	—	—		1,460		1,460			Preferred Member Units (3,174 units)	—	—		1,460		1,460
						4,458		4,463							4,461		4,466
Chamberlin Holding, LLC (10) (13)	Roofing and Waterproofing Specialty Subcontractor	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.63%, Secured Debt (Maturity - February 23, 2023) (8)	1 month LIBOR	4,719		4,612		4,612		Roofing and Waterproofing Specialty Subcontractor	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.25%, Secured Debt (Maturity - February 23, 2023) (8)	1 month LIBOR	4,719		4,618		4,719
		Member Units (1,087 units) (16)	—	—		2,860		5,749			Member Units (1,087 units) (16)	—	—		2,860		5,897
		Member Units (Chamberlin Langfield Real Estate, LLC) (1 unit) (16)	—	—		183		183			Member Units (Chamberlin Langfield Real Estate, LLC) (261,786 units) (16)	—	—		262		262
						7,655		10,544							7,740		10,878
Charlotte Russe, Inc.	Fast-Fashion Retailer to Young Women	Common Stock (14,973 shares)	—	—		2,470		—		Fast-Fashion Retailer to Young Women	Common Stock (14,973 shares)	—	—		2,470		—
Charps, LLC (10) (13)	Pipeline Maintenance and Construction	15.00% Secured Debt (Maturity - June 5, 2022) (14)	None	500		500		500		Pipeline Maintenance and Construction	15.00% Secured Debt (Maturity - June 5, 2022) (14)	None	500		500		500
		Preferred Member Units (400 units) (16)	—	—		100		1,158			Preferred Member Units (400 units) (16)	—	—		100		1,368
						600		1,658							600		1,868
Clad-Rex Steel, LLC (10) (13)	Specialty Manufacturer of Vinyl-Clad Metal	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.44%, Secured Debt (Maturity - December 20, 2021) (8)	1 month LIBOR	2,920		2,886		2,920		Specialty Manufacturer of Vinyl-Clad Metal	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.10%, Secured Debt (Maturity - December 20, 2021) (8)	1 month LIBOR	2,820		2,790		2,820
		Member Units (179 units) (16)	—	—		1,820		2,568			Member Units (179 units) (16)	—	—		1,820		2,504
		10.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (Maturity - December 19, 2036)	None	288		285		285			10.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (Maturity - December 19, 2036)	None	286		283		283
		Member Units (Clad-Rex Steel RE Investor, LLC) (200 units)	—	—		53		88			Member Units (Clad-Rex Steel RE Investor, LLC) (200 units)	—	—		53		88
						5,044		5,861							4,946		5,695
Copper Trail Energy Fund I, LP (9) (15)	Investment Partnership	LP Interests (Copper Trail Energy Fund I, LP) (Fully diluted 12.4%) (16)	—	—		2,311		3,072		Investment Partnership	LP Interests (Copper Trail Energy Fund I, LP) (Fully diluted 12.4%) (16)	—	—		1,584		2,273
Digital Products Holdings LLC (10) (13)	Designer and Distributor of Consumer Electronics	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.50%, Secured Debt (Maturity - March 31, 2023) (8)	1 month LIBOR	6,269		6,167		6,219		Designer and Distributor of Consumer Electronics	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.13%, Secured Debt (Maturity - March 31, 2023) (8)	1 month LIBOR	$	4,987	$	4,909	$	4,842
		Preferred Member Units (863 units) (16)	—	—		2,116		1,992			Preferred Member Units (863 units) (16)	—	—		2,375		1,917
						8,283		8,211							7,284		6,759
Direct Marketing Solutions, Inc. (10) (13)	Provider of Omni-Channel Direct Marketing Services	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.50%, Secured Debt (Maturity - February 13, 2023) (8)	1 month LIBOR	$	4,387	$	4,290	$	4,297	Provider of Omni-Channel Direct Marketing Services	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.13%, Secured Debt (Maturity - February 13, 2023) (8)	1 month LIBOR	4,208		4,118		4,208
		Preferred Stock (2,100 shares)	—	—		2,100		4,038			Preferred Stock (2,100 shares)	—	—		2,100		4,471
						6,390		8,335							6,218		8,679
Freeport Financial Funds (9) (15)	Investment Partnership	LP Interests (Freeport First Lien Loan Fund III, LP) (Fully diluted 6.0%) (16)	—	—		10,555		10,290		Investment Partnership	LP Interests (Freeport First Lien Loan Fund III, LP) (Fully diluted 6.0%) (16)	—	—		10,555		10,291
Gamber-Johnson Holdings, LLC (10) (13)	Manufacturer of Ruggedized Computer Mounting Systems	LIBOR Plus 7.00% (Floor 2.00%), Current Coupon 9.44%, Secured Debt (Maturity - June 24, 2021) (8)	1 month LIBOR	4,955		4,895		4,955		Manufacturer of Ruggedized Computer Mounting Systems	LIBOR Plus 7.00% (Floor 2.00%), Current Coupon 9.10%, Secured Debt (Maturity - June 24, 2021) (8)	1 month LIBOR	4,755		4,700		4,755
		Member Units (2,155 units) (16)	—	—		3,711		11,367			Member Units (2,155 units) (16)	—	—		3,711		11,627
						8,606		16,322							8,411		16,382
Guerdon Modular Holdings, Inc. (10) (13)	Multi-Family and Commercial Modular Construction Company	16.00% Secured Debt (Maturity - October 1, 2019) (18)	None	3,147		3,135		2,621		Multi-Family and Commercial Modular Construction Company	16.00% Secured Debt (Maturity - October 1, 2019) (18)	None	3,147		3,137		2,077
		LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 11.09%, Secured Debt (Maturity - October 1, 2019) (8) (18)	3 month LIBOR	116		116		116			LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.82%, Secured Debt (Maturity - October 1, 2019) (8) (18)	3 month LIBOR	116		116		116
		Common Stock (53,008 shares)	—	—		746		—			Common Stock (53,008 shares)	—	—		746		—
		Class B Preferred Stock (101,250 shares)	—	—		285		—			Class B Preferred Stock (101,250 shares)	—	—		285		—
						4,282		2,737							4,284		2,193
Gulf Publishing Holdings, LLC (10) (13)	Energy Industry Focused Media and Publishing	12.50% Secured Debt (Maturity - April 29, 2021)	None	3,134		3,105		3,105		Energy Industry Focused Media and Publishing	12.50% Secured Debt (Maturity - April 29, 2021)	None	3,133		3,109		3,109
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 11.94%, Secured Debt (Maturity - September 30, 2020) (8)	1 month LIBOR	80		80		80			LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 11.60%, Secured Debt (Maturity - September 30, 2020) (8)	1 month LIBOR	80		80		80
		Member Units (920 units)	—	—		920		1,082			Member Units (920 units)	—	—		920		963
						4,105		4,267							4,109		4,152
Harris Preston Fund Investments (9) (15)	Investment Partnership	LP Interests (HPEP 3, LP) (Fully diluted 8.2%)	—	—		2,233		2,233		Investment Partnership	LP Interests (HPEP 3, LP) (Fully diluted 8.2%)	—	—		2,474		2,474
Hawk Ridge Systems, LLC (9) (10) (13)	Value-Added Reseller of Engineering Design and Manufacturing Solutions	10.00% Secured Debt (Maturity - December 2, 2021)	None	3,350		3,310		3,350		Value-Added Reseller of Engineering Design and Manufacturing Solutions	10.00% Secured Debt (Maturity - December 2, 2021)	None	3,350		3,314		3,350
		Preferred Member Units (56 units) (16)	—	—		713		1,815			LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.10%, Secured Debt (Maturity - December 2, 2021) (8)	1 month LIBOR	150		147		147
		Preferred Member Units (HRS Services, ULC) (56 units) (16)	—	—		38		95			Preferred Member Units (56 units) (16)	—	—		713		1,975
						4,061		5,260			Preferred Member Units (HRS Services, ULC) (56 units)	—	—		38		105
															4,212		5,577
KMC Investor, LLC (10) (13)	Precision Metal Parts Manufacturing	11.50% Secured Debt (Maturity - October 31, 2023) (8)	None	6,799		6,611		6,617		Precision Metal Parts Manufacturing	11.50% Secured Debt (Maturity - October 31, 2023)	None	6,800		6,620		6,625
		9.00% Secured Debt (Maturity October 31, 2048)	None	998		980		980			9.00% Secured Debt (Maturity October 31, 2048)	None	996		979		979
		Member Units (145 units)	—	—		248		248			Member Units (145 units)	—	—		248		248
		Member Units (KMC RE Investor, LLC) (200 units) (16)	—	—		3,060		3,060			Member Units (KMC RE Investor, LLC) (200 units) (16)	—	—		3,060		3,060
						10,899		10,905							10,907		10,912
Market Force Information, Inc. (10) (13)	Provider of Customer Experience Management Services	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.52%, Secured Debt (Maturity - July 28, 2022) (8)	3 month LIBOR	5,700		5,628		5,628		Provider of Customer Experience Management Services	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.52%, Secured Debt (Maturity - July 28, 2022) (8)	3 month LIBOR	5,700		5,633		5,665
		LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.52%, Secured Debt (Maturity - July 28, 2022) (8)	3 month LIBOR	377		377		377			LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.52%, Secured Debt (Maturity - July 28, 2022) (8)	3 month LIBOR	691		691		691
		Member Units (170,000 units)	—	—		3,675		2,756			Member Units (170,000 units)	—	—		3,675		1,764
						9,680		8,761							9,999		8,120

M.H. Corbin Holding LLC (10) (13)	Manufacturer and Distributor of Traffic Safety Products	5.00% Current / 5.00% PIK Secured Debt (Maturity - March 15, 2022)	None	2,158		2,132		2,158		Manufacturer and Distributor of Traffic Safety Products	5.00% Current / 5.00% PIK Secured Debt (Maturity - March 15, 2022)	None	$	2,185	$	2,161	$	2,185
		Preferred Member Units (16,500 units)	—	—		1,100		1,192
		Common Units (1,000 units)	—	—		1,500		5			Preferred Member Units (16,500 units)	—	—		1,100		1,192
						4,732		3,355			Common Units (1,000 units)	—	—		1,500		5
															4,761		3,382
Mystic Logistics Holdings, LLC (10) (13)	Logistics and Distribution Services Provider for Large Volume Mailers	12.00% Secured Debt (Maturity - August 15, 2019)	None	$	1,770	$	1,766	$	1,766	Logistics and Distribution Services Provider for Large Volume Mailers	12.00% Secured Debt (Maturity - August 15, 2019) (19)	None	1,600		1,598		1,598
		Common Stock (1,468 shares)	—	—		680		522			Common Stock (1,468 shares) (16)	—	—		680		1,202
						2,446		2,288							2,278		2,800
NexRev, LLC (10) (13)	Provider of Energy Efficiency Products & Services	11.00% Secured Debt (Maturity - February 28, 2023)	None	4,305		4,231		4,238		Provider of Energy Efficiency Products & Services	11.00% Secured Debt (Maturity - February 28, 2023)	None	4,251		4,180		4,187
		Preferred Member Units (21,600,000 units) (16)	—	—		1,720		1,719			Preferred Member Units (21,600,000 units) (16)	—	—		1,720		1,719
						5,951		5,957							5,900		5,906
NuStep, LLC (10) (13)	Designer, Manufacturer and Distributor of Fitness Equipment	12.00% Secured Debt (Maturity - January 31, 2022)	None	5,150		5,086		5,086		Designer, Manufacturer and Distributor of Fitness Equipment	12.00% Secured Debt (Maturity - January 31, 2022)	None	5,150		5,092		5,092
		Preferred Member Units (102 units)	—	—		2,550		2,550			Preferred Member Units (102 units)	—	—		2,550		2,550
						7,636		7,636							7,642		7,642
SI East, LLC (10) (13)	Rigid Industrial Packaging Manufacturing	10.25% Secured Debt (Maturity - August 31, 2023)	None	11,563		11,401		11,563		Rigid Industrial Packaging Manufacturing	10.25% Secured Debt (Maturity - August 31, 2023)	None	10,988		10,842		10,988
		Preferred Member Units (52 units) (16)	—	—		2,000		2,244			Preferred Member Units (52 units) (16)	—	—		2,000		2,446
						13,401		13,807							12,842		13,434
Tedder Acquisition, LLC (10) (13)	Manufacturer of Firearm Holsters and Accessories	12.00% Secured Debt (Maturity - August 31, 2023)	None	4,100		3,992		3,992		Manufacturer of Firearm Holsters and Accessories	12.00% Secured Debt (Maturity - August 31, 2023)	None	4,100		3,997		4,066
		12.00% Secured Debt (Maturity - August 31, 2020)	None	200		198		198			12.00% Secured Debt (Maturity - August 31, 2020)	None	40		38		38
		Preferred Member Units (110 units)	—	—		1,869		1,869			Preferred Member Units (110 units)	—	—		2,034		2,034
						6,059		6,059							6,069		6,138
Trantech Radiator Topco, LLC (10) (13)	Transformer Cooling Products and Services	12.00% Secured Debt (Maturity - May 31, 2024)	None	2,600		2,511		2,523		Transformer Cooling Products and Services	12.00% Secured Debt (Maturity - May 31, 2024)	None	2,400		2,320		2,331
		Common Stock (154 shares) (16)	—	—		1,164		1,164			Common Stock (154 shares) (16)	—	—		1,164		1,164
						3,675		3,687							3,484		3,495

Subtotal Affiliate Investments (4) (14% of total investments at fair value)	Subtotal Affiliate Investments (4) (14% of total investments at fair value)					$	139,445	$	150,459	Subtotal Affiliate Investments (4) (14% of total investments at fair value)					$	139,238	$	150,491

Non-Control/Non-Affiliate Investments (5)
AAC Holdings Inc. (8)	Substance Abuse Treatment Service Provider	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.33% / 4.00% PIK, Current Coupon Plus PIK 13.33%, Secured Debt (Maturity - June 30, 2023)	3 month LIBOR	$	14,396	$	14,025	$	12,957	Substance Abuse Treatment Service Provider	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.33% / 4.00% PIK, Current Coupon Plus PIK 13.33%, Secured Debt (Maturity - June 30, 2023) (18)	3 month LIBOR	$	14,396	$	14,025	$	10,797
		LIBOR Plus 8.75% (Floor 1.00%), Current Coupon 13.49%, Secured Debt (Maturity - April 15, 2020)	3 month LIBOR	1,855		1,687		1,883			LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.29%, Secured Debt (Maturity - April 15, 2020)	3 month LIBOR	1,855		1,692		1,855
						15,712		14,840							15,717		12,652
Adams Publishing Group, LLC (8) (11)	Local Newspaper Operator	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 10.08%, Secured Debt (Maturity - July 3, 2023)	3 month LIBOR	7,070		6,950		6,943		Local Newspaper Operator	LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.78%, Secured Debt (Maturity - July 3, 2023)	3 month LIBOR	6,478		6,375		6,478
		LIBOR Plus 7.00% (Floor 1.50%), Current Coupon 9.85%, Secured Debt (Maturity - July 3, 2023)	3 month LIBOR	223		208		219			LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.61%, Secured Debt (Maturity - July 3, 2023)	3 month LIBOR	205		191		205
		PRIME Plus 4.00% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity - July 3, 2023)	PRIME	5,000		4,920		4,920			PRIME Plus 5.00% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (Maturity - July 3, 2023)	PRIME	5,000		4,925		5,000
						12,078		12,082							11,491		11,683
ADS Tactical, Inc. (8) (11)	Value-Added Logistics and Supply Chain Solutions Provider to the Defense Industry	LIBOR Plus 6.25% (Floor 0.75%), Current Coupon 8.65%, Secured Debt (Maturity - July 26, 2023)	1 month LIBOR	15,910		15,860		15,910		Value-Added Logistics and Supply Chain Solutions Provider to the Defense Industry	LIBOR Plus 6.25% (Floor 0.75%), Current Coupon 8.29%, Secured Debt (Maturity - July 26, 2023)	1 month LIBOR	15,868		15,839		15,868
Aethon United BR, LP (8) (11)	Oil & Gas Exploration & Production	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.16%, Secured Debt (Maturity - September 8, 2023) (14)	1 month LIBOR	4,063		4,016		4,063		Oil & Gas Exploration & Production	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.79%, Secured Debt (Maturity - September 8, 2023) (14)	1 month LIBOR	7,000		6,913		7,000
Allen Media, LLC (8)	Operator of Cable Television Networks	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.90%, Secured Debt (Maturity - August 30, 2023)	3 month LIBOR	16,708		16,285		16,667		Operator of Cable Television Networks	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.60%, Secured Debt (Maturity - August 30, 2023)	3 month LIBOR	$	16,490	$	16,090	$	15,954
American Nuts, LLC (8) (11)	Roaster, Mixer and Packager of Bulk Nuts and Seeds	LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 12.09%, Secured Debt (Maturity - April 10, 2023)	3 month LIBOR	12,298		12,074		11,916		Roaster, Mixer and Packager of Bulk Nuts and Seeds	LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 11.82%, Secured Debt (Maturity - April 10, 2023)	3 month LIBOR	12,269		12,058		12,269
American Scaffold Holdings, Inc. (8) (11)	Marine Scaffolding Service Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.83%, Secured Debt (Maturity - March 31, 2022)	3 month LIBOR	$	5,970	$	5,923	$	5,941
American Teleconferencing Services, Ltd. (8)	Provider of Audio Conferencing and Video Collaboration Solutions	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.06%, Secured Debt (Maturity - December 8, 2021)	2 month LIBOR	14,163		13,619		8,321		Provider of Audio Conferencing and Video Collaboration Solutions	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.71%, Secured Debt (Maturity - December 8, 2021)	2 month LIBOR	14,163		13,673		8,937
APTIM Corp	Engineering, Construction and Procurement	7.75% Secured Debt (Maturity - June 15, 2025)	None	6,952		6,208		5,318		Engineering, Construction and Procurement	7.75% Secured Debt (Maturity - June 15, 2025)	None	6,952		6,231		4,936
Arcus Hunting, LLC (8) (11)	Manufacturer of Bowhunting and Archery Products and Accessories	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.59%, Secured Debt (Maturity - November 13, 2020)	1 month LIBOR	7,832		7,819		7,832		Manufacturer of Bowhunting and Archery Products and Accessories	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.32%, Secured Debt (Maturity - January 13, 2020)	1 month LIBOR	8,223		8,220		8,225
Arise Holdings, Inc. (11)	Tech-Enabled Business Process Outsourcing	Preferred Stock (1,000,000 shares)	—	—		1,000		1,896		Tech-Enabled Business Process Outsourcing	Preferred Stock (1,000,000 shares)	—	—		1,000		2,498
ASC Ortho Management Company, LLC (11)	Provider of Orthopedic Services	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.09%, Secured Debt (Maturity - August 31, 2023) (8)	3 month LIBOR	4,602		4,512		4,459		Provider of Orthopedic Services	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.82%, Secured Debt (Maturity - August 31, 2023) (8)	3 month LIBOR	4,572		4,489		4,552
		13.25% PIK Secured Debt (Maturity - December 1, 2023) (14)	None	1,678		1,639		1,641			13.25% PIK Secured Debt (Maturity - December 1, 2023) (14)	None	1,734		1,695		1,734
						6,151		6,100							6,184		6,286
ATI Investment Sub, Inc. (8)	Manufacturer of Solar Tracking Systems	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.66%, Secured Debt (Maturity - June 22, 2021)	1 month LIBOR	3,385		3,329		3,152		Manufacturer of Solar Tracking Systems	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.31%, Secured Debt (Maturity - June 22, 2021)	1 month LIBOR	3,135		3,086		3,000
ATX Networks Corp. (8) (9)	Provider of Radio Frequency Management Equipment	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.35% / 1.00% PIK, Current Coupon Plus PIK 9.35%, Secured Debt (Maturity - June 11, 2021)	3 month LIBOR	13,830		13,671		13,104		Provider of Radio Frequency Management Equipment	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.35% / 1.00% PIK, Current Coupon Plus PIK 9.35%, Secured Debt (Maturity - June 11, 2021)	3 month LIBOR	13,735		13,596		12,979
BarFly Ventures, LLC (11)	Casual Restaurant Group	12.00% Secured Debt (Maturity - August 31, 2020)	None	3,395		3,369		3,293		Casual Restaurant Group	12.00% Secured Debt (Maturity - August 31, 2020)	None	3,395		3,374		3,128
		Warrants (.410 equivalent units, Expiration - August 31, 2025)	—	—		158		137			Warrants (.410 equivalent units, Expiration - August 31, 2025)	—	—		158		97
		Options (.99 equivalent units)	—	—		202		313			Options (.99 equivalent units)	—	—		202		167
						3,729		3,743							3,734		3,392
BBB Tank Services, LLC (10) (13)	Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.44%, Secured Debt (Maturity - April 8, 2021)	1 month LIBOR	1,160		1,155		1,129		Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.10%, Secured Debt (Maturity - April 8, 2021) (8)	1 month LIBOR	1,200		1,196		1,173
		Preferred Stock (28,280 units)	—	—		28		31			Preferred Stock (28,280 units)	—	—		28		32
		Member Units (200,000 units)	—	—		200		30			Member Units (200,000 units)	—	—		200		30
						1,383		1,190							1,424		1,235
Berry Aviation, Inc. (11)	Airline Charter Service Operator	10.50% Current / 1.50% PIK, Secured Debt (Maturity - January 6, 2024) (14)	None	4,514		4,455		4,514		Airline Charter Service Operator	10.50% Current / 1.50% PIK, Secured Debt (Maturity - January 6, 2024) (14)	None	4,531		4,475		4,531
		Preferred Member Units (Berry Acquisition, LLC) (1,548,387 units, 8.00% cumulative) (16)	—	—		1,548		1,661			Preferred Member Units (Berry Acquisition, LLC) (1,548,387 units, 8.00% cumulative) (16)	—	—		1,548		1,318
						6,003		6,175							6,023		5,849
BigName Commerce, LLC (8) (11)	Provider of Envelopes and Complimentary Stationery Products	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.84%, Secured Debt (Maturity - May 11, 2022)	1 month LIBOR	2,412		2,394		2,377		Provider of Envelopes and Complimentary Stationery Products	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.57%, Secured Debt (Maturity - May 11, 2022)	1 month LIBOR	2,409		2,392		2,376
Binswanger Enterprises, LLC (8) (11)	Glass Repair and Installation Service Provider	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.32%, Secured Debt (Maturity - March 9, 2022)	3 month LIBOR	13,828		13,628		13,828
Binswanger Enterprises, LLC (11)										Glass Repair and Installation Service Provider	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.10%, Secured Debt (Maturity - March 9, 2022) (8)	3 month LIBOR	13,731		13,549		13,731
		Member Units (1,050,000 units)	—	—		1,050		1,230			Member Units (1,050,000 units)	—	—		1,050		950
						14,678		15,058							14,599		14,681
Bluestem Brands, Inc. (8)	Multi-Channel Retailer of General Merchandise	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity - November 6, 2020)	3 month LIBOR	11,794		11,713		8,993		Multi-Channel Retailer of General Merchandise	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.54%, Secured Debt (Maturity - November 6, 2020)	3 month LIBOR	11,592		11,526		8,791
Boccella Precast Products, LLC (10) (13)	Manufacturer of Precast Hollow Core Concrete	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 14.59%, Secured Debt (Maturity - June 30, 2022) (8)	3 month LIBOR	3,551		3,491		3,551		Manufacturer of Precast Hollow Core Concrete	LIBOR Plus 12.00% (Floor 1.00%), Current Coupon 14.32%, Secured Debt (Maturity - June 30, 2022) (8)	3 month LIBOR	3,311		3,259		3,311
		Member Units (540,000 units) (16)	—	—		564		1,340
						4,055		4,891			Member Units (540,000 units) (16)	—	—		564		1,475
															3,823		4,786
Brightwood Capital Fund Investments (9) (15)	Investment Partnership	LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 1.60%) (16)	—	$	—	$	3,995	$	3,406	Investment Partnership	LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 1.60%) (16)	—	$	—	$	3,815	$	3,104
		LP Interests (Brightwood Capital Fund IV, LP) (Fully diluted 0.80%) (16)	—	—		7,037		7,126			LP Interests (Brightwood Capital Fund IV, LP) (Fully diluted 0.80%) (16)	—	—		9,037		9,126
						11,032		10,532							12,852		12,230
Buca C, LLC (10) (13)	Casual Restaurant Group	LIBOR Plus 9.25% (Floor 1.00%), Current Coupon 11.68%, Secured Debt (Maturity - June 30, 2020) (8)	1 month LIBOR	12,670		12,609		12,517		Casual Restaurant Group	LIBOR Plus 9.25% (Floor 1.00%), Current Coupon 11.33%, Secured Debt (Maturity - June 30, 2020) (8)	1 month LIBOR	12,670		12,624		12,517
		Preferred Member Units (4 units, 6.00% cumulative) (16)	—	—		3,040		3,040			Preferred Member Units (4 units, 6.00% cumulative) (16)	—	—		3,040		3,086
						15,649		15,557							15,664		15,603
Cadence Aerospace, LLC (8) (11)	Aerospace Manufacturing	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.83%, Secured Debt (Maturity - November 14, 2023)	3 month LIBOR	19,218		19,218		19,371		Aerospace Manufacturing	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.54%, Secured Debt (Maturity - November 14, 2023)	3 month LIBOR	19,322		19,177		19,322
CAI Software, LLC (10) (13)	Provider of Specialized Enterprise Resource Planning Software	12.00% Secured Debt (Maturity - December 7, 2023)	None	2,550		2,554		2,550		Provider of Specialized Enterprise Resource Planning Software	12.00% Secured Debt (Maturity - December 7, 2023)	None	2,290		2,297		2,290
		Member Units (16,742 units) (16)	—	—		188		1,235			Member Units (16,742 units) (16)	—	—		188		1,235
						2,742		3,785							2,485		3,525
Cenveo Corporation	Provider of Digital Marketing Agency Services	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.42%, Secured Debt (Maturity - June 7, 2023) (8)	1 month LIBOR	4,449		4,146		4,260		Provider of Digital Marketing Agency Services	LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 11.56%, Secured Debt (Maturity - June 7, 2023) (8)	1 month LIBOR	4,449		4,161		4,449
		Common Stock (138,889 shares)	—	—		4,163		2,014			Common Stock (138,889 shares)	—	—		4,163		2,153
						8,309		6,274							8,324		6,602
Chisholm Energy Holdings, LLC (8) (11)	Oil & Gas Exploration & Production	LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 8.77%, Secured Debt (Maturity - May 15, 2026) (14)	3 month LIBOR	3,571		3,473		3,473		Oil & Gas Exploration & Production	LIBOR Plus 6.25% (Floor 1.50%), Current Coupon 8.41%, Secured Debt (Maturity - May 15, 2026) (14)	3 month LIBOR	3,571		3,475		3,475
Clarius BIGS, LLC (11) (18)	Prints & Advertising Film Financing	15.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	2,128		1,870		28		Prints & Advertising Film Financing	15.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	2,105		1,847		27
		20.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	770		677		10			20.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	764		671		10
						2,547		38							2,518		37
Clickbooth.com, LLC (8) (11)	Provider of Digital Advertising Performance Marketing Solutions	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 11.10%, Secured Debt (Maturity - December 5, 2022)	3 month LIBOR	2,700		2,657		2,700		Provider of Digital Advertising Performance Marketing Solutions	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.82%, Secured Debt (Maturity - December 5, 2022)	3 month LIBOR	2,682		2,641		2,682
Construction Supply Investments, LLC (11)	Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.41%, Secured Debt (Maturity - June 30, 2023) (8)	1 month LIBOR	16,455		16,347		16,413		Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.12%, Secured Debt (Maturity - June 30, 2023) (8)	1 month LIBOR	15,941		15,837		15,941
		Member units (42,207 units)	—	—		4,409		6,512			Member units (42,207 units)	—	—		4,409		7,209
						20,756		22,925							20,246		23,150
CTVSH, PLLC (8) (11) (13)	Emergency Care and Specialty Service Animal Hospital	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.52%, Secured Debt (Maturity - August 3, 2022)	1 month LIBOR	2,600		2,563		2,600		Emergency Care and Specialty Service Animal Hospital	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.13%, Secured Debt (Maturity - August 3, 2022)	1 month LIBOR	2,562		2,529		2,562
Datacom, LLC (10) (13)	Technology and Telecommunications Provider	10.50% PIK Secured Debt (Maturity - May 30, 2019) (18) (19)	None	1,384		1,369		1,082		Technology and Telecommunications Provider	10.50% PIK Secured Debt (Maturity - May 31, 2021) (18)	None	1,384		1,346		1,113
		8.00% Secured Debt (Maturity - May 30, 2019) (18) (19)	None	200		200		173			8.00% Secured Debt (Maturity - May 31, 2021) (18)	None	200		200		173
		Class A Preferred Member Units (1,530 units)	—	—		144		—			Class A Preferred Member Units (1,530 units)	—	—		144		—
		Class B Preferred Member Units (717 units)	—	—		670		—			Class B Preferred Member Units (717 units)	—	—		670		—
						2,383		1,255							2,360		1,286
Digital River, Inc. (8)	Provider of Outsourced e-Commerce Solutions and Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.43%, Secured Debt (Maturity - February 12, 2021)	3 month LIBOR	9,759		9,707		9,808		Provider of Outsourced e-Commerce Solutions and Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.12%, Secured Debt (Maturity - February 12, 2021)	3 month LIBOR	9,759		9,716		9,734
DTE Enterprises, LLC (11)	Industrial Powertrain Repair and Services	LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 10.11%, Secured Debt (Maturity - April 13, 2023) (8)	3 month LIBOR	11,742		11,548		11,742		Industrial Powertrain Repair and Services	LIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.69%, Secured Debt (Maturity - April 13, 2023) (8)	3 month LIBOR	11,492		11,313		11,492
		Class AA Preferred Member Units (non-voting) (16)	—	—		797		797			Class AA Preferred Member Units (non-voting) (16)	—	—		817		837
		Class A Preferred Member Units (776,316 units) (16)	—	—		776		1,490			Class A Preferred Member Units (776,316 units) (16)	—	—		776		1,490
						13,121		14,029							12,906		13,819
Dynamic Communities, LLC (8) (11)	Developer of Business Events and Online Community Groups	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.85%, Secured Debt (Maturity - July 17, 2023)	3 month LIBOR	5,495		5,400		5,347		Developer of Business Events and Online Community Groups	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.10%, Secured Debt (Maturity - July 17, 2023)	3 month LIBOR	5,460		5,371		5,450
Elite SEM, Inc. (8) (11)	Provider of Digital Marketing Agency Services	LIBOR Plus 8.44% (Floor 1.00%), Current Coupon 10.86%, Secured Debt (Maturity - February 1, 2022)	3 month LIBOR	$	6,875	$	6,766	$	6,854
Epic Y-Grade Services, LP (8)	NGL Transportation & Storage	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.90%, Secured Debt (Maturity - June 13, 2024)	1 month LIBOR	15,275		15,012		14,855		NGL Transportation & Storage	LIBOR Plus 5.50%, Current Coupon 7.54%, Secured Debt (Maturity - June 13, 2024)	3 month LIBOR	$	15,275	$	15,024	$	14,836
Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft) (8) (9)	Technology-Based Performance Support Solutions	LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 10.65%, Secured Debt (Maturity - April 28, 2022) (14)	1 month LIBOR	10,901		10,626		4,297		Technology-Based Performance Support Solutions	LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 10.45%, Secured Debt (Maturity - April 28, 2022) (14)	3 month LIBOR	10,901		10,647		3,331
Felix Investments Holdings II, LLC (8) (11)	Oil and Gas Exploration and Production	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.06%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	5,000		4,935		4,975		Oil and Gas Exploration and Production	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.68%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	5,000		4,937		5,000
Flavors Holdings, Inc. (8)	Global Provider of Flavoring and Sweetening Products and Solutions	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.08%, Secured Debt (Maturity - April 3, 2020)	3 month LIBOR	10,719		10,552		10,049		Global Provider of Flavoring and Sweetening Products and Solutions	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.85%, Secured Debt (Maturity - April 3, 2020)	3 month LIBOR	10,719		10,609		9,995
GI KBS Merger Sub LLC (8)	Outsourced Janitorial Services to Retail/Grocery Customers	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 11.08%, Secured Debt (Maturity - April 29, 2022) (14)	3 month LIBOR	14,700		14,643		14,829		Outsourced Janitorial Services to Retail/Grocery Customers	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.77%, Secured Debt (Maturity - April 29, 2022) (14)	3 month LIBOR	14,700		14,647		14,296
Good Source Solutions, Inc. (8) (11)	Specialized Food Distributor	LIBOR Plus 8.32% (Floor 1.00%), Current Coupon 10.65%, Secured Debt (Maturity - June 29, 2023)	3 month LIBOR	5,000		4,956		4,895		Specialized Food Distributor	LIBOR Plus 8.32% (Floor 1.00%), Current Coupon 10.36%, Secured Debt (Maturity - June 29, 2023)	3 month LIBOR	5,000		4,959		5,000
GoWireless Holdings, Inc. (8)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.90%, Secured Debt (Maturity - December 22, 2024)	3 month LIBOR	15,326		15,207		14,936		Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.54%, Secured Debt (Maturity - December 22, 2024)	3 month LIBOR	15,117		15,005		14,703
HDC/HW Intermediate Holdings, LLC (8) (11)	Managed Services and Hosting Provider	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.83%, Secured Debt (Maturity - December 21, 2023)	3 month LIBOR	1,852		1,816		1,849		Managed Services and Hosting Provider	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.61%, Secured Debt (Maturity - December 21, 2023)	3 month LIBOR	1,895		1,861		1,892
Hoover Group, Inc. (8) (9) (11)	Provider of Storage Tanks and Related Products to the Energy and Petrochemical Markets	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.68%, Secured Debt (Maturity - January 28, 2021)	3 month LIBOR	14,621		14,147		14,255		Provider of Storage Tanks and Related Products to the Energy and Petrochemical Markets	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.36%, Secured Debt (Maturity - January 28, 2021)	3 month LIBOR	22,083		21,429		20,758
		LIBOR Plus 6.00% (Floor 0.00%), Current Coupon 9.18%, Secured Debt (Maturity - January 28, 2020)	3 month LIBOR	6,950		6,702		6,559
						20,849		20,814
Hunter Defense Technologies, Inc. (8) (11)	Provider of Military and Commercial Shelters and Systems	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.33%, Secured Debt (Maturity - March 29, 2023)	3 month LIBOR	8,696		8,577		8,696		Provider of Military and Commercial Shelters and Systems	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.10%, Secured Debt (Maturity - March 29, 2023)	3 month LIBOR	16,157		15,878		16,157
HW Temps LLC (10) (13)	Temporary Staffing Solutions	8.00% Secured Debt (Maturity - March 29, 2023)	None	2,680		2,621		2,355		Temporary Staffing Solutions	8.00% Secured Debt (Maturity - March 29, 2023)	None	2,650		2,596		2,327
Hydrofarm Holdings, LLC (8) (11)	Wholesaler of Horticultural Products	LIBOR Plus 10.00%, Current Coupon 3.72% / 8.68% PIK, Current Coupon Plus PIK 12.40%, Secured Debt (Maturity - May 12, 2022)	1 month LIBOR	7,309		7,217		5,840		Wholesaler of Horticultural Products	LIBOR Plus 10.00%, Current Coupon 3.55% / 8.50% PIK, Current Coupon Plus PIK 12.05%, Secured Debt (Maturity - May 12, 2022)	1 month LIBOR	7,474		7,385		6,237
Hyperion Materials & Technologies, Inc. (8) (9)										Manufacturer of Cutting and Machine Tools & Specialty Polishing Compounds	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.54%, Secured Debt (Maturity - August 28, 2026)	3 month LIBOR	7,500		7,351		7,388
iEnergizer Limited (8) (9) (11)	Provider of Business Outsourcing Solutions	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.40%, Secured Debt (Maturity - April 17, 2024)	1 month LIBOR	14,488		14,347		14,346		Provider of Business Outsourcing Solutions	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.06%, Secured Debt (Maturity - April 17, 2024)	1 month LIBOR	13,725		13,598		13,598
Implus Footcare, LLC (8) (11)	Provider of Footwear and Related Accessories	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.58%, Secured Debt (Maturity - April 30, 2024)	3 month LIBOR	17,063		16,682		17,063		Provider of Footwear and Related Accessories	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.35%, Secured Debt (Maturity - April 30, 2024)	3 month LIBOR	17,021		16,670		16,797
Independent Pet Partners Intermediate Holdings, LLC (8) (11)	Omnichannel Retailer of Specialty Pet Products	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.66%, Secured Debt (Maturity - November 19, 2023) (14)	3 month LIBOR	13,237		12,986		13,197		Omnichannel Retailer of Specialty Pet Products	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.48%, Secured Debt (Maturity - November 19, 2023)	3 month LIBOR	14,412		14,146		14,412
		Member Units (1,191,667 units)	—	—		1,192		1,192			Member Units (1,191,667 units)	—	—		1,192		964
						14,178		14,389							15,338		15,376
Industrial Services Acquisitions, LLC (11)	Industrial Cleaning Services	6.00% Current / 7.00% PIK, Current Coupon 13.00%, Unsecured Debt (Maturity - December 17, 2022) (17)	None	11,598		11,574		11,598		Industrial Cleaning Services	6.00% Current / 7.00% PIK, Current Coupon 13.00%, Unsecured Debt (Maturity - December 17, 2022) (17)	None	11,803		11,779		11,803
		Member Units (Industrial Services Investments, LLC) (336 units; 10.00% cumulative)	—	—		202		202			Member Units (Industrial Services Investments, LLC) (336 units; 10.00% cumulative)	—	—		202		218
		Preferred Member Units (Industrial Services Investments, LLC) (187 units, 20.00% cumulative)	—	—		124		124			Preferred Member Units (Industrial Services Investments, LLC) (187 units, 20.00% cumulative)	—	—		124		124
		Member Units (Industrial Services Investments, LLC) (2,100 units)	—	—		2,100		1,214			Member Units (Industrial Services Investments, LLC) (2,100 units)	—	—		2,100		1,352
						14,000		13,138							14,205		13,497
Interface Security Systems, L.L.C. (8) (11)										Commercial Security and Alarm Services	LIBOR Plus 7.00% (Floor 1.75%), Current Coupon 9.04%, Secured Debt (Maturity - August 7, 2023)	1 month LIBOR	7,500		7,355		7,355
Intermedia Holdings, Inc. (8)	Unified Communications as a Service	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.40%, Secured Debt (Maturity - July 19, 2025)	1 month LIBOR	3,534		3,502		3,542		Unified Communications as a Service	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.04%, Secured Debt (Maturity - July 19, 2025)	1 month LIBOR	3,525		3,495		3,530
Invincible Boat Company, LLC (8) (11)										Manufacturer of Sport Fishing Boats	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.61%, Secured Debt (Maturity - August 28, 2025)	3 month LIBOR	$	9,500	$	9,395	$	9,406
Isagenix International, LLC (8)	Direct Marketer of Health and Wellness Products	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.08%, Secured Debt (Maturity - June 14, 2025)	3 month LIBOR	$	6,107	$	6,052	$	4,855	Direct Marketer of Health and Wellness Products	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.85%, Secured Debt (Maturity - June 14, 2025)	3 month LIBOR	6,025		5,973		4,654
Jackmont Hospitality, Inc. (8) (11)	Franchisee of Casual Dining Restaurants	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.15%, Secured Debt (Maturity - May 26, 2021)	1 month LIBOR	8,224		8,212		8,224		Franchisee of Casual Dining Restaurants	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.79%, Secured Debt (Maturity - May 26, 2021)	1 month LIBOR	8,171		8,162		8,171
Joerns Healthcare, LLC (8)	Manufacturer and Distributor of Health Care Equipment & Supplies	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.52%, Secured Debt (Maturity - May 9, 2020) (18)	3 month LIBOR	11,119		11,034		5,315
Joerns Healthcare, LLC										Manufacturer and Distributor of Health Care Equipment & Supplies	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.79%, Secured Debt (Maturity - August 21, 2024) (8)	3 month LIBOR	3,335		3,270		3,270
		LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.40%, Secured Debt (Maturity - October 24, 2019)	1 month LIBOR	944		944		944			Common Stock (472,579 shares)	—	—		3,678		3,678
						11,978		6,259							6,948		6,948
Kemp Technologies Inc. (8) (11)	Provider of Application Delivery Controllers	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.58%, Secured Debt (Maturity - March 29, 2024)	3 month LIBOR	7,500		7,350		7,350		Provider of Application Delivery Controllers	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.58%, Secured Debt (Maturity - March 29, 2024)	3 month LIBOR	7,481		7,338		7,338
Knight Energy Services LLC (11)	Oil and Gas Equipment and Services	8.50% Secured Debt (Maturity - February 9, 2024)	None	792		792		792		Oil and Gas Equipment and Services	8.50% Secured Debt (Maturity - February 9, 2024)	None	810		810		810
		Class A-2 Shares (25,692 units)	—	—		1,843		1,843			Class A-2 Shares (25,692 units)	—	—		1,843		1,843
						2,635		2,635							2,653		2,653
Kore Wireless Group, Inc. (12)	Mission Critical Software Platform	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.83%, Secured Debt (Maturity - December 20, 2024) (8)	3 month LIBOR	5,486		5,466		5,452		Mission Critical Software Platform	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.60%, Secured Debt (Maturity - December 20, 2024) (8)	3 month LIBOR	6,075		6,049		6,037
Larchmont Resources, LLC	Oil & Gas Exploration & Production	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.46%, Secured Debt (Maturity - August 7, 2020) (8)	3 month LIBOR	3,614		3,614		3,407		Oil & Gas Exploration & Production	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.14%, Secured Debt (Maturity - August 7, 2020) (8)	3 month LIBOR	3,614		3,614		3,361
		Member units (Larchmont Intermediate Holdco, LLC) (4,806 units)	—	—		601		1,201			Member units (Larchmont Intermediate Holdco, LLC) (4,806 units)	—	—		601		1,201
						4,215		4,608							4,215		4,562
Laredo Energy VI, LP (8) (11)	Oil and Gas Exploration and Production	LIBOR Plus 10.50% (Floor 2.00%) PIK, Current Coupon 13.05%, Secured Debt (Maturity - November 19, 2021)	6 month LIBOR	9,317		9,112		9,112		Oil and Gas Exploration and Production	LIBOR Plus 10.50% (Floor 2.00%) PIK, Current Coupon 12.76%, Secured Debt (Maturity - November 19, 2021)	3 month LIBOR	10,627		10,460		10,627
Lightbox Holdings, L.P. (8)	Provider of Commercial Real Estate Software	LIBOR Plus 5.00% (Floor 0.00%), Current Coupon 7.45%, Secured Debt (Maturity - May 9, 2026)	3 month LIBOR	5,000		4,926		4,950		Provider of Commercial Real Estate Software	LIBOR Plus 5.00% (Floor 0.00%), Current Coupon 7.05%, Secured Debt (Maturity - May 9, 2026)	1 month LIBOR	4,987		4,915		4,938
LL Management, Inc. (8) (11)	Medical Transportation Service Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.23%, Secured Debt (Maturity - September 25, 2023)	3 month LIBOR	13,783		13,639		13,639		Medical Transportation Service Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.84%, Secured Debt (Maturity - September 25, 2023)	3 month LIBOR	13,769		13,632		13,625
Logix Acquisition Company, LLC (8) (11)	Competitive Local Exchange Carrier	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.15%, Secured Debt (Maturity - December 22, 2024) (23)	1 month LIBOR	12,824		12,744		12,824		Competitive Local Exchange Carrier	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 7.79%, Secured Debt (Maturity - December 22, 2024) (23)	1 month LIBOR	12,790		12,713		12,790
LSF9 Atlantis Holdings, LLC (8)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.42%, Secured Debt (Maturity - May 1, 2023)	1 month LIBOR	13,300		13,224		12,505		Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.04%, Secured Debt (Maturity - May 1, 2023)	1 month LIBOR	13,213		13,141		12,340
Lulu’s Fashion Lounge, LLC (8) (11)	Fast Fashion E-Commerce Retailer	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.40%, Secured Debt (Maturity - August 28, 2022)	1 month LIBOR	5,923		5,763		5,805		Fast Fashion E-Commerce Retailer	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.04%, Secured Debt (Maturity - August 28, 2022)	1 month LIBOR	5,795		5,648		5,680
Lynx FBO Operating LLC (11)										Fixed Based Operator in the General Aviation Industry	LIBOR Plus 5.75%, Current Coupon 7.86%, Secured Debt (Maturity - September 30, 2024) (8)	3 month LIBOR	13,750		13,438		13,475
											Member Units (3,704 units)	—	—		500		500
															13,938		13,975
Mac Lean-Fogg Company (11)	Manufacturer and Supplier for Auto and Power Markets	LIBOR Plus 4.75%, Current Coupon 7.08%, Secured Debt (Maturity - December 22, 2025) (8)	3 month LIBOR	7,171		7,116		7,116		Manufacturer and Supplier for Auto and Power Markets	LIBOR Plus 5.00%, Current Coupon 7.04%, Secured Debt (Maturity - December 22, 2025) (8)	1 month LIBOR	7,153		7,100		7,100
		Preferred Stock (650 shares, 4.50% cash / 9.25% PIK, cumulative) (16)	—	—		757		757			Preferred Stock (650 shares, 4.50% cash / 9.25% PIK, cumulative) (16)	—	—		764		764
						7,873		7,873							7,864		7,864
Mariner CLO 7, Ltd. (9) (15)	Structured Finance	Subordinated Structured Notes (estimated yield of 12.0% due April 30, 2032)	—	25,935		23,277		23,277		Structured Finance	Subordinated Structured Notes (estimated yield of 8.3% due April 30, 2032)	—	25,935		23,074		19,051
Meisler Operating, LLC (10) (13)	Provider of Short Term Trailer and Container Rental	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.85%, Secured Debt (Maturity - June 7, 2022) (8)	3 month LIBOR	6,300		6,187		6,294		Provider of Short Term Trailer and Container Rental	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.58%, Secured Debt (Maturity - June 7, 2022) (8)	3 month LIBOR	6,810		6,687		6,810
		Member Units (Milton Meisler Holdings, LLC) (12,139 units)	—	—		1,214		1,758			Member Units (Milton Meisler Holdings, LLC) (12,139 units)	—	—		1,214		2,095
						7,401		8,052							7,901		8,905
MHVC Acquisition Corp. (8)	Provider of Differentiated Information Solutions, Systems Engineering and Analytics	LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 7.66%, Secured Debt (Maturity - April 29, 2024)	1 month LIBOR	7,820		7,780		7,771
Mills Fleet Farm Group, LLC (8) (11)	Omnichannel Retailer of Work, Farm and Lifestyle Merchandise	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.65%, Secured Debt (Maturity - October 24, 2024)	1 month LIBOR	14,925		14,652		14,652		Omnichannel Retailer of Work, Farm and Lifestyle Merchandise	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.29%, Secured Debt (Maturity - October 24, 2024)	3 month LIBOR	$	14,888	$	14,550	$	14,643
Mobileum, Inc. (8) (11)	Provider of Big Data Analytics to Telecom Service Providers	LIBOR Plus 10.25% (Floor 0.75%), Current Coupon 12.58%, Secured Debt (Maturity - May 1, 2022) (14)	3 month LIBOR	$	7,500	$	7,439	$	7,440
New Era Technology, Inc. (8) (11)	Managed Services and Hosting Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.94%, Secured Debt (Maturity - June 22, 2023)	1 month LIBOR	9,039		8,907		8,966
New Media Holdings II LLC (8) (9)	Local Newspaper Operator	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.58%, Secured Debt (Maturity - July 14, 2022)	3 month LIBOR	9,669		9,590		9,641		Local Newspaper Operator	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.29%, Secured Debt (Maturity - July 14, 2022)	1 month LIBOR	9,645		9,575		9,673
NNE Partners, LLC (8) (11)	Oil & Gas Exploration & Production	LIBOR Plus 8.00%, (Floor 0.00%) Current Coupon 10.52%, Secured Debt (Maturity - March 2, 2022)	3 month LIBOR	20,417		20,295		20,417		Oil & Gas Exploration & Production	LIBOR Plus 8.00%, (Floor 0.00%) Current Coupon 10.14%, Secured Debt (Maturity - March 2, 2022)	3 month LIBOR	20,417		20,308		20,417
North American Lifting Holdings, Inc. (8)	Crane Service Provider	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 6.83%, Secured Debt (Maturity - November 27, 2020)	3 month LIBOR	6,211		5,878		5,899		Crane Service Provider	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 6.60%, Secured Debt (Maturity - November 27, 2020)	3 month LIBOR	6,195		5,918		5,679
Novetta Solutions, LLC (8)	Provider of Advanced Analytics Solutions for Defense Agencies	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 7.41%, Secured Debt (Maturity - October 17, 2022)	1 month LIBOR	14,900		14,610		14,683		Provider of Advanced Analytics Solutions for Defense Agencies	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 7.05%, Secured Debt (Maturity - October 17, 2022)	1 month LIBOR	14,861		14,591		14,587
NTM Acquisition Corp. (8)	Provider of B2B Travel Information Content	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.65%, Secured Debt (Maturity - June 7, 2022)	1 month LIBOR	3,979		3,954		3,919		Provider of B2B Travel Information Content	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.29%, Secured Debt (Maturity - June 7, 2022)	1 month LIBOR	3,922		3,900		3,863
Pasha Group (8)	Diversified Logistics and Transportation Provided	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.94%, Secured Debt (Maturity - January 26, 2023)	2 month LIBOR	9,961		9,713		10,067		Diversified Logistics and Transportation Provided	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.59%, Secured Debt (Maturity - January 26, 2023)	3 month LIBOR	9,473		9,247		9,544
PaySimple, Inc. (8) (11)										Leading Technology Services Commerce Platform	LIBOR Plus 3.50% (Floor 1.00%), Current Coupon 5.70%, Secured Debt (Maturity - April 30, 2021)	1 month LIBOR	3,150		3,088		3,103
Permian Holdco 2, Inc.	Storage Tank Manufacturer	14.00% PIK Unsecured Debt (Maturity - October 15, 2021) (17)	None	1,061		1,061		775		Storage Tank Manufacturer	14.00% PIK Unsecured Debt (Maturity - October 15, 2021) (17)	None	1,099		1,099		812
		18.00% PIK Unsecured Debt (Maturity - June 30, 2022) (17)	None	725		725		725			18.00% PIK Unsecured Debt (Maturity - June 30, 2022) (17)	None	759		759		759
		Series A Preferred Shares (Permian Holdco 1, Inc.) (386,255 shares) (16)	—	—		1,997		825			Series A Preferred Shares (Permian Holdco 1, Inc.) (386,255 shares)	—	—		1,997		825
		Common Shares (Permian Holdco 1, Inc.) (386,255 shares)	—	—		—		—			Common Shares (Permian Holdco 1, Inc.) (386,255 shares)	—	—		—		—
						3,783		2,325							3,855		2,396
Pier 1 Imports, Inc. (8)	Decorative Home Furnishings Retailer	LIBOR Plus 3.50% (Floor 1.00%), Current Coupon 5.70%, Secured Debt (Maturity - April 30, 2021)	3 month LIBOR	7,415		7,184		1,854
PricewaterhouseCoopers Public Sector LLP (8)	Provider of Consulting Services to Governments	LIBOR Plus 7.50%, Current Coupon 9.90%, Secured Debt (Maturity - May 1, 2026) (14)	1 month LIBOR	14,100		14,055		14,030		Provider of Consulting Services to Governments	LIBOR Plus 7.50%, Current Coupon 9.54%, Secured Debt (Maturity - May 1, 2026) (14)	1 month LIBOR	14,100		14,056		13,924
Rise Broadband (8) (11)	Fixed Wireless Broadband Provider	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.41%, Secured Debt (Maturity - May 2, 2023)	3 month LIBOR	14,813		14,691		14,813		Fixed Wireless Broadband Provider	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.03%, Secured Debt (Maturity - May 2, 2023)	3 month LIBOR	14,775		14,660		14,775
RM Bidder, LLC (11)	Scripted and Unscripted TV and Digital Programming Provider	Common Stock (1,854 shares)	—	—		31		8		Scripted and Unscripted TV and Digital Programming Provider	Common Stock (1,854 shares)	—	—		31		7
		Series A Warrants (124,915 equivalent units, Expiration - October 20, 2025)	—	—		284		—			Series A Warrants (124,915 equivalent units, Expiration - October 20, 2025)	—	—		284		—
		Series B Warrants (93,686 equivalent units, Expiration - October 20, 2025)	—	—		—		—			Series B Warrants (93,686 equivalent units, Expiration - October 20, 2025)	—	—		—		—
						315		8							315		7
Salient Partners, LP (8) (11)	Provider of Asset Management Services	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.18%, Secured Debt (Maturity - June 9, 2021)	1 month LIBOR	6,900		6,923		6,872		Provider of Asset Management Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.04%, Secured Debt (Maturity - June 9, 2021)	1 month LIBOR	6,675		6,717		6,675
Slick Software Holdings LLC (10) (13)	Text Messaging Marketing Platform	14.00% Secured Debt (Maturity - September 13, 2023)	—	1,600		1,510		1,510		Text Messaging Marketing Platform	14.00% Secured Debt (Maturity - September 13, 2023)	—	1,480		1,395		1,395
		Member units (17,500 units)	—	—		175		222			Member units (17,500 units)	—	—		175		270
		Warrants (4,521 equivalent units, Expiration - September 13, 2028)	—	—		45		60			Warrants (4,521 equivalent units, Expiration - September 13, 2028)	—	—		45		73
						1,730		1,792							1,615		1,738
Smart Modular Technologies, Inc. (8) (9) (11)	Provider of Specialty Memory Solutions	LIBOR Plus 6.25%, (Floor 1.00%), Current Coupon 8.75%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	19,000		18,823		19,190		Provider of Specialty Memory Solutions	LIBOR Plus 6.25%, (Floor 1.00%), Current Coupon 8.43%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	19,000		18,839		19,237
STL Parent Corp (8)	Manufacturer and Servicer of Tank and Hopper Railcars	LIBOR Plus 7.00% (Floor 0.00%), Current Coupon 9.40%, Secured Debt (Maturity - December 5, 2022)	1 month LIBOR	11,850		11,481		11,969
TE Holdings, LLC	Oil & Gas Exploration & Production	Common Units (72,785 units)	—	—		728		—		Oil & Gas Exploration & Production	Common Units (72,785 units)	—	—		728		—
Teleguam Holdings, LLC (8)	Cable and Telecom Services Provider	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.90%, Secured Debt (Maturity - April 12, 2024) (14)	1 month LIBOR	$	7,750	$	7,629	$	7,798	Cable and Telecom Services Provider	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.54%, Secured Debt (Maturity - April 12, 2024) (14)	1 month LIBOR	7,750		7,634		7,798
TGP Holdings III LLC (8)	Outdoor Cooking & Accessories	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.83%, Secured Debt (Maturity - September 25, 2025) (14)	3 month LIBOR	5,000		5,000		4,700		Outdoor Cooking & Accessories	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.54%, Secured Debt (Maturity - September 25, 2025) (14)	1 month LIBOR	5,000		5,000		4,700
TMC Merger Sub Corp (8)	Refractory & Maintenance Services Provider	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.19%, Secured Debt (Maturity - October 31, 2022) (25)	1 month LIBOR	17,300		17,127		17,128		Refractory & Maintenance Services Provider	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 8.81%, Secured Debt (Maturity - October 31, 2022) (25)	1 month LIBOR	$	17,069	$	16,909	$	16,920
TOMS Shoes, LLC (8)	Global Designer, Distributor, and Retailer of Casual Footwear	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 8.08%, Secured Debt (Maturity - October 30, 2020)	3 month LIBOR	4,788		4,662		3,686		Global Designer, Distributor, and Retailer of Casual Footwear	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 7.76%, Secured Debt (Maturity - October 30, 2020)	3 month LIBOR	4,775		4,673		3,056
Turning Point Brands, Inc. (8) (9) (11)	Marketer/Distributor of Tobacco Products	LIBOR Plus 7.00% (Floor 0.00%), Current Coupon 9.40%, Secured Debt (Maturity - March 7, 2024) (14)	1 month LIBOR	6,592		6,530		6,658
U.S. Telepacific Corp. (8)	Provider of Communications and Managed Services	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 7.33%, Secured Debt (Maturity - May 2, 2023)	3 month LIBOR	16,453		16,145		15,716		Provider of Communications and Managed Services	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 7.10%, Secured Debt (Maturity - May 2, 2023)	3 month LIBOR	12,500		12,281		12,196
VIP Cinema Holdings, Inc. (8)	Supplier of Luxury Seating to the Cinema Industry	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.41%, Secured Debt (Maturity - March 1, 2023)	1 month LIBOR	8,875		8,844		8,165		Supplier of Luxury Seating to the Cinema Industry	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 8.04%, Secured Debt (Maturity - March 1, 2023)	1 month LIBOR	8,750		8,721		6,891
Vistar Media, Inc. (11)	Operator of Digital Out-of-Home Advertising Platform	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.33%, Secured Debt (Maturity - February 16, 2022) (8)	3 month LIBOR	5,764		5,534		5,713		Operator of Digital Out-of-Home Advertising Platform	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.09%, Secured Debt (Maturity - April 3, 2023) (8)	3 month LIBOR	5,690		5,478		5,690
		Warrants (69,675 equivalent units, Expiration - April 3, 2029)	—	—		—		820			Warrants (69,675 equivalent units, Expiration - April 3, 2029)	—	—		—		1,220
		Preferred Stock (70,207 shares)	—	—		767		830			Preferred Stock (70,207 shares)	—	—		767		1,210
						6,301		7,363							6,245		8,120
Volusion, LLC (10) (13)	Provider of Online Software-as-a-Service eCommerce Solutions	11.50% Secured Debt (Maturity - January 24, 2020)	None	8,672		8,423		8,464		Provider of Online Software-as-a-Service eCommerce Solutions	11.50% Secured Debt (Maturity - January 24, 2020)	None	8,672		8,515		8,369
		8.00% Unsecured Convertible Debt (Maturity - November 16, 2023)	None	175		175		124			8.00% Unsecured Debt (Maturity - November 16, 2023)	None	175		175		124
		Preferred Member Units (2,090,001 units)	—	—		6,000		6,000			Preferred Member Units (2,090,001 units)	—	—		6,000		6,000
		Warrants (784,866.80 equivalent units, Expiration - January 26, 2025)	—	—		1,104		244			Warrants (784,866.80 equivalent units, Expiration - January 26, 2025)	—	—		1,104		244
						15,702		14,832							15,794		14,737
Wireless Vision Holdings, LLC (8) (11)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 8.91% (Floor 1.00%), Current Coupon 12.49% / 1.00% PIK, Current Coupon Plus PIK 13.49%, Secured Debt (Maturity - September 29, 2022) (23)	1 month LIBOR	13,738		13,382		13,588		Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 9.91% (Floor 1.00%), Current Coupon 11.69% / 1.00% PIK, Current Coupon Plus PIK 12.69%, Secured Debt (Maturity - September 29, 2022) (23)	1 month LIBOR	7,272		7,139		7,272
											LIBOR Plus 8.91% (Floor 1.00%), Current Coupon 10.96% / 1.00% PIK, Current Coupon Plus PIK 11.96%, Secured Debt (Maturity - September 29, 2022) (23)	1 month LIBOR	6,321		6,121		6,321
															13,260		13,593
YS Garments (8)	Designer and Provider of Branded Activewear	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.37%, Secured Debt (Maturity - August 9, 2024)	1 month LIBOR	7,359		7,294		7,304		Designer and Provider of Branded Activewear	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.95%, Secured Debt (Maturity - August 9, 2024)	1 month LIBOR	7,313		7,250		7,276
Subtotal Non-Control/Non-Affiliate Investments (5) (83% of total portfolio investments at fair value)	Subtotal Non-Control/Non-Affiliate Investments (5) (83% of total portfolio investments at fair value)					$	918,757	$	885,651	Subtotal Non-Control/Non-Affiliate Investments (5) (83% of total portfolio investments at fair value)					$	900,620	$	870,059
Total Portfolio Investments						$	1,073,936	$	1,068,248						$	1,056,274	$	1,053,482
Short Term Investments (20)
Fidelity Institutional Money Market Funds (21)	—	Prime Money Market Portfolio, Class III Shares	—	—		$	8,619	$	8,619	—	Prime Money Market Portfolio, Class III Shares	—	—		$	9,631	$	9,631
US Bank Money Market Account (21)	—			—		6,361		6,361		—			—		4,856		4,856
Total Short Term Investments						$	14,980	$	14,980						$	14,487	$	14,487

(1) All investments are Middle Market (as defined in the notes to the financial statements) portfolio investments, unless otherwise noted. All of the assets of HMS Income Fund, Inc. (together with its consolidated subsidiaries, the “Company”) are encumbered as security for the Company’s credit agreements. See Note 6 — Borrowings.

(2) Debt investments are income producing, unless otherwise noted. Equity investments and warrants are non-income producing, unless otherwise noted.

(3) See Note 3 — Fair Value Hierarchy for Investments for summary geographic location of portfolio companies.

(4) Affiliate investments are generally defined by the Investment Company Act of 1940, as amended (the “1940 Act”), as investments in which between 5% and 25% of the voting securities are owned, or an investment in an investment company’s investment adviser, and the investments are not classified as Control investments. Fair value as of December 31, 2018 and ~~June~~September 30, 2019 along with transactions during the ~~six~~nine months ended ~~June~~September 30, 2019 in these affiliated investments were as follows (in thousands):


			Six Months Ended June 30, 2019										Six Months Ended June 30, 2019													Nine Months Ended September 30, 2019										Nine Months Ended September 30, 2019
Portfolio Company	Fair Value at December 31, 2018		Gross Additions (Cost)^*		Gross Reductions (Cost)^**			Net Unrealized Gain (Loss) ^***			Fair Value at June 30, 2019		Net Realized Gain (Loss)			Interest Income			Fee Income		Dividend Income			Fair Value at December 31, 2018		Gross Additions (Cost)^*		Gross Reductions (Cost)^**			Net Unrealized Gain (Loss) ^***			Fair Value at September 30, 2019		Net Realized Gain (Loss)			Interest Income			Fee Income		Dividend Income

Affiliate Investments
AFG Capital Group, LLC
Term loan	$	—	$	260	$	(7	)	$	—		$	253	$	—		$	5		$	—	$	—		$	—	$	260	$	(29	)	$	—		$	231	$	—		$	11		$	—	$	—
Member units	995		1		—			142			1,138		—			—			—		(10		)	995		1		—			264			1,260		—			—			—		(10		)
Warrants																								237		195		(260		)	(172		)	—		195			—			—		—
Analytical Systems Keco, LLC
Term loan																								—		1,401		(134		)	6			1,273		—			24			—		—
Preferred member units																								—		800		—			—			800		—			—			—		—
Warrants	237		195		(260		)	(172		)	—		195			—			—		—			—		79		—			—			79		—			—			—		—
Brewer Crane Holdings, LLC
Term loan	2,347		5		(62		)	—			2,290		—			152			—		—			2,347		8		(93		)	—			2,262		—			226			—		—
Preferred member units	1,070		—		—			—			1,070		—			—			—		15			1,070		—		—			—			1,070		—			—			—		23
Centre Technologies Holdings, LLC
Term loan	—		3,064		(67		)	6			3,003		—			182			15		—			—		3,067		(67		)	6			3,006		—			273			22		—
Preferred member units	—		1,460		—			—			1,460		—			—			—		—			—		1,460		—			—			1,460		—			—			—		—
Chamberlin HoldCo, LLC
Term loan	4,933		11		(332		)	—			4,612		—			328			30		—			4,933		17		(332		)	101			4,719		—			482			45		—
Member units	4,735		—		—			1,014			5,749		—			—			—		117			4,735		—		—			1,162			5,897		—			—			—		238
Member units	183		—		—			—			183		—			—			—		3			183		79		—			—			262		—			—			—		86
Charlotte Russe, Inc.
Term loan	3,090		—		(6,236		)	3,146			—		(5,430		)	(84		)	—		—			3,090		—		(6,236		)	3,146			—		(5,430		)	(84		)	—		—
Common stock	—		—		—			—			—		—			—			—		—			—		—		—			—			—		—			—			—		—
Charps, LLC
Term loan	2,975		452		(3,374		)	(53		)	—		—			192			—		—			2,975		452		(3,374		)	(53		)	—		—			196			—		—
Term loan	—		500		—			—			500		—			9			2		—			—		500		—			—			500		—			24			2		—
Preferred member units	568		—		—			590			1,158		—			—			—		54			568		—		—			800			1,368		—			—			—		105
Clad-Rex Steel, LLC
Term loan	3,020		7		(100		)	(7		)	2,920		—			181			—		—			3,020		10		(200		)	(10		)	2,820		—			267			—		—
Member units	2,653		—		—			(85		)	2,568		—			—			—		31			2,653		—		—			(149		)	2,504		—			—			—		54
Term loan (Clad-Rex Steel RE Investor, LLC)	288		—		(2		)	(1		)	285		—			14			—		—			288		—		(4		)	(1		)	283		—			22			—		—
Member units (Clad-Rex Steel RE Investor, LLC)	88		—		—			—			88		—			—			—		—			88		—		—			—			88		—			—			—		—
Copper Trail Energy Fund I, LP
LP interests	—		4,029		(993		)	36			3,072		—			—			11		(250		)	—		4,029		(1,721		)	(35		)	2,273		—			—			17		(250		)
Digital Products Holdings LLC
Term loan	6,320		12		(166		)	53			6,219		—			411			—		—			6,320		36		(1,448		)	(66		)	4,842		—			601			—		—
Preferred member units	2,116		—		—			(124		)	1,992		—			—			—		25			2,116		259		—			(458		)	1,917		—			—			—		37
Direct Marketing Solutions, Inc.
Term loan	4,404		11		(118		)	—			4,297		—			311			—		—			4,404		19		(296		)	81			4,208		—			466			—		—
Preferred stock	3,725		—		—			313			4,038		—			—			—		—			3,725		—		—			746			4,471		—			—			—		—
Freeport Financial Funds
LP interests	10,980		798		(1,399		)	(89		)	10,290		—			—			—		510			10,980		798		(1,399		)	(88		)	10,291		—			—			—		809
Gamber-Johnson Holdings, LLC
Term loan	5,371		12		(416		)	(12		)	4,955		—			272			—		—			5,371		18		(616		)	(18		)	4,755		—			395			—		—
Common stock	11,365		—		—			2			11,367		—			—			—		379			11,365		—		—			262			11,627		—			—			—		666
Guerdon Modular Holdings, Inc.
Term loan	3,001		9		—			(389		)	2,621		—			(231		)	—		—			3,001		11		—			(935		)	2,077		—			(229		)	—		—
Term loan	—		116		—			—			116		—			—			2		—			—		116		—			—			116		—			—			2		—
Common stock	—		—		—			—			—		—			—			—		—			—		—		—			—			—		—			—			—		—
Gulf Publishing Holdings, LLC
Term loan	3,131		7		(33		)	—			3,105		—			205			—		—			3,131		11		(33		)	—			3,109		—			308			—		—
Term loan	—		80		—			—			80		—			1			—		—			—		80		—			—			80		—			4			—		—
Member units	1,030		—		—			52			1,082		—			—			—		—			1,030		1		—			(68		)	963		—			—			—		—
Harris Preston Fund Investments
LP interests (HPEP 3, LP)	1,733		500		—			—			2,233		—			—			—		—			1,733		741		—			—			2,474		—			—			—		—
LP interests (2717 HM, LP)	1,133		1,195		(2,328		)	—			—		—			—			—		—			1,133		1,195		(2,328		)	—			—		—			—			—		—

Hawk Ridge Systems, LLC
Term loan																								$	3,575	$	13	$	(225	)	$	(13	)	$	3,350	$	—		$	275		$	—	$	—
Term loan	3,575		9		(224		)	(10		)	3,350		—			187			—		—			—		150		(3		)	—			147					2
Preferred member units	1,815		—		—			—			1,815		—			—			—		62			1,815		—		—			160			1,975		—			—			—		66
Preferred member units (HRS Services, ULC)	95		—		—			—			95		—			—			—		—			95		—		—			10			105		—			—			—		—
HWT, LLC
Term Loan	2,484		391		(2,875		)	—			—		—			—			—		—			2,484		391		(2,875		)	—			—		—			—			—		—
Member units	986		—		(986		)	—			—		—			—			—		—			986		—		(986		)	—			—		—			—			—		—

KMC Investor, LLC
Term loan	$	6,795	$	22	$	(200	)	$	—		$	6,617	$	—		$	424		$	—	$	—		6,795		30		(200		)	—			6,625		—			632			—		—
Term loan	259		1		(266		)	6			—		—			3			—		—			259		2		(266		)	5			—		—			4			—		—
Term loan	991		—		(11		)	—			980		—			37			—		—			991		—		(12		)	—			979		—			68			—		—
Member units	248		—		—			—			248		—			—			—		—			248		—		—			—			248		—			—			—		—
Member units (KMC RE Investor, LLC)	3,060		—		—			—			3,060		—			—			—		18			3,060		—		—			—			3,060		—			—			—		23
Market Force Information, Inc.
Term loan	5,617		11		—			—			5,628		—			402			—		—			5,617		17		(1		)	32			5,665		—			601			—		—
Term loan	50		377		(50		)	—			377		—			6			—		—			50		691		(50		)	—			691		—			18			—		—
Member units	3,275		—		—			(519		)	2,756		—			—			—		—			3,275		—		—			(1,511		)	1,764		—			—			—		—
M.H. Corbin Holding, LLC
Term loan	2,934		213		(1,114		)	125			2,158		10			176			—		—			2,934		242		(1,115		)	124			2,185		10			233			—		—
Member units	—		1,100		—			92			1,192		—			—			—		—			—		1,100		—			92			1,192		—			—			—		—
Member units	250		—		—			(245		)	5		—			—			—		—			250		—		—			(245		)	5		—			—			—		—
Mystic Logistics Holdings, LLC
Term loan	1,877		8		(113		)	(6		)	1,766		—			120			—		—			1,877		10		(283		)	(6		)	1,598		—			173			—		—
Common stock	52		1		—			469			522		—			—			—		—			52		1		—			1,149			1,202		—			—			—		43
NexRev, LLC
Term loan	4,322		8		(54		)	(38		)	4,238		—			256			—		—			4,322		13		(108		)	(40		)	4,187		—			380			—		—
Preferred member units	1,972		—		—			(253		)	1,719		—			—			—		39			1,972		—		—			(253		)	1,719		—			—			—		44
NuStep, LLC
Term loan	5,073		13		—			—			5,086		—			324			—		—			5,073		19		—			—			5,092		—			489			—		—
Preferred member units	2,550		—		—			—			2,550		—			—			—		—			2,550		—		—			—			2,550		—			—			—		—
SI East, LLC
Term loan	11,582		18		(187		)	150			11,563		—			628			—		—			11,582		33		(762		)	135			10,988		—			942			—		—
Preferred member units	2,000		—		—			244			2,244		—			—			—		39			2,000		—		—			446			2,446		—			—			—		91
Soft Touch Medical Holdings, LLC
Member units	—		—		—			—			—		(41		)	—			—		—			—		—		—			—			—		(41		)	—			—		—
Tedder Acquisition, LLC
Term loan	3,983		9		—			—			3,992		—			257			—		—			3,983		15		(1		)	69			4,066		—			388			—		—
Term loan	118		80		—			—			198		—			9			2		—			118		180		(260		)	—			38		—			11			2		—
Preferred member units	1,869		—		—			—			1,869		—			—			—		—			1,869		165		—			—			2,034		—			—			—		—
Trantech Radiator Topco, LLC
Term loan	—		2,601		(78		)	—			2,523		—			27			—		—			—		2,610		(278		)	(1		)	2,331		—			116			—		—
Preferred member units	—		1,164		—			—			1,164		—			—			—		2			—		1,164		—			—			1,164		—			—			—		10
Total Affiliate Investments	$	149,323	$	18,750	$	(22,051	)	$	4,437		$	150,459	$	(5,266	)	$	4,804		$	62	$	1,034		$	149,323	$	22,489	$	(25,995	)	$	4,674		$	150,491	$	(5,266	)	$	7,318		$	90	$	2,035

* Gross additions include increases in the cost basis of investments resulting from new portfolio investments, payment-in-kind (“PIK”) interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more new securities and the movement of an existing portfolio company out of this category into a different category.

*** Net unrealized gain (loss) does not include unrealized appreciation (depreciation) on unfunded commitments.

(5) Non-Control/Non-Affiliate investments are generally investments that are neither Control investments nor Affiliate investments.

(6) Control investments are generally defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained. Fair value as of December 31, 2018 and ~~June~~September 30, 2019 along with transactions during the ~~six~~nine months ended ~~June~~September 30, 2019 in these Control investments were as follows (in thousands):


			Six Months Ended June 30, 2019										Six Months Ended June 30, 2019											Nine Months Ended September 30, 2019										Nine Months Ended September 30, 2019
Portfolio Company	Fair Value at December 31, 2018		Gross Additions (Cost)^**		Gross Reductions (Cost)^***			Net Unrealized Gain (Loss)			Fair Value at June 30, 2019		Net Realized Gain (Loss)			Interest Income		Fee Income		Dividend Income		Fair Value at December 31, 2018		Gross Additions (Cost)^**		Gross Reductions (Cost)^***			Net Unrealized Gain (Loss)			Fair Value at September 30, 2019		Net Realized Gain (Loss)			Interest Income		Fee Income		Dividend Income
Control Investments
Copper Trail Energy Fund I, LP
LP interests	$	4,468	$	23	$	(4,491	)	$	—		$	—	$	—		$	—	$	—	$	—	$	4,468	$	23	$	(4,491	)	$	—		$	—	$	—		$	—	$	—	$	—
CTMH, LP
LP interests	872		—		—			—			872		—			—		—		—		872		—		—			—			872		—			—		—		—
GRT Rubber Technologies, LLC
Term loan	4,797		1,736		—			(3		)	6,530		—			267		—		—		4,797		2,602		—			(3		)	7,396		—			428		—		—
Member units	19,239		—		—			3,482			22,721		—			—		35		2,653		19,239		—		—			3,405			22,644		—			—		53		4,251
Harris Preston Fund Investments
LP interests (2717 HM, LP)	—		2,328		(499		)	—			1,829											—		2,328		(497		)	189			2,020
HMS-ORIX SLF LLC^*
Membership interests	26,351		—		(29,815		)	3,650			186		(598		)	—		—		546		26,351		—		(30,001		)	3,650			—		(633		)	—		—		546
Total Control Investments	$	55,727	$	4,087	$	(34,805	)	$	7,129		$	32,138	$	(598	)	$	267	$	35	$	3,199	$	55,727	$	4,953	$	(34,989	)	$	7,241		$	32,932	$	(633	)	$	428	$	53	$	4,797

* Together with ORIX Funds Corp. (“Orix”), the Company co-invested through HMS-ORIX SLF LLC (“HMS-ORIX”), which is organized as a Delaware limited liability company. Pursuant to the terms of the limited liability company agreement and through representation on the HMS-ORIX Board of Managers, the Company and Orix each ~~have~~had 50% voting control of HMS-ORIX and together ~~will agree~~agreed on all portfolio and investment decisions as well as all other significant actions for HMS-ORIX. Although the Company ~~owns~~owned more than 25% of the voting securities of HMS-ORIX, the Company ~~does~~did not have sole control over significant actions of HMS-ORIX for purposes of the 1940 Act or otherwise.

** Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

*** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more new securities and the movement of an existing portfolio company out of this category into a different category.

(7) Principal is net of repayments. Cost represents amortized cost which is net of repayments and adjusted for the amortization of premiums and/or accretion of discounts, as applicable.

(8) Index based floating interest rate is subject to contractual minimum interest rates, or floors.

(9) The investment is not a qualifying asset in an eligible portfolio company under Section 55(a) of the 1940 Act. A business development company (“BDC”) may not acquire any asset other than qualifying assets in eligible portfolio companies unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s total assets. As of ~~June~~September 30, 2019, approximately ~~13.2%~~13.0% of the Company’s total assets were considered non-qualifying.

(10) Investment is classified as a LMM (as defined in the notes to the financial statements) portfolio investment.

(11) Investment is classified as a Private Loan (as defined in the notes to the financial statements) portfolio investment.

(12) Investment or portion of investment is under contract to purchase and met trade date accounting criteria as of ~~June~~September 30, 2019. Settlement occurred or is scheduled to occur after ~~June~~September 30, 2019.

(13) Investment serviced by Main Street Capital Corporation (“Main Street”) pursuant to servicing arrangements with the Company.

(14) Second lien secured debt investment.

(15) Investment is classified as an Other Portfolio (as defined in the notes to the financial statements) investment.

(16) Income producing through dividends or distributions.

(17) Unsecured debt investment.

(18) Investment is on non-accrual status as of ~~June~~September 30, 2019.

(19) Maturity date is under on-going renegotiations with the portfolio company and other lenders, if applicable.

(20) Short term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less.

(21) Effective yield as of ~~June~~September 30, 2019 was approximately ~~0.30%~~0.15% at US Bank Money Market Account and ~~2.02%~~1.67% at Fidelity Institutional Money Market Funds.

(22) The 1, 2, 3, and 6-month London Interbank Offered Rate (“LIBOR”) were ~~2.40%~~2.02%, ~~2.33%~~2.07%, ~~2.32%~~2.09% and ~~2.20%~~2.06%, respectively, as of ~~June~~September 30, 2019. The actual LIBOR for each loan listed may not be the applicable LIBOR as of ~~June~~September 30, 2019, as the loan may have been priced or repriced based on a LIBOR prior to ~~June~~September 30, 2019. The prime rate was ~~5.50%~~5.00% as of ~~June~~September 30, 2019.

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

(24) [Reserved]

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

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

See notes to the condensed consolidated financial statements.


HMS Income Fund, Inc. Consolidated Schedule of Investments	HMS Income Fund, Inc. Consolidated Schedule of Investments									HMS Income Fund, Inc. Consolidated Schedule of Investments
12/31/2018
As of December 31, 2018										As of December 31, 2018
(dollars in thousands)
Portfolio Company (1) (3)	Business Description	Type of Investment (2) (3)	Index Rate (22)	Principal (7)		Cost (7)		Fair Value (26)		Business Description	Type of Investment (2) (3)	Index Rate (22)	Principal (7)		Cost (7)		Fair Value (26)

Control Investments (6)
Copper Trail Energy Fund I, LP (9) (15)	Investment Partnership	LP Interests (Copper Trail Energy Fund I, LP) (Fully diluted 30.10%) (16)	—	$	—	$	3,745	$	4,468	Investment Partnership	LP Interests (Copper Trail Energy Fund I, LP) (Fully diluted 30.10%) (16)	—	$	—	$	3,745	$	4,468
CTMH, LP (9) (15)	Investment Partnership	LP Interests (CTMH, LP) (Fully diluted 38.80%)	—	—		872		872		Investment Partnership	LP Interests (CTMH, LP) (Fully diluted 38.80%)	—	—		872		872
GRT Rubber Technologies, LLC (10) (13)	Manufacturer of Engineered Rubber Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.35%, Secured Debt (Maturity - December 31, 2023) (8)	1 month LIBOR	4,797		4,770		4,797		Manufacturer of Engineered Rubber Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.35%, Secured Debt (Maturity - December 31, 2023) (8)	1 month LIBOR	4,797		4,770		4,797
		Member Units (2,896 units) (16)	—	—		6,434		19,239			Member Units (2,896 units) (16)	—	—		6,434		19,239
						11,204		24,036							11,204		24,036
HMS-ORIX SLF LLC (9) (15)	Investment Partnership	Membership Interests (Fully diluted 60.00%) (16)	—	—		30,000		26,351		Investment Partnership	Membership Interests (Fully diluted 60.00%) (16)	—	—		30,000		26,351

Subtotal Control Investments (6) (5% of total investments at fair value)	Subtotal Control Investments (6) (5% of total investments at fair value)					$	45,821	$	55,727	Subtotal Control Investments (6) (5% of total investments at fair value)					$	45,821	$	55,727
Affiliate Investments (4)
AFG Capital Group, LLC (10) (13)	Provider of Rent-to-Own Financing Solutions and Services	Member Units (46 units) (16)	—	$	—	$	300	$	995	Provider of Rent-to-Own Financing Solutions and Services	Member Units (46 units) (16)	—	$	—	$	300	$	995
		Warrants (10 equivalent units, Expiration - November 7, 2024)	—	—		65		237			Warrants (10 equivalent units, Expiration - November 7, 2024)	—	—		65		237
						365		1,232							365		1,232
Brewer Crane Holdings, LLC (10) (13)	Provider of Crane Rental and Operating Services	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.35%, Secured Debt (Maturity - January 9, 2023) (8)	1 month LIBOR	2,387		2,347		2,347		Provider of Crane Rental and Operating Services	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.35%, Secured Debt (Maturity - January 9, 2023) (8)	1 month LIBOR	2,387		2,347		2,347
		Preferred Member Units (737 units) (16)	—	—		1,070		1,070			Preferred Member Units (737 units) (16)	—	—		1,070		1,070
						3,417		3,417							3,417		3,417
Chamberlin Holding, LLC (10) (13)	Roofing and Waterproofing Specialty Subcontractor	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.75%, Secured Debt (Maturity - February 23, 2023) (8)	1 month LIBOR	5,051		4,933		4,933		Roofing and Waterproofing Specialty Subcontractor	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.75%, Secured Debt (Maturity - February 23, 2023) (8)	1 month LIBOR	5,051		4,933		4,933
		Member Units (1,087 units) (16)	—	—		2,860		4,735			Member Units (1,087 units) (16)	—	—		2,860		4,735
		Member Units (Langfield RE, LLC) (1 unit) (16)	—	—		183		183			Member Units (Langfield RE, LLC) (1 unit) (16)	—	—		183		183
						7,976		9,851							7,976		9,851
Charlotte Russe, Inc.	Fast-Fashion Retailer to Young Women	8.50% Secured Debt (Maturity - February 2, 2023)	None	6,237		6,237		3,090		Fast-Fashion Retailer to Young Women	8.50% Secured Debt (Maturity - February 2, 2023)	None	6,237		6,237		3,090
		Common Stock (14,973 shares)	—	—		2,470		—			Common Stock (14,973 shares)	—	—		2,470		—
						8,707		3,090							8,707		3,090
Charps, LLC (10) (13)	Pipeline Maintenance and Construction	12.00% Secured Debt (Maturity - February 3, 2022)	None	2,975		2,922		2,975		Pipeline Maintenance and Construction	12.00% Secured Debt (Maturity - February 3, 2022)	None	2,975		2,922		2,975
		Preferred Member Units (400 units) (16)	—	—		100		568			Preferred Member Units (400 units) (16)	—	—		100		568
						3,022		3,543							3,022		3,543
Clad-Rex Steel, LLC (10) (13)	Specialty Manufacturer of Vinyl-Clad Metal	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.35%, Secured Debt (Maturity - December 20, 2021) (8)	1 month LIBOR	3,020		2,979		3,020		Specialty Manufacturer of Vinyl-Clad Metal	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.35%, Secured Debt (Maturity - December 20, 2021) (8)	1 month LIBOR	3,020		2,979		3,020
		Member Units (179 units) (16)	—	—		1,820		2,653			Member Units (179 units) (16)	—	—		1,820		2,653
		10.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (Maturity - December 19, 2036)	None	291		288		288			10.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) (Maturity - December 19, 2036)	None	291		288		288
		Member Units (Clad-Rex Steel RE Investor, LLC) (200 units)	—	—		53		88			Member Units (Clad-Rex Steel RE Investor, LLC) (200 units)	—	—		53		88
						5,140		6,049							5,140		6,049
Digital Products Holdings LLC (10) (13)	Designer and Distributor of Consumer Electronics	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.38%, Secured Debt (Maturity - March 31, 2023) (8)	1 month LIBOR	6,435		6,320		6,320		Designer and Distributor of Consumer Electronics	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.38%, Secured Debt (Maturity - March 31, 2023) (8)	1 month LIBOR	6,435		6,320		6,320
		Preferred Member Units (863 units) (16)	—	—		2,116		2,116			Preferred Member Units (863 units) (16)	—	—		2,116		2,116
						8,436		8,436							8,436		8,436
Direct Marketing Solutions, Inc. (10) (13)	Provider of Omni-Channel Direct Marketing Services	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.38%, Secured Debt (Maturity - February 13, 2023) (8)	1 month LIBOR	4,503		4,396		4,404		Provider of Omni-Channel Direct Marketing Services	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.38%, Secured Debt (Maturity - February 13, 2023) (8)	1 month LIBOR	4,503		4,396		4,404
		Preferred Stock (2,100 shares)	—	—		2,100		3,725			Preferred Stock (2,100 shares)	—	—		2,100		3,725
						6,496		8,129							6,496		8,129
Freeport Financial Funds (9) (15)	Investment Partnership	LP Interests (Freeport First Lien Loan Fund III, LP) (Fully diluted 6.00%) (16)	—	$	—	$	11,155	$	10,980	Investment Partnership	LP Interests (Freeport First Lien Loan Fund III, LP) (Fully diluted 6.00%) (16)	—	$	—	$	11,155	$	10,980
Gamber-Johnson Holdings, LLC (10) (13)	Manufacturer of Ruggedized Computer Mounting Systems	LIBOR Plus 7.50% (Floor 2.00%), Current Coupon 9.85%, Secured Debt (Maturity - June 24, 2021) (8)	1 month LIBOR	5,371		5,299		5,371		Manufacturer of Ruggedized Computer Mounting Systems	LIBOR Plus 7.50% (Floor 2.00%), Current Coupon 9.85%, Secured Debt (Maturity - June 24, 2021) (8)	1 month LIBOR	5,371		5,299		5,371
		Member Units (2,155 units) (16)	—	—		3,711		11,365			Member Units (2,155 units) (16)	—	—		3,711		11,365
						9,010		16,736							9,010		16,736
Guerdon Modular Holdings, Inc. (10) (13)	Multi-Family and Commercial Modular Construction Company	13.00% Secured Debt (Maturity - March 1, 2019)	None	3,147		3,124		3,001		Multi-Family and Commercial Modular Construction Company	13.00% Secured Debt (Maturity - March 1, 2019)	None	3,147		3,124		3,001
		Common Stock (53,008 shares)	—	—		746		—			Common Stock (53,008 shares)	—	—		746		—
		Class B Preferred Stock (101,250 shares)	—	—		285		—			Class B Preferred Stock (101,250 shares)	—	—		285		—
						4,155		3,001							4,155		3,001
Gulf Publishing Holdings, LLC (10) (13)	Energy Industry Focused Media and Publishing	12.50% Secured Debt (Maturity - April 29, 2021)	None	3,166		3,131		3,131		Energy Industry Focused Media and Publishing	12.50% Secured Debt (Maturity - April 29, 2021)	None	3,166		3,131		3,131
		Member Units (920 units)	—	—		920		1,030			Member Units (920 units)	—	—		920		1,030
						4,051		4,161							4,051		4,161
Harris Preston Fund Investments (9) (15)	Investment Partnership	LP Interests (HPEP 3, LP) (Fully diluted 8.20%) (16)	—	—		1,733		1,733		Investment Partnership	LP Interests (HPEP 3, LP) (Fully diluted 8.20%) (16)	—	—		1,733		1,733
		LP Interests (2717 MH, LP) (Fully diluted 49.30%) (16)	—	—		1,040		1,133			LP Interests (2717 MH, LP) (Fully diluted 49.30%) (16)	—	—		1,040		1,133
						2,773		2,866							2,773		2,866
Hawk Ridge Systems, LLC (9) (10) (13)	Value-Added Reseller of Engineering Design and Manufacturing Solutions	10.50% Secured Debt (Maturity - December 2, 2021)	None	3,575		3,526		3,575		Value-Added Reseller of Engineering Design and Manufacturing Solutions	10.50% Secured Debt (Maturity - December 2, 2021)	None	3,575		3,526		3,575
		Preferred Member Units (56 units) (16)	—	—		713		1,815			Preferred Member Units (56 units) (16)	—	—		713		1,815
		Preferred Member Units (HRS Services, ULC) (56 units) (16)	—	—		38		95			Preferred Member Units (HRS Services, ULC) (56 units) (16)	—	—		38		95
						4,277		5,485							4,277		5,485
HW Temps LLC (10) (13)	Temporary Staffing Solutions	LIBOR Plus 13.00% (Floor 1.00%), Current Coupon 15.35%, Secured Debt (Maturity - July 2, 2020) (8)	1 month LIBOR	2,494		2,469		2,484		Temporary Staffing Solutions	LIBOR Plus 13.00% (Floor 1.00%), Current Coupon 15.35%, Secured Debt (Maturity - July 2, 2020) (8)	1 month LIBOR	2,494		2,469		2,484
		Preferred Member Units (800 units) (16)	—	—		986		986			Preferred Member Units (800 units) (16)	—	—		986		986
						3,455		3,470							3,455		3,470
KMC Investor, LLC (10) (13)	Precision Metal Parts Manufacturing	11.50% Secured Debt (Maturity - October 31, 2023)	None	7,000		6,795		6,795		Precision Metal Parts Manufacturing	11.50% Secured Debt (Maturity - October 31, 2023)	None	7,000		6,795		6,795
		11.50% Secured Debt (Maturity - October 31, 2020)	None	266		259		259			11.50% Secured Debt (Maturity - October 31, 2020)	None	266		259		259
		9.00% Secured Debt (Maturity - October 31, 2048)	None	1,001		991		991			9.00% Secured Debt (Maturity - October 31, 2048)	None	1,001		991		991
		Member Units (145 units)	—	—		248		248			Member Units (145 units)	—	—		248		248
		Member Units (KMC RE Investor, LLC) (200 units)	—	—		3,060		3,060			Member Units (KMC RE Investor, LLC) (200 units)	—	—		3,060		3,060
						11,353		11,353							11,353		11,353
Market Force Information, Inc. (10) (13)	Provider of Customer Experience Management Services	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.74%, Secured Debt (Maturity - July 28, 2022) (8)	1 month LIBOR	5,700		5,617		5,617		Provider of Customer Experience Management Services	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.74%, Secured Debt (Maturity - July 28, 2022) (8)	1 month LIBOR	5,700		5,617		5,617
		LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.74%, Secured Debt (Maturity - July 28, 2022) (8)	1 month LIBOR	50		50		50			LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.74%, Secured Debt (Maturity - July 28, 2022) (8)	1 month LIBOR	50		50		50
		Member Units (170,000 units)	—	—		3,675		3,275			Member Units (170,000 units)	—	—		3,675		3,275
						9,342		8,942							9,342		8,942
M.H. Corbin Holding LLC (10) (13)	Manufacturer and Distributor of Traffic Safety Products	10.00% Current / 3.00% PIK Secured Debt (Maturity - August 31, 2020) (18)	None	3,066		3,032		2,934		Manufacturer and Distributor of Traffic Safety Products	10.00% Current / 3.00% PIK Secured Debt (Maturity - August 31, 2020) (18)	None	3,066		3,032		2,934
		Preferred Member Units (1,000 units)	—	—		1,500		250			Preferred Member Units (1,000 units)	—	—		1,500		250
						4,532		3,184							4,532		3,184
Mystic Logistics Holdings, LLC (10) (13)	Logistics and Distribution Services Provider for Large Volume Mailers	12.00% Secured Debt (Maturity - August 15, 2019)	None	1,884		1,871		1,877		Logistics and Distribution Services Provider for Large Volume Mailers	12.00% Secured Debt (Maturity - August 15, 2019)	None	1,884		1,871		1,877
		Common Stock (1,468 shares) (16)	—	—		680		52			Common Stock (1,468 shares) (16)	—	—		680		52
						2,551		1,929							2,551		1,929
NexRev, LLC (10) (13)	Provider of Energy Efficiency Products & Services	11.00% Secured Debt (Maturity - February 28, 2023)	None	$	4,360	$	4,276	$	4,322	Provider of Energy Efficiency Products & Services	11.00% Secured Debt (Maturity - February 28, 2023)	None	$	4,360	$	4,276	$	4,322
		Preferred Member Units (21,600,000 units) (16)	—	—		1,720		1,972			Preferred Member Units (21,600,000 units) (16)	—	—		1,720		1,972
						5,996		6,294							5,996		6,294
NuStep, LLC (10) (13)	Designer, Manufacturer and Distributor of Fitness Equipment	12.00% Secured Debt (Maturity - January 31, 2022)	None	5,150		5,072		5,073		Designer, Manufacturer and Distributor of Fitness Equipment	12.00% Secured Debt (Maturity - January 31, 2022)	None	5,150		5,072		5,073
		Preferred Member Units (102 units)	—	—		2,550		2,550			Preferred Member Units (102 units)	—	—		2,550		2,550
						7,622		7,623							7,622		7,623
SI East, LLC (10) (13)	Rigid Industrial Packaging Manufacturing	10.25% Secured Debt (Maturity - August 31, 2023)	None	11,750		11,571		11,582		Rigid Industrial Packaging Manufacturing	10.25% Secured Debt (Maturity - August 31, 2023)	None	11,750		11,571		11,582
		Preferred Member Units (52 units)	—	—		2,000		2,000			Preferred Member Units (52 units)	—	—		2,000		2,000
						13,571		13,582							13,571		13,582
Tedder Acquisition, LLC (10) (13)	Manufacturer of Firearm Holsters and Accessories	12.00% Secured Debt (Maturity - August 31, 2023)	None	4,100		3,983		3,983		Manufacturer of Firearm Holsters and Accessories	12.00% Secured Debt (Maturity - August 31, 2023)	None	4,100		3,983		3,983
		12.00% Secured Debt (Maturity - August 31, 2020)	None	120		118		118			12.00% Secured Debt (Maturity - August 31, 2020)	None	120		118		118
		Preferred Member Units (110 units)	—	—		1,869		1,869			Preferred Member Units (110 units)	—	—		1,869		1,869
						5,970		5,970							5,970		5,970

Subtotal Affiliate Investments (4) (13% of total investments at fair value)	Subtotal Affiliate Investments (4) (13% of total investments at fair value)					$	143,372	$	149,323	Subtotal Affiliate Investments (4) (13% of total investments at fair value)					$	143,372	$	149,323

Non-Control/Non-Affiliate Investments (5)
AAC Holdings Inc. (8)	Substance Abuse Treatment Service Provider	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.28%, Secured Debt (Maturity - June 30, 2023)	3 month LIBOR	$	14,500	$	14,245	$	14,463	Substance Abuse Treatment Service Provider	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.28%, Secured Debt (Maturity - June 30, 2023)	3 month LIBOR	$	14,500	$	14,245	$	14,463
Adams Publishing Group, LLC (8) (11)	Local Newspaper Operator	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.93%, Secured Debt (Maturity - July 3, 2023)	3 month LIBOR	8,108		7,942		7,942		Local Newspaper Operator	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.93%, Secured Debt (Maturity - July 3, 2023)	3 month LIBOR	8,108		7,942		7,942
		PRIME Plus 4.00% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity - July 3, 2023)	PRIME	4,250		4,160		4,160			PRIME Plus 4.00% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity - July 3, 2023)	PRIME	4,250		4,160		4,160
						12,102		12,102							12,102		12,102
ADS Tactical, Inc. (8) (11)	Value-Added Logistics and Supply Chain Solutions Provider to the Defense Industry	LIBOR Plus 6.25% (Floor 0.75%), Current Coupon 8.77%, Secured Debt (Maturity - July 26, 2023)	1 month LIBOR	16,416		16,319		15,306		Value-Added Logistics and Supply Chain Solutions Provider to the Defense Industry	LIBOR Plus 6.25% (Floor 0.75%), Current Coupon 8.77%, Secured Debt (Maturity - July 26, 2023)	1 month LIBOR	16,416		16,319		15,306
Aethon United BR, LP (8) (11)	Oil & Gas Exploration & Production	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.14%, Secured Debt (Maturity - September 8, 2023) (14)	1 month LIBOR	4,063		4,011		3,817		Oil & Gas Exploration & Production	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.14%, Secured Debt (Maturity - September 8, 2023) (14)	1 month LIBOR	4,063		4,011		3,817
Allen Media, LLC (8)	Operator of Cable Television Networks	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.21%, Secured Debt (Maturity - August 30, 2023)	3 month LIBOR	17,142		16,671		16,650		Operator of Cable Television Networks	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.21%, Secured Debt (Maturity - August 30, 2023)	3 month LIBOR	17,142		16,671		16,650
Allflex Holdings III Inc. (8)	Manufacturer of Livestock Identification Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.48%, Secured Debt (Maturity - July 19, 2021) (14)	3 month LIBOR	13,232		13,321		13,125		Manufacturer of Livestock Identification Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.48%, Secured Debt (Maturity - July 19, 2021) (14)	3 month LIBOR	13,232		13,321		13,125
American Nuts, LLC (8) (11)	Roaster, Mixer and Packager of Bulk Nuts and Seeds	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.90%, Secured Debt (Maturity - April 10, 2023)	3 month LIBOR	11,194		10,965		10,475		Roaster, Mixer and Packager of Bulk Nuts and Seeds	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.90%, Secured Debt (Maturity - April 10, 2023)	3 month LIBOR	11,194		10,965		10,475
		LIBOR Plus 8.50% (Floor 1.00%), PIK 9.50%, Secured Debt (Maturity - April 10, 2023)	1 month LIBOR	1,125		1,107		1,107			LIBOR Plus 8.50% (Floor 1.00%), PIK 9.50%, Secured Debt (Maturity - April 10, 2023)	1 month LIBOR	1,125		1,107		1,107
						12,072		11,582							12,072		11,582
American Scaffold Holdings, Inc. (8) (11)	Marine Scaffolding Service Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.30%, Secured Debt (Maturity - March 31, 2022)	3 month LIBOR	6,656		6,593		6,623		Marine Scaffolding Service Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.30%, Secured Debt (Maturity - March 31, 2022)	3 month LIBOR	6,656		6,593		6,623
American Teleconferencing Services, Ltd. (8)	Provider of Audio Conferencing and Video Collaboration Solutions	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.09%, Secured Debt (Maturity - December 8, 2021)	3 month LIBOR	14,586		13,938		12,180		Provider of Audio Conferencing and Video Collaboration Solutions	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.09%, Secured Debt (Maturity - December 8, 2021)	3 month LIBOR	14,586		13,938		12,180
Apex Linen Service, Inc. (10) (13)	Industrial Launderers	16.00% Secured Debt (Maturity - October 30, 2022)	None	3,604		3,560		3,560		Industrial Launderers	16.00% Secured Debt (Maturity - October 30, 2022)	None	3,604		3,560		3,560
		LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.35%, Secured Debt (Maturity - October 30, 2022) (8)	1 month LIBOR	600		600		600			LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.35%, Secured Debt (Maturity - October 30, 2022) (8)	1 month LIBOR	600		600		600
						4,160		4,160							4,160		4,160
APTIM Corp	Engineering, Construction and Procurement	7.75% Secured Debt (Maturity - June 15, 2025)	None	$	6,952	$	6,163	$	5,284	Engineering, Construction and Procurement	7.75% Secured Debt (Maturity - June 15, 2025)	None	$	6,952	$	6,163	$	5,284
Arcus Hunting, LLC (8) (11)	Manufacturer of Bowhunting and Archery Products and Accessories	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.40%, Secured Debt (Maturity - November 13, 2019)	1 month LIBOR	7,493		7,459		7,492		Manufacturer of Bowhunting and Archery Products and Accessories	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.40%, Secured Debt (Maturity - November 13, 2019)	1 month LIBOR	7,493		7,459		7,492
Arise Holdings, Inc. (11)	Tech-Enabled Business Process Outsourcing	Preferred Stock (1,000,000 shares)	—	—		1,000		1,704		Tech-Enabled Business Process Outsourcing	Preferred Stock (1,000,000 shares)	—	—		1,000		1,704
ASC Ortho Management Company, LLC (11)	Provider of Orthopedic Services	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.90%, Secured Debt (Maturity - August 31, 2023) (8)	3 month LIBOR	4,660		4,560		4,574		Provider of Orthopedic Services	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 9.90%, Secured Debt (Maturity - August 31, 2023) (8)	3 month LIBOR	4,660		4,560		4,574
		13.25% PIK Secured Debt (Maturity - December 1, 2023) (14)	None	1,571		1,532		1,532			13.25% PIK Secured Debt (Maturity - December 1, 2023) (14)	None	1,571		1,532		1,532
						6,092		6,106							6,092		6,106
ATI Investment Sub, Inc. (8)	Manufacturer of Solar Tracking Systems	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.76%, Secured Debt (Maturity - June 22, 2021)	1 month LIBOR	4,135		4,062		3,718		Manufacturer of Solar Tracking Systems	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.76%, Secured Debt (Maturity - June 22, 2021)	1 month LIBOR	4,135		4,062		3,718
ATX Networks Corp. (8) (9)	Provider of Radio Frequency Management Equipment	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.39%, Current Coupon plus PIK 9.39%, Secured Debt (Maturity - June 11, 2021)	3 month LIBOR	13,982		13,827		13,284		Provider of Radio Frequency Management Equipment	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.39%, Current Coupon plus PIK 9.39%, Secured Debt (Maturity - June 11, 2021)	3 month LIBOR	13,982		13,827		13,284
BarFly Ventures, LLC (11)	Casual Restaurant Group	12.00% Secured Debt (Maturity - August 31, 2020)	None	3,395		3,362		3,339		Casual Restaurant Group	12.00% Secured Debt (Maturity - August 31, 2020)	None	3,395		3,362		3,339
		Warrants (.410 equivalent units, Expiration - August 31, 2025)	—	—		158		137			Warrants (.410 equivalent units, Expiration - August 31, 2025)	—	—		158		137
		Options (.99 equivalent units)	—	—		202		313			Options (.99 equivalent units)	—	—		202		313
						3,722		3,789							3,722		3,789
BBB Tank Services, LLC (10) (13)	Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.35%, Secured Debt (Maturity - April 8, 2021) (8)	1 month LIBOR	1,000		992		962		Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market	LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 13.35%, Secured Debt (Maturity - April 8, 2021) (8)	1 month LIBOR	1,000		992		962
		Preferred Stock (non-voting)	—	—		28		28			Preferred Stock (non-voting)	—	—		28		28
		Member Units (200,000 units)	—	—		200		58			Member Units (200,000 units)	—	—		200		58
						1,220		1,048							1,220		1,048
Berry Aviation, Inc. (11)	Charter Airline Services	10.50% Current / 1.50% PIK, Secured Debt (Maturity - January 6, 2024) (14)	None	4,480		4,417		4,438		Charter Airline Services	10.50% Current / 1.50% PIK, Secured Debt (Maturity - January 6, 2024) (14)	None	4,480		4,417		4,438
		Preferred Member Units (Berry Acquisition, LLC) (1,548,387 units, 8.00% cumulative) (16)	—	—		1,548		1,609			Preferred Member Units (Berry Acquisition, LLC) (1,548,387 units, 8.00% cumulative) (16)	—	—		1,548		1,609
						5,965		6,047							5,965		6,047
BigName Commerce, LLC (8) (11)	Provider of Envelopes and Complimentary Stationery Products	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.65%, Secured Debt (Maturity - May 11, 2022)	1 month LIBOR	2,462		2,441		2,370		Provider of Envelopes and Complimentary Stationery Products	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.65%, Secured Debt (Maturity - May 11, 2022)	1 month LIBOR	2,462		2,441		2,370
Binswanger Enterprises, LLC (11)	Glass Repair and Installation Service Provider	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.74%, Secured Debt (Maturity - March 9, 2022) (8)	3 month LIBOR	14,270		14,073		13,651		Glass Repair and Installation Service Provider	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.74%, Secured Debt (Maturity - March 9, 2022) (8)	3 month LIBOR	14,270		14,073		13,651
		Member Units (1,050,000 units)	—	—		1,050		1,330			Member Units (1,050,000 units)	—	—		1,050		1,330
						15,123		14,981							15,123		14,981
Bluestem Brands, Inc. (8)	Multi-Channel Retailer of General Merchandise	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.02%, Secured Debt (Maturity - November 6, 2020)	3 month LIBOR	12,198		12,087		7,888		Multi-Channel Retailer of General Merchandise	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.02%, Secured Debt (Maturity - November 6, 2020)	3 month LIBOR	12,198		12,087		7,888
Boccella Precast Products, LLC (10) (13)	Manufacturer of Precast Hollow Core Concrete	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.40%, Secured Debt (Maturity - June 30, 2022) (8)	1 month LIBOR	3,931		3,856		3,931		Manufacturer of Precast Hollow Core Concrete	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.40%, Secured Debt (Maturity - June 30, 2022) (8)	1 month LIBOR	3,931		3,856		3,931
		Member Units (540,000 units) (16)	—	—		540		1,270			Member Units (540,000 units) (16)	—	—		540		1,270
						4,396		5,201							4,396		5,201
Brightwood Capital Fund Investments (9) (15)	Investment Partnership	LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 1.60%) (16)	—	—		4,075		3,421		Investment Partnership	LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 1.60%) (16)	—	—		4,075		3,421
		LP Interests (Brightwood Capital Fund IV, LP) (Fully diluted 0.80%) (16)	—	—		4,037		4,126			LP Interests (Brightwood Capital Fund IV, LP) (Fully diluted 0.80%) (16)	—	—		4,037		4,126
						8,112		7,547							8,112		7,547

Buca C, LLC (10) (13)	Casual Restaurant Group	LIBOR Plus 9.25% (Floor 1.00%), Current Coupon 11.63%, Secured Debt (Maturity - June 30, 2020) (8)	1 month LIBOR	$	12,735	$	12,648	$	12,648	Casual Restaurant Group	LIBOR Plus 9.25% (Floor 1.00%), Current Coupon 11.63%, Secured Debt (Maturity - June 30, 2020) (8)	1 month LIBOR	$	12,735	$	12,648	$	12,648
		Preferred Member Units (4 units, 6.00% cumulative) (16)	—	—		2,866		2,955			Preferred Member Units (4 units, 6.00% cumulative) (16)	—	—		2,866		2,955
						15,514		15,603							15,514		15,603
Cadence Aerospace, LLC (8) (11)	Aerospace Manufacturing	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.06%, Secured Debt (Maturity - November 14, 2023)	3 month LIBOR	19,469		19,301		18,244		Aerospace Manufacturing	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.06%, Secured Debt (Maturity - November 14, 2023)	3 month LIBOR	19,469		19,301		18,244
CAI Software, LLC (10) (13)	Provider of Specialized Enterprise Resource Planning Software	12.00% Secured Debt (Maturity - December 7, 2023)	None	2,720		2,715		2,720		Provider of Specialized Enterprise Resource Planning Software	12.00% Secured Debt (Maturity - December 7, 2023)	None	2,720		2,715		2,720
		Member Units (16,742 units) (16)	—	—		188		679			Member Units (16,742 units) (16)	—	—		188		679
						2,903		3,399							2,903		3,399
Cenveo Corporation	Provider of Digital Marketing Agency Services	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.54%, Secured Debt (Maturity - June 7, 2023) (8)	2 month LIBOR	4,995		4,618		4,742		Provider of Digital Marketing Agency Services	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.54%, Secured Debt (Maturity - June 7, 2023) (8)	2 month LIBOR	4,995		4,618		4,742
		Common Stock (138,889 shares)	—	—		4,163		2,153			Common Stock (138,889 shares)	—	—		4,163		2,153
						8,781		6,895							8,781		6,895
Clarius BIGS, LLC (11) (18)	Prints & Advertising Film Financing	15.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	2,128		1,870		32		Prints & Advertising Film Financing	15.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	2,128		1,870		32
		20.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	770		677		12			20.00% PIK Secured Debt (Maturity - January 5, 2015) (18)	None	770		677		12
						2,547		44							2,547		44
Clickbooth.com, LLC (8) (11)	Provider of Digital Advertising Performance Marketing Solutions	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.90%, Secured Debt (Maturity - December 5, 2022)	3 month LIBOR	2,925		2,876		2,750		Provider of Digital Advertising Performance Marketing Solutions	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.90%, Secured Debt (Maturity - December 5, 2022)	3 month LIBOR	2,925		2,876		2,750
Construction Supply Investments, LLC (11)	Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.62%, Secured Debt (Maturity - June 30, 2023) (8)	2 month LIBOR	15,422		15,351		15,384		Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.62%, Secured Debt (Maturity - June 30, 2023) (8)	2 month LIBOR	15,422		15,351		15,384
		Member units (42,207 units)	—	—		4,221		4,290			Member units (42,207 units)	—	—		4,221		4,290
						19,572		19,674							19,572		19,674
CTVSH, PLLC (8) (11) (13)	Emergency Care and Specialty Service Animal Hospital	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.74%, Secured Debt (Maturity - August 3, 2022)	1 month LIBOR	2,813		2,768		2,735		Emergency Care and Specialty Service Animal Hospital	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.74%, Secured Debt (Maturity - August 3, 2022)	1 month LIBOR	2,813		2,768		2,735
Datacom, LLC (10) (13) (18)	Technology and Telecommunications Provider	5.25% Current / 5.25% PIK, Current Coupon 10.50% Secured Debt (Maturity - May 30, 2019) (18)	None	1,384		1,377		1,082		Technology and Telecommunications Provider	5.25% Current / 5.25% PIK, Current Coupon 10.50% Secured Debt (Maturity - May 30, 2019) (18)	None	1,384		1,377		1,082
		8.00% Secured Debt (Maturity - May 30, 2018) (18)	None	200		200		188			8.00% Secured Debt (Maturity - May 30, 2018) (18)	None	200		200		188
		Class A Preferred Member Units (1,530 units)	—	—		144		—			Class A Preferred Member Units (1,530 units)	—	—		144		—
		Class B Preferred Member Units (717 units)	—	—		670		—			Class B Preferred Member Units (717 units)	—	—		670		—
						2,391		1,270							2,391		1,270
Digital River, Inc. (8)	Provider of Outsourced e-Commerce Solutions and Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.78%, Secured Debt (Maturity - February 12, 2021)	3 month LIBOR	9,779		9,710		9,681		Provider of Outsourced e-Commerce Solutions and Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.78%, Secured Debt (Maturity - February 12, 2021)	3 month LIBOR	9,779		9,710		9,681
DTE Enterprises, LLC (11)	Industrial Powertrain Repair and Services	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.12%, Secured Debt (Maturity - April 13, 2023) (8)	3 month LIBOR	12,491		12,263		11,593		Industrial Powertrain Repair and Services	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.12%, Secured Debt (Maturity - April 13, 2023) (8)	3 month LIBOR	12,491		12,263		11,593
		Class AA Preferred Member Units (non-voting) (16)	—	—		758		778			Class AA Preferred Member Units (non-voting) (16)	—	—		758		778
		Class A Preferred Member Units (776,316 units) (16)	—	—		776		1,300			Class A Preferred Member Units (776,316 units) (16)	—	—		776		1,300
						13,797		13,671							13,797		13,671
Dynamic Communities, LLC (8) (11)	Developer of Business Events and Online Community Groups	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.80%, Secured Debt (Maturity - July 17, 2023)	3 month LIBOR	5,565		5,460		5,462		Developer of Business Events and Online Community Groups	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.80%, Secured Debt (Maturity - July 17, 2023)	3 month LIBOR	5,565		5,460		5,462
Elite SEM, Inc. (8) (11)	Provider of Digital Marketing Agency Services	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 11.27%, Secured Debt (Maturity - February 1, 2022)	3 month LIBOR	6,875		6,749		6,749		Provider of Digital Marketing Agency Services	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 11.27%, Secured Debt (Maturity - February 1, 2022)	3 month LIBOR	6,875		6,749		6,749
Epic Y-Grade Services, LP (8)	NGL Transportation & Storage	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 8.02%, Secured Debt (Maturity - June 13, 2024)	1 month LIBOR	17,500		17,174		16,625		NGL Transportation & Storage	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 8.02%, Secured Debt (Maturity - June 13, 2024)	1 month LIBOR	17,500		17,174		16,625
Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft) (8) (9)	Technology-Based Performance Support Solutions	LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 10.77%, Secured Debt (Maturity - April 28, 2022) (14)	1 month LIBOR	$	10,900	$	10,585	$	6,123	Technology-Based Performance Support Solutions	LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 10.77%, Secured Debt (Maturity - April 28, 2022) (14)	1 month LIBOR	$	10,900	$	10,585	$	6,123
Extreme Reach, Inc. (8)	Integrated TV and Video Advertising Platform	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.78%, Secured Debt (Maturity - February 7, 2020)	1 month LIBOR	16,152		16,145		16,065		Integrated TV and Video Advertising Platform	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.78%, Secured Debt (Maturity - February 7, 2020)	1 month LIBOR	16,152		16,145		16,065
Felix Investments Holdings II, LLC (8) (11)	Oil and Gas Exploration and Production	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.10%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	3,333		3,279		3,141		Oil and Gas Exploration and Production	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.10%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	3,333		3,279		3,141
Flavors Holdings, Inc. (8)	Global Provider of Flavoring and Sweetening Products and Solutions	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.55%, Secured Debt (Maturity - April 3, 2020)	3 month LIBOR	11,666		11,367		10,849		Global Provider of Flavoring and Sweetening Products and Solutions	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.55%, Secured Debt (Maturity - April 3, 2020)	3 month LIBOR	11,666		11,367		10,849
GI KBS Merger Sub LLC (8)	Outsourced Janitorial Service Provider	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 11.02%, Secured Debt (Maturity - April 29, 2022) (14)	3 month LIBOR	14,700		14,634		14,828		Outsourced Janitorial Service Provider	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 11.02%, Secured Debt (Maturity - April 29, 2022) (14)	3 month LIBOR	14,700		14,634		14,828
Good Source Solutions, Inc. (8) (11)	Specialized Food Distributor	LIBOR Plus 8.34% (Floor 1.00%), Current Coupon 11.14%, Secured Debt (Maturity - June 29, 2023)	3 month LIBOR	5,000		4,952		4,952		Specialized Food Distributor	LIBOR Plus 8.34% (Floor 1.00%), Current Coupon 11.14%, Secured Debt (Maturity - June 29, 2023)	3 month LIBOR	5,000		4,952		4,952
GoWireless Holdings, Inc. (8)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.02%, Secured Debt (Maturity - December 22, 2024)	3 month LIBOR	15,740		15,609		15,313		Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 9.02%, Secured Debt (Maturity - December 22, 2024)	3 month LIBOR	15,740		15,609		15,313
HDC/HW Intermediate Holdings, LLC (8) (11)	Managed Services and Hosting Provider	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.29%, Secured Debt (Maturity - December 21, 2023)	3 month LIBOR	1,799		1,759		1,763		Managed Services and Hosting Provider	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.29%, Secured Debt (Maturity - December 21, 2023)	3 month LIBOR	1,799		1,759		1,763
Hoover Group, Inc. (8) (9) (11)	Provider of Storage Tanks and Related Products to the Energy and Petrochemical Markets	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.90%, Secured Debt (Maturity - January 28, 2021)	3 month LIBOR	14,697		14,089		13,815		Provider of Storage Tanks and Related Products to the Energy and Petrochemical Markets	LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 9.90%, Secured Debt (Maturity - January 28, 2021)	3 month LIBOR	14,697		14,089		13,815
		LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.71%, Secured Debt (Maturity - January 28, 2020)	3 month LIBOR	5,125		4,664		4,657			LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.71%, Secured Debt (Maturity - January 28, 2020)	3 month LIBOR	5,125		4,664		4,657
						18,753		18,472							18,753		18,472
Hunter Defense Technologies, Inc. (8) (11)	Provider of Military and Commercial Shelters and Systems	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.80%, Secured Debt (Maturity - March 29, 2023)	3 month LIBOR	8,811		8,531		8,262		Provider of Military and Commercial Shelters and Systems	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.80%, Secured Debt (Maturity - March 29, 2023)	3 month LIBOR	8,811		8,531		8,262
Hydrofarm Holdings, LLC (8) (11)	Wholesaler of Horticultural Products	LIBOR Plus 10.00%, Current Coupon 3.62% / 8.61% PIK, Current Coupon Plus PIK 12.30%, Secured Debt (Maturity - May 12, 2022)	1 month LIBOR	7,214		7,084		5,643		Wholesaler of Horticultural Products	LIBOR Plus 10.00%, Current Coupon 3.62% / 8.61% PIK, Current Coupon Plus PIK 12.30%, Secured Debt (Maturity - May 12, 2022)	1 month LIBOR	7,214		7,084		5,643
iEnergizer Limited (8) (9)	Provider of Business Outsourcing Solutions	LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 8.53%, Secured Debt (Maturity - May 1, 2019)	1 month LIBOR	12,086		12,050		12,101		Provider of Business Outsourcing Solutions	LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 8.53%, Secured Debt (Maturity - May 1, 2019)	1 month LIBOR	12,086		12,050		12,101
Implus Footcare, LLC (8) (11)	Provider of Footwear and Related Accessories	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.55%, Secured Debt (Maturity - April 30, 2021)	3 month LIBOR	17,153		17,000		16,762		Provider of Footwear and Related Accessories	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.55%, Secured Debt (Maturity - April 30, 2021)	3 month LIBOR	17,153		17,000		16,762
Independent Pet Partners Intermediate Holdings, LLC (11)	Omnichannel Retailer of Specialty Pet Products	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.90%, Secured Debt (Maturity - November 19, 2023) (8)	6 month LIBOR	1,589		1,557		1,557		Omnichannel Retailer of Specialty Pet Products	LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 11.90%, Secured Debt (Maturity - November 19, 2023) (8)	6 month LIBOR	1,589		1,557		1,557
		Member Units (1,191,667 units)	—	—		1,192		1,192			Member Units (1,191,667 units)	—	—		1,192		1,192
						2,749		2,749							2,749		2,749
Industrial Services Acquisitions, LLC (11)	Industrial Cleaning Services	6.00% Current / 7.00% PIK, Current Coupon 13.00%, Unsecured Debt (Maturity - December 17, 2022) (17)	None	11,198		11,048		10,246		Industrial Cleaning Services	6.00% Current / 7.00% PIK, Current Coupon 13.00%, Unsecured Debt (Maturity - December 17, 2022) (17)	None	11,198		11,048		10,246
		Member Units (Industrial Services Investments, LLC) (336 units; 10.00% cumulative)	—	—		202		202			Member Units (Industrial Services Investments, LLC) (336 units; 10.00% cumulative)	—	—		202		202
		Member Units (Industrial Services Investments, LLC) (2,100,000 units)	—	—		2,100		490			Member Units (Industrial Services Investments, LLC) (2,100,000 units)	—	—		2,100		490
						13,350		10,938							13,350		10,938
Inn of the Mountain Gods Resort and Casino	Hotel & Casino Owner & Operator	9.25% Secured Debt (Maturity - November 30, 2020) (14)	None	8,254		8,254		7,882		Hotel & Casino Owner & Operator	9.25% Secured Debt (Maturity - November 30, 2020) (14)	None	8,254		8,254		7,882
Intermedia Holdings, Inc. (8)	Unified Communications as a Service	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.52%, Secured Debt (Maturity - July 19, 2025)	1 month LIBOR	11,571		11,461		11,557		Unified Communications as a Service	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.52%, Secured Debt (Maturity - July 19, 2025)	1 month LIBOR	11,571		11,461		11,557
Isagenix International, LLC (8)	Direct Marketer of Health and Wellness Products	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.55%, Secured Debt (Maturity - June 14, 2025)	3 month LIBOR	6,268		6,208		6,095		Direct Marketer of Health and Wellness Products	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.55%, Secured Debt (Maturity - June 14, 2025)	3 month LIBOR	6,268		6,208		6,095
JAB Wireless, Inc. (8) (11)	Fixed Wireless Broadband Provider	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.39%, Secured Debt (Maturity - May 2, 2023)	1 month LIBOR	14,888		14,753		13,987		Fixed Wireless Broadband Provider	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.39%, Secured Debt (Maturity - May 2, 2023)	1 month LIBOR	14,888		14,753		13,987
Jacent Strategic Merchandising, LLC (8) (11)	General Merchandise Distribution	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.27%, Secured Debt (Maturity -September 16, 2020)	3 month LIBOR	$	10,740	$	10,641	$	10,688	General Merchandise Distribution	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.27%, Secured Debt (Maturity -September 16, 2020)	3 month LIBOR	$	10,740	$	10,641	$	10,688
Jackmont Hospitality, Inc. (8) (11)	Franchisee of Casual Dining Restaurants	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.26%, Secured Debt (Maturity - May 26, 2021)	1 month LIBOR	8,329		8,314		8,329		Franchisee of Casual Dining Restaurants	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.26%, Secured Debt (Maturity - May 26, 2021)	1 month LIBOR	8,329		8,314		8,329
Jacuzzi Brands LLC (8)	Manufacturer of Bath and Spa Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.52%, Secured Debt (Maturity - June 28, 2023)	1 month LIBOR	5,775		5,681		5,746		Manufacturer of Bath and Spa Products	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.52%, Secured Debt (Maturity - June 28, 2023)	1 month LIBOR	5,775		5,681		5,746
Joerns Healthcare, LLC (8)	Manufacturer and Distributor of Health Care Equipment & Supplies	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.71%, Secured Debt (Maturity - May 9, 2020)	3 month LIBOR	11,119		11,016		9,965		Manufacturer and Distributor of Health Care Equipment & Supplies	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.71%, Secured Debt (Maturity - May 9, 2020)	3 month LIBOR	11,119		11,016		9,965
Knight Energy Services LLC (11)	Oil and Gas Equipment & Services	8.50% Secured Debt (Maturity - February 9, 2024)	None	760		760		760		Oil and Gas Equipment & Services	8.50% Secured Debt (Maturity - February 9, 2024)	None	760		760		760
		Class A-2 Shares (25,692 units)	—	—		1,843		1,843			Class A-2 Shares (25,692 units)	—	—		1,843		1,843
						2,603		2,603							2,603		2,603
Larchmont Resources, LLC (9)	Oil & Gas Exploration & Production	LIBOR Plus 9.00% (Floor 1.00%) PIK, 11.77% PIK, Secured Debt (Maturity - August 7, 2020) (8)	3 month LIBOR	3,898		3,898		3,820		Oil & Gas Exploration & Production	LIBOR Plus 9.00% (Floor 1.00%) PIK, 11.77% PIK, Secured Debt (Maturity - August 7, 2020) (8)	3 month LIBOR	3,898		3,898		3,820
		Member units (Larchmont Intermediate Holdco, LLC) (4,806 units)	—	—		601		1,201			Member units (Larchmont Intermediate Holdco, LLC) (4,806 units)	—	—		601		1,201
						4,499		5,021							4,499		5,021
Logix Acquisition Company, LLC (8) (11)	Competitive Local Exchange Carrier	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.27%, Secured Debt (Maturity - December 22, 2024) (23)	1 month LIBOR	9,628		9,542		9,532		Competitive Local Exchange Carrier	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.27%, Secured Debt (Maturity - December 22, 2024) (23)	1 month LIBOR	9,628		9,542		9,532
LSF9 Atlantis Holdings, LLC (8)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.38%, Secured Debt (Maturity - May 1, 2023)	1 month LIBOR	13,475		13,390		12,863		Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.38%, Secured Debt (Maturity - May 1, 2023)	1 month LIBOR	13,475		13,390		12,863
Lulu’s Fashion Lounge, LLC (8) (11)	Fast Fashion E-Commerce Retailer	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.52%, Secured Debt (Maturity - August 28, 2022)	1 month LIBOR	6,179		6,028		5,994		Fast Fashion E-Commerce Retailer	LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 9.52%, Secured Debt (Maturity - August 28, 2022)	1 month LIBOR	6,179		6,028		5,994
Meisler Operating, LLC (10) (13)	Provider of Short Term Trailer and Container Rental	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.90%, Secured Debt (Maturity - June 7, 2022) (8)	1 month LIBOR	5,120		5,015		5,022		Provider of Short Term Trailer and Container Rental	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 10.90%, Secured Debt (Maturity - June 7, 2022) (8)	1 month LIBOR	5,120		5,015		5,022
		Member Units (Milton Meisler Holdings, LLC) (12,139 units)	—	—		1,214		1,445			Member Units (Milton Meisler Holdings, LLC) (12,139 units)	—	—		1,214		1,445
						6,229		6,467							6,229		6,467
MHVC Acquisition Corp. (8)	Provider of Differentiated Information Solutions, Systems Engineering and Analytics	LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 8.06%, Secured Debt (Maturity - April 29, 2024)	3 month LIBOR	7,860		7,817		7,664		Provider of Differentiated Information Solutions, Systems Engineering and Analytics	LIBOR Plus 5.25% (Floor 1.00%), Current Coupon 8.06%, Secured Debt (Maturity - April 29, 2024)	3 month LIBOR	7,860		7,817		7,664
Mills Fleet Farm Group LLC (8) (11)	Omnichannel Retailer of Work, Farm and Lifestyle Merchandise	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.77%, Secured Debt (Maturity - October 24, 2024)	1 month LIBOR	15,000		14,707		15,000		Omnichannel Retailer of Work, Farm and Lifestyle Merchandise	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.77%, Secured Debt (Maturity - October 24, 2024)	1 month LIBOR	15,000		14,707		15,000
Mobileum, Inc. (8) (11)	Provider of Big Data Analytics to Telecom Service Providers	LIBOR Plus 10.25% (Floor 0.75%), Current Coupon 13.06%, Secured Debt (Maturity - May 1, 2022) (14)	2 month LIBOR	7,500		7,429		7,429		Provider of Big Data Analytics to Telecom Service Providers	LIBOR Plus 10.25% (Floor 0.75%), Current Coupon 13.06%, Secured Debt (Maturity - May 1, 2022) (14)	2 month LIBOR	7,500		7,429		7,429
New Era Technology, Inc. (8) (11)	Managed Services and Hosting Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.99%, Secured Debt (Maturity - June 22, 2023)	1 month LIBOR	7,654		7,518		7,616		Managed Services and Hosting Provider	LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 8.99%, Secured Debt (Maturity - June 22, 2023)	1 month LIBOR	7,654		7,518		7,616
New Media Holdings II LLC (8) (9)	Local Newspaper Operator	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.77%, Secured Debt (Maturity - July 14, 2022)	1 month LIBOR	9,718		9,622		9,645		Local Newspaper Operator	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.77%, Secured Debt (Maturity - July 14, 2022)	1 month LIBOR	9,718		9,622		9,645
NNE Partners, LLC (8) (11)	Oil & Gas Exploration & Production	LIBOR Plus 8.00%, Current Coupon 10.74%, Secured Debt (Maturity - March 2, 2022)	3 month LIBOR	20,417		20,271		19,572		Oil & Gas Exploration & Production	LIBOR Plus 8.00%, Current Coupon 10.74%, Secured Debt (Maturity - March 2, 2022)	3 month LIBOR	20,417		20,271		19,572
North American Lifting Holdings, Inc. (8)	Crane Service Provider	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 7.30%, Secured Debt (Maturity - November 27, 2020)	3 month LIBOR	6,244		5,803		5,701		Crane Service Provider	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 7.30%, Secured Debt (Maturity - November 27, 2020)	3 month LIBOR	6,244		5,803		5,701
Novetta Solutions, LLC (8)	Provider of Advanced Analytics Solutions for Defense Agencies	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 7.53%, Secured Debt (Maturity - October 17, 2022)	1 month LIBOR	14,977		14,648		14,602		Provider of Advanced Analytics Solutions for Defense Agencies	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 7.53%, Secured Debt (Maturity - October 17, 2022)	1 month LIBOR	14,977		14,648		14,602
NTM Acquisition Corp. (8)	Provider of B2B Travel Information Content	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.96%, Secured Debt (Maturity - June 7, 2022)	3 month LIBOR	4,092		4,060		4,051		Provider of B2B Travel Information Content	LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 8.96%, Secured Debt (Maturity - June 7, 2022)	3 month LIBOR	4,092		4,060		4,051
Pasha Group (8)	Diversified Logistics and Transportation Provided	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.06%, Secured Debt (Maturity - January 26, 2023)	2 month LIBOR	10,938		10,642		11,006		Diversified Logistics and Transportation Provided	LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 10.06%, Secured Debt (Maturity - January 26, 2023)	2 month LIBOR	10,938		10,642		11,006

Permian Holdco 2, Inc.	Storage Tank Manufacturer	14.00% PIK Unsecured Debt (Maturity - October 15, 2021) (17)	None	$	990	$	990	$	990	Storage Tank Manufacturer	14.00% PIK Unsecured Debt (Maturity - October 15, 2021) (17)	None	$	990	$	990	$	990
		Series A Preferred Shares (Permian Holdco 1, Inc.) (386,255 shares)	—	—		1,997		2,299			Series A Preferred Shares (Permian Holdco 1, Inc.) (386,255 shares)	—	—		1,997		2,299
		Common Shares (Permian Holdco 1, Inc.) (386,255 shares)	—	—		—		—			Common Shares (Permian Holdco 1, Inc.) (386,255 shares)	—	—		—		—
						2,987		3,289							2,987		3,289
Pernix Therapeutics Holdings, Inc. (11)	Pharmaceutical Royalty	12.00% Secured Debt (Maturity - August 1, 2020)	None	2,652		2,639		1,782		Pharmaceutical Royalty	12.00% Secured Debt (Maturity - August 1, 2020)	None	2,652		2,639		1,782
Pier 1 Imports, Inc. (8)	Decorative Home Furnishings Retailer	LIBOR Plus 3.50% (Floor 1.00%), Current Coupon 6.38%, Secured Debt (Maturity - April 30, 2021)	3 month LIBOR	7,455		7,164		5,358		Decorative Home Furnishings Retailer	LIBOR Plus 3.50% (Floor 1.00%), Current Coupon 6.38%, Secured Debt (Maturity - April 30, 2021)	3 month LIBOR	7,455		7,164		5,358
PricewaterhouseCoopers Public Sector LLP (8)	Provider of Consulting Services to Governments	LIBOR Plus 7.50%, Current Coupon 9.74%, Secured Debt (Maturity - May 1, 2026) (14)	1 month LIBOR	13,100		13,054		13,166		Provider of Consulting Services to Governments	LIBOR Plus 7.50%, Current Coupon 9.74%, Secured Debt (Maturity - May 1, 2026) (14)	1 month LIBOR	13,100		13,054		13,166
Prowler Acquisition Corporation (8)	Specialty Distributor to the Energy Sector	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 7.30%, Secured Debt (Maturity - January 28, 2020)	3 month LIBOR	12,280		11,624		12,096		Specialty Distributor to the Energy Sector	LIBOR Plus 4.50% (Floor 1.00%), Current Coupon 7.30%, Secured Debt (Maturity - January 28, 2020)	3 month LIBOR	12,280		11,624		12,096
Resolute Industrial, LLC (11)	HVAC Equipment Rental and Remanufacturing	Class A units (601 units)	—	—		750		920		HVAC Equipment Rental and Remanufacturing	Class A units (601 units)	—	—		750		920
RM Bidder, LLC (11)	Scripted and Unscripted TV and Digital Programming Provider	Common Stock (1,854 shares)	—	—		31		7		Scripted and Unscripted TV and Digital Programming Provider	Common Stock (1,854 shares)	—	—		31		7
		Series A Warrants (124,915 equivalent units, Expiration - October 20, 2025)	—	—		284		—			Series A Warrants (124,915 equivalent units, Expiration - October 20, 2025)	—	—		284		—
		Series B Warrants (93,686 equivalent units, Expiration - October 20, 2025)	—	—		—		—			Series B Warrants (93,686 equivalent units, Expiration - October 20, 2025)	—	—		—		—
						315		7							315		7
Salient Partners, LP (8) (11)	Provider of Asset Management Services	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.27%, Secured Debt (Maturity - June 9, 2021)	1 month LIBOR	7,313		7,300		7,300		Provider of Asset Management Services	LIBOR Plus 5.75% (Floor 1.00%), Current Coupon 8.27%, Secured Debt (Maturity - June 9, 2021)	1 month LIBOR	7,313		7,300		7,300
Slick Software Holdings LLC (10) (13)	Text Messaging Marketing Platform	14.00% Secured Debt (Maturity - September 13, 2023)	None	1,800		1,703		1,703		Text Messaging Marketing Platform	14.00% Secured Debt (Maturity - September 13, 2023)	None	1,800		1,703		1,703
		Member units (17,500 units)	—	—		175		175			Member units (17,500 units)	—	—		175		175
		Warrants (4,521 equivalent units, Expiration - September 13, 2028)	—	—		45		45			Warrants (4,521 equivalent units, Expiration - September 13, 2028)	—	—		45		45
						1,923		1,923							1,923		1,923
Smart Modular Technologies, Inc. (8) (9) (11)	Provider of Specialty Memory Solutions	LIBOR Plus 6.25%, (Floor 1.00%), Current Coupon 8.86%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	19,000		18,793		19,095		Provider of Specialty Memory Solutions	LIBOR Plus 6.25%, (Floor 1.00%), Current Coupon 8.86%, Secured Debt (Maturity - August 9, 2022)	3 month LIBOR	19,000		18,793		19,095
Sorenson Communications, Inc. (8)	Manufacturer of Communication Products for Hearing Impaired	LIBOR Plus 5.75% (Floor 2.25%), Current Coupon 8.56%, Secured Debt (Maturity - April 30, 2020)	3 month LIBOR	2,916		2,908		2,905		Manufacturer of Communication Products for Hearing Impaired	LIBOR Plus 5.75% (Floor 2.25%), Current Coupon 8.56%, Secured Debt (Maturity - April 30, 2020)	3 month LIBOR	2,916		2,908		2,905
STL Parent Corp. (8)	Manufacturer and Servicer of Tank and Hopper Railcars	LIBOR Plus 7.00%, Current Coupon 9.52%, Secured Debt (Maturity - December 5, 2022)	1 month LIBOR	12,000		11,585		11,639		Manufacturer and Servicer of Tank and Hopper Railcars	LIBOR Plus 7.00%, Current Coupon 9.52%, Secured Debt (Maturity - December 5, 2022)	1 month LIBOR	12,000		11,585		11,639
Strike, LLC (8)	Pipeline Construction and Maintenance Services	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.59%, Secured Debt (Maturity - November 30, 2022)	3 month LIBOR	9,000		8,803		9,011		Pipeline Construction and Maintenance Services	LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 10.59%, Secured Debt (Maturity - November 30, 2022)	3 month LIBOR	9,000		8,803		9,011
TE Holdings, LLC	Oil & Gas Exploration & Production	Common Units (72,785 units)	—	—		728		49		Oil & Gas Exploration & Production	Common Units (72,785 units)	—	—		728		49
Teleguam Holdings, LLC (8)	Cable and Telecom Services Provider	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 11.02%, Secured Debt (Maturity - April 12, 2024) (14)	1 month LIBOR	7,750		7,620		7,798		Cable and Telecom Services Provider	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 11.02%, Secured Debt (Maturity - April 12, 2024) (14)	1 month LIBOR	7,750		7,620		7,798
TGP Holdings III LLC (8)	Outdoor Cooking & Accessories	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 11.30%, Secured Debt (Maturity - September 25, 2025) (14)	3 month LIBOR	5,000		5,000		4,850		Outdoor Cooking & Accessories	LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 11.30%, Secured Debt (Maturity - September 25, 2025) (14)	3 month LIBOR	5,000		5,000		4,850
TMC Merger Sub Corp (8)	Refractory & Maintenance Services Provider	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.31%, Secured Debt (Maturity - October 31, 2022) (25)	1 month LIBOR	18,657		18,448		18,564		Refractory & Maintenance Services Provider	LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 9.31%, Secured Debt (Maturity - October 31, 2022) (25)	1 month LIBOR	18,657		18,448		18,564
TOMS Shoes, LLC (8)	Global Designer, Distributor, and Retailer of Casual Footwear	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 8.30%, Secured Debt (Maturity - October 30, 2020)	3 month LIBOR	4,813		4,641		3,798		Global Designer, Distributor, and Retailer of Casual Footwear	LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 8.30%, Secured Debt (Maturity - October 30, 2020)	3 month LIBOR	4,813		4,641		3,798
Turning Point Brands, Inc. (8) (9) (11)	Marketer/Distributor of Tobacco Products	LIBOR Plus 7.00%, Current Coupon 9.46%, Secured Debt (Maturity - March 7, 2024) (14)	1 month LIBOR	8,500		8,424		8,585		Marketer/Distributor of Tobacco Products	LIBOR Plus 7.00%, Current Coupon 9.46%, Secured Debt (Maturity - March 7, 2024) (14)	1 month LIBOR	8,500		8,424		8,585
TVG-I-E CMN Acquisition, LLC (8) (11)	Organic Lead Generation for Online Postsecondary Schools	LIBOR Plus 6.00%, (Floor 1.00%), Current Coupon 8.52%, Secured Debt (Maturity - November 3, 2021)	1 month LIBOR	19,504		19,197		19,455		Organic Lead Generation for Online Postsecondary Schools	LIBOR Plus 6.00%, (Floor 1.00%), Current Coupon 8.52%, Secured Debt (Maturity - November 3, 2021)	1 month LIBOR	19,504		19,197		19,455
U.S. Telepacific Corp. (8)	Provider of Communications and Managed Services	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 7.80%, Secured Debt (Maturity - May 2, 2023)	3 month LIBOR	$	16,453	$	16,110	$	15,449	Provider of Communications and Managed Services	LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 7.80%, Secured Debt (Maturity - May 2, 2023)	3 month LIBOR	$	16,453	$	16,110	$	15,449
VIP Cinema Holdings, Inc. (8)	Supplier of Luxury Seating to the Cinema Industry	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.53%, Secured Debt (Maturity - March 1, 2023)	1 month LIBOR	9,125		9,090		8,960		Supplier of Luxury Seating to the Cinema Industry	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.53%, Secured Debt (Maturity - March 1, 2023)	1 month LIBOR	9,125		9,090		8,960
Vistar Media, Inc. (11)	Operator of Digital Out-of-Home Advertising Platform	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.74%, Secured Debt (Maturity - February 16, 2022) (8)	3 month LIBOR	3,263		3,046		2,987		Operator of Digital Out-of-Home Advertising Platform	LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 12.74%, Secured Debt (Maturity - February 16, 2022) (8)	3 month LIBOR	3,263		3,046		2,987
		Warrants (70,207 equivalent units, Expiration - February 17, 2027)	—	—		331		790			Warrants (70,207 equivalent units, Expiration - February 17, 2027)	—	—		331		790
						3,377		3,777							3,377		3,777
Volusion, LLC (10) (13)	Provider of Online Software-as-a-Service eCommerce Solutions	11.50% Secured Debt (Maturity - January 24, 2020)	None	8,260		7,843		7,843		Provider of Online Software-as-a-Service eCommerce Solutions	11.50% Secured Debt (Maturity - January 24, 2020)	None	8,260		7,843		7,843
		8.00% Unsecured Convertible Debt (Maturity - November 16, 2023)	None	127		127		127			8.00% Unsecured Convertible Debt (Maturity - November 16, 2023)	None	127		127		127
		Preferred Member Units (2,090,001 units)	—	—		6,000		6,000			Preferred Member Units (2,090,001 units)	—	—		6,000		6,000
		Warrants (784,866.80 equivalent units, Expiration - January 26, 2025)	—	—		1,104		810			Warrants (784,866.80 equivalent units, Expiration - January 26, 2025)	—	—		1,104		810
						15,074		14,780							15,074		14,780
Wireless Vision Holdings, LLC (8) (11)	Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 8.91% (Floor 1.00%), Current Coupon 11.43%, Secured Debt (Maturity - September 29, 2022) (23)	1 month LIBOR	14,198		13,932		13,338		Provider of Wireless Telecommunications Carrier Services	LIBOR Plus 8.91% (Floor 1.00%), Current Coupon 11.43%, Secured Debt (Maturity - September 29, 2022) (23)	1 month LIBOR	14,198		13,932		13,338
YS Garments, LLC (8)	Designer and Provider of Branded Activewear	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.42%, Secured Debt (Maturity - August 9, 2024)	1 month LIBOR	7,453		7,382		7,379		Designer and Provider of Branded Activewear	LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 8.42%, Secured Debt (Maturity - August 9, 2024)	1 month LIBOR	7,453		7,382		7,379
Subtotal Non-Control/Non-Affiliate Investments (5) (81% of total portfolio investments at fair value)	Subtotal Non-Control/Non-Affiliate Investments (5) (81% of total portfolio investments at fair value)					$	932,495	$	901,518	Subtotal Non-Control/Non-Affiliate Investments (5) (81% of total portfolio investments at fair value)					$	932,495	$	901,518

Total Portfolio Investments						$	1,121,688	$	1,106,568						$	1,121,688	$	1,106,568

Short Term Investments (20)
Fidelity Institutional Money Market Funds (21)	—	Prime Money Market Portfolio, Class III Shares	—	—		$	4,450	$	4,450	—	Prime Money Market Portfolio, Class III Shares	—	—		$	4,450	$	4,450
US Bank Money Market Account (21)	—			—		15,574		15,574		—			—		15,574		15,574

Total Short Term Investments						$	20,024	$	20,024						$	20,024	$	20,024

(1) All investments are Middle Market portfolio investments, unless otherwise noted. All of the assets of the Company are encumbered as security for the Company’s credit agreements. See Note 6 — Borrowings.

(2) Debt investments are income producing, unless otherwise noted. Equity investments and warrants are non-income producing, unless otherwise noted.

(3) See Note 3 — Fair Value Hierarchy for Investments for summary geographic location of portfolio companies.

(4) Affiliate investments are defined by the 1940 Act, as investments in which between 5% and 25% of the voting securities are owned, or an investment in an investment company’s investment adviser, and the investments are not classified as Control investments. Fair value as of December 31, 2017 and December 31, 2018 along with transactions during the year ended December 31, 2018 in these affiliated investments were as follows (in thousands):



			Twelve Months Ended December 31, 2018										Twelve Months Ended December 31, 2018
Affiliate Investments	Fair Value at December 31, 2017		Gross Additions (Cost)^*		Gross Reductions (Cost)^**			Net Unrealized Gain (Loss)^***			Fair Value at December 31, 2018		Net Realized Gain (Loss)		Interest Income		Fee Income		Dividend Income

AFG Capital Group, LLC
Member units	$	897	$	1	$	—		$	97		$	995	$	—	$	—	$	—	$	10
Warrants	215		—		—			22			237		—		—		—		—
Brewer Crane Holdings, LLC
Term loan	—		2,489		(142		)	—			2,347		—		298		—		—
Preferred member units	—		1,070		—			—			1,070		—		—		—		29
Chamberlin Holding, LLC
Term loan	—		5,417		(484		)	—			4,933		—		587		2		—
Member units	—		2,861		—			1,874			4,735		—		—		35		354
Member units (Langfield RE, LLC)	—		183		—			—			183		—		—		—		183
Charlotte Russe, Inc.
Term loan	—		6,285		(49		)	(3,146		)	3,090		—		492		—		—
Common stock	—		2,470		—			(2,470		)	—		—		—		—		—
Charps, LLC
Term loan	$	4,500	$	50	$	(1,627	)	$	52		$	2,975	$	—	$	537	$	—	$	—
Term loan	—		402		(402		)	—			—		—		11		2		—
Preferred member units	163		1		—			404			568		—		—		—		62
Clad-Rex Steel, LLC
Term loan	3,320		16		(298		)	(18		)	3,020		—		387		—		—
Member units	2,375		1		(1		)	278			2,653		—		—		—		—
Term loan (Clad-Rex Steel RE Investor, LLC)	293		—		(5		)	—			288		—		29		—		—
Member units (Clad-Rex Steel RE Investor, LLC)	70		—		—			18			88		—		—		—		152
Digital Products Holdings, LLC
Term loan	—		6,617		(297		)	—			6,320		—		620		—		—
Preferred member units	—		2,200		(84		)	—			2,116		—		—		—		38
Direct Marketing Solutions, Inc.
Term loan	—		4,727		(322		)	(1		)	4,404		—		572		3		—
Preferred stock	—		2,100		—			1,625			3,725		—		—		—		—
Freeport Financial Funds
LP interests	8,506		2,597		—			(123		)	10,980		—		—		—		1,038
Gamber-Johnson Holdings, LLC
Term loan	5,850		26		(479		)	(26		)	5,371		—		656		—		104
Member units	5,843		—		—			5,522			11,365		—		—		12		322
Guerdon Modular Holdings, Inc.
Term loan	2,660		516		(37		)	(138		)	3,001		—		412		—		—
Term loan	—		70		(70		)	—			—				2
Common stock	—		—		—			—			—		—		—		—		—
Class B preferred stock	—		—		—			—			—		—		—		—		—
Gulf Publishing Holdings, LLC
Term loan	3,151		13		(33		)	—			3,131		—		415		—		—
Term loan	20		40		(60		)	—			—		—		3		—		—
Member units	1,210		—		(1		)	(179		)	1,030		—		—		—		—
Harris Preston Fund Investments
LP interests (HPEP 3, LP)	943		790		—			—			1,733		—		—		—		—
LP interests (2717 HM, LP)	536		504		—			93			1,133		—		—		—		—
Hawk Ridge Systems, LLC
Term loan	3,574		14		—			(13		)	3,575		—		396		—		—
Preferred member units	950		—		—			865			1,815		—		—		—		102
Preferred member units (HRS Services, ULC)	50		1		—			44			95		—		—		—		—
HW Temps, LLC
Term loan	2,454		14		—			16			2,484		—		366		—		—
Preferred member units	985		1		—			—			986		—		—		35		8
KMC Investor, LLC
Term loan	—		7,005		(210		)	—			6,795		—		144		—		—
Term loan	—		266		(7		)	—			259		—		6		—		—
Term loan	—		1,002		(11		)	—			991		—		16		—		—
Member units	—		248		—			—			248		—		—		—		—
Member units (KMC RE Investor, LLC)	—		3,460		(400		)	—			3,060		—		—		—		—
Market Force Information, Inc.
Term loan	5,732		25		(140		)	—			5,617		—		795		—		—
Term loan	—		170		(120		)	—			50		—		6		—		—
Member units	3,675		—		—			(400		)	3,275		—		—		—		—
M.H. Corbin Holding, LLC
Term loan	3,130		64		(162		)	(98		)	2,934		—		461		—		—
Preferred member units	1,500		—		—			(1,250		)	250		—		—		35		—
Mystic Logistics Holdings, LLC
Term loan	1,916		14		(58		)	5			1,877		—		247		—		—
Common stock	1,705		1		—			(1,654		)	52		—		—		—		—
NexRev, LLC
Term loan	—		4,381		(98		)	39			4,322		—		404		—		—
Preferred member units	—		1,720		—			252			1,972		—		—		3		15
NuStep, LLC
Term loan	5,048		25		—			—			5,073		—		653		—		—
Preferred member units	2,550		1		(1		)	—			2,550		—		—		—		—
	��
SI East, LLC
Term loan	$	—	$	12,311	$	(727	)	$	(2	)	$	11,582	$	—	$	431	$	—	$	—
Preferred member units	—		2,000		—			—			2,000		—		—		3		—
SoftTouch Medical Holdings, LLC
Term loan	1,260		10		(1,260		)	(10		)	—		—		26		—		—
Member units	1,781		—		(870		)	(911		)	—		903		—		11		134
Tedder Acquisition, LLC
Term loan	—		4,106		(123		)	—			3,983		—		174		—		—
Term loan	—		120		(2		)	—			118		—		3		—		—
Preferred member units	—		1,869		—			—			1,869		—		—		—		—
Total Affiliate Investments	$	76,862	$	80,274	$	(8,580	)	$	767		$	149,323	$	903	$	9,149	$	141	$	2,551

* Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

*** Net unrealized gain (loss) does not included unrealized appreciation (depreciation) on unfunded commitments.

(5) Non-Control/Non-Affiliate investments are generally investments that are neither Control investments nor Affiliate investments.

(6) Control investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained. Fair value as of December 31, 2017 and December 31, 2018 along with transactions during the year ended December 31, 2018 in these Control investments were as follows (in thousands):



			Twelve Months Ended December 31, 2018										Twelve Months Ended December 31, 2018
Control Investments	Fair Value at December 31, 2017		Gross Additions (Cost)^**		Gross Reductions (Cost)^***			Net Unrealized Gain (Loss)			Fair Value at December 31, 2018		Net Realized Gain (Loss)		Interest Income		Fee Income		Dividend Income

Copper Trail Energy Fund I, LP
LP interests	$	2,500	$	1,245	$	—		$	723		$	4,468	$	—	$	—	$	13	$	307
CTMH, LP
LP interests	—		872		—			—			872		—		—		—		—
GRT Rubber Technologies, LLC
Term loan	5,715		30		(917		)	(31		)	4,797		—		609		—		—
Member units	10,821		—		—			8,418			19,239		—		—		69		1,347
HMS-ORIX SLF LLC^*
Membership interests	30,643		—		—			(4,292		)	26,351		—		—		—		2,132
Total Control Investments	$	49,679	$	2,147	$	(917	)	$	4,818		$	55,727	$	—	$	609	$	82	$	3,786

* Together with Orix, the Company co-invested through HMS-ORIX, which is organized as a Delaware limited liability company. Pursuant to the terms of the limited liability company agreement and through representation on the HMS-ORIX Board of Managers, the Company and Orix each have 50% voting control of HMS-ORIX and together will agree on all portfolio and investment decisions as well as all other significant actions for HMS-ORIX. Although the Company owns more than 25% of the voting securities of HMS-ORIX, the Company does not have sole control over significant actions of HMS-ORIX for purposes of the 1940 Act or otherwise.

(7) Principal is net of repayments. Cost represents amortized cost which is net of repayments and adjusted for the amortization of premiums and/or accretion of discounts, as applicable.

(8) Index based floating interest rate is subject to contractual minimum interest rates, or floors.

(9) The investment is not a qualifying asset under the 1940 Act. A BDC may not acquire any asset other than qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s total assets. As of December 31, 2018, approximately 12.7% of the Company’s investments were considered non-qualifying.

(10) Investment is classified as a Lower Middle Market investment.

(11) Investment is classified as a Private Loan portfolio investment.

(12) Investment or portion of investment is under contract to purchase and met trade date accounting criteria as of December 31, 2018. Settlement occurred or is scheduled to occur after December 31, 2018. See Note 2 — Basis of Presentation and Summary of Significant Accounting Policies for Summary of Security Transactions.

(13) Investment serviced by Main Street pursuant to servicing arrangements with the Company.

(14) Second lien secured debt investment.

(15) Investment is classified as an Other Portfolio investment.

(16) Income producing through dividends or distributions.

(17) Unsecured debt investment.

(18) Investment is on non-accrual status as of December 31, 2018.

(19) ~~Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.~~[Reserved]

(20) Short term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less.

(21) Effective yield as of December 31, 2018 was approximately 0.03% at US Bank Money Market Account and 2.10% at Fidelity Institutional Money Market Funds.

(22) The 1, 2, 3 and 6 month LIBOR rates were 2.50%, 2.61%, 2.81% and 2.88%, respectively, as of December 31, 2018. The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of December 31, 2018, as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to December 31, 2018. The prime rate was 5.50% as of December 31, 2018.

(24) [Reserved]

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

See notes to the condensed consolidated financial statements.

HMS Income Fund, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1 — Principal Business and Organization

HMS Income Fund, Inc. (collectively with its consolidated subsidiaries, the “Company”) was formed as a Maryland corporation on November 28, 2011 under the General Corporation Law of the State of Maryland. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. The Company has elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company’s primary investment objective is to generate current income through debt and equity investments. A secondary objective of the Company is to generate long-term capital appreciation through equity and equity-related investments including warrants, convertible securities and other rights to acquire equity securities. The Company’s portfolio strategy is to invest primarily in illiquid debt and equity securities issued by lower middle market (“LMM”) companies, which generally have annual revenues between $10 million and $150 million, and debt securities issued by middle market (“Middle Market”) companies that are generally larger in size than the LMM companies, with annual revenues typically between $10 million and $3 billion. The Company’s LMM and Middle Market portfolio investments generally range in size from $1 million to $15 million. The Company categorizes some of its investments in LMM companies and Middle Market companies as private loan (“Private Loan”) portfolio investments. Private Loan investments, often referred to in the debt markets as “club deals,” are investments, generally in debt instruments, that the Company originates on a collaborative basis with other investment funds. Private Loan investments are typically similar in size, structure, terms and conditions to investments the Company holds in its LMM portfolio and Middle Market portfolio. The Company’s portfolio also includes other portfolio (“Other Portfolio”) investments primarily consisting of investments managed by third parties, which differ from the typical profiles for the Company’s other types of investments.

The Company previously registered for sale up to 150,000,000 shares of common stock pursuant to a registration statement on Form N-2 (File No. 333-178548) which was initially declared effective by the Securities and Exchange Commission (the “SEC”) on June 4, 2012 (the “Initial Offering”). The Initial Offering terminated on December 1, 2015. The Company raised approximately $601.2 million under the Initial Offering, including proceeds from the distribution reinvestment plan of approximately $22.0 million. The Company also registered for sale up to $1,500,000,000 worth of shares of common stock (the “Offering”) pursuant to a new registration statement on Form N-2 (File No. 333-204659), as amended and declared effective by the SEC on May 1, 2017. With the approval of the Company’s board of directors, the Company closed the Offering to new investors effective September 30, 2017. Through ~~June~~September 30, 2019, the Company raised approximately ~~$224.0~~$230.2 million in the Offering, including proceeds from the distribution reinvestment plan of approximately ~~$92.2~~$98.5 million.

HMS Funding I LLC (“HMS Funding”) and HMS Equity Holding, LLC (“HMS Equity Holding”) are both wholly owned subsidiaries of the Company that were organized as Delaware limited liability companies. HMS Equity Holding II, Inc. (“HMS Equity Holding II”) is a wholly owned subsidiary of the Company that was organized as a Delaware corporation. HMS California Holdings LP (“HMS California Holdings”) is a wholly owned subsidiary of the Company that was organized as a Delaware limited partnership. HMS California Holdings GP LLC (“HMS California Holdings GP”) is a wholly owned subsidiary of the Company that was organized as a Delaware limited liability company. HMS Funding was created for the Deutsche Bank Credit Facility (as defined below in Note 6 — Borrowings) in order to function as a “Structured Subsidiary,” which is permitted to incur debt outside of the TIAA Credit Facility (as defined below in Note 6 — Borrowings) since it is not a guarantor under the TIAA Credit Facility. Two of the Company’s wholly owned subsidiaries, HMS Equity Holding and HMS Equity Holding II, have elected to be taxable entities and primarily hold equity investments in certain portfolio companies which are “pass through” entities for tax purposes.

The business of the Company is managed by HMS Adviser LP (the “Adviser”), a Texas limited partnership and affiliate of Hines Interests Limited Partnership (“Hines”), under an Investment Advisory and Administrative Services Agreement dated May 31, 2012 (as amended, the “Investment Advisory Agreement”). The Company and the Adviser have retained MSC Adviser I, LLC (the “Sub-Adviser”), a wholly owned subsidiary of Main Street Capital Corporation (“Main Street”), a New York Stock Exchange listed BDC, as the Company’s investment sub-adviser, pursuant to an Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”), to identify, evaluate, negotiate and structure prospective investments, make investment and portfolio management recommendations for approval by the Adviser, monitor the Company’s investment portfolio and provide certain ongoing administrative services to the Adviser. The Adviser and the Sub-Adviser are collectively referred to as the “Advisers,” and each is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Upon the execution of the Sub-Advisory Agreement, Main Street became an affiliate of the Company. The Company’s board of directors most recently reapproved the Investment Advisory Agreement and Sub-Advisory Agreement on May 23, 2019. The Company engaged Hines Securities, Inc. (the “Dealer Manager”), an affiliate of the Adviser, to serve as the Dealer Manager for the Company’s offerings, if any.

Note 2 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company’s wholly owned consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Under Topic 946, Financial Services - Investment Companies, of the Accounting Standards Codification, as amended (the “ASC”), of the Financial Accounting Standards Board (the “FASB”), the Company is precluded from consolidating portfolio company investments, including those in which the Company has a controlling interest, unless the portfolio company is a wholly-owned investment company. An exception to this general principle occurs if the Company owns a controlled operating company whose purpose is to provide services to the Company such as an investment adviser or transfer agent. None of the Company’s investments qualifies for this exception. Therefore, the Company’s portfolio company investments, including those in which the Company has a controlling interest, are carried on the Condensed Consolidated Balance Sheet at fair value, as discussed below, with changes to fair value recognized as “Net Change in Unrealized Appreciation (Depreciation) on Investments” on the Condensed Consolidated Statements of Operations until the investment is realized, usually upon exit, resulting in any gain or loss on exit being recognized as a realized gain or loss. However, in the event that any controlled subsidiary exceeds the tests of significance set forth in Rules 3-09 or 4-08(g) of Regulation S-X, the Company will include required financial information for such subsidiary in the notes or as an attachment to its condensed consolidated financial statements.

The unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for the fair presentation of the Company’s results for the interim periods presented. The results of operations for interim periods are not indicative of results to be expected for the full year.

Amounts as of December 31, 2018 included in the unaudited condensed consolidated financial statements have been derived from the Company’s audited consolidated financial statements as of that date. All intercompany accounts and transactions have been eliminated in consolidation. Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. Therefore, these financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K (as amended) for the year ended December 31, 2018, which was filed with the SEC on March 8, 2019.

Reclassifications

Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation with no effect on our previously reported net income, net asset value or cash flows from operations.

Interest, Fee and Dividend Income

Interest and dividend income are recorded on the accrual basis to the extent amounts are expected to be collected. Prepayment penalties received by the Company are recorded as income upon receipt. Dividend income is recorded when dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. Accrued interest and dividend income are evaluated quarterly for collectability. When a debt security becomes 90 days or more past due and the Company does not expect the debtor to be able to service all of its debt or other obligations, it will generally be placed on non-accrual status and the Company will cease recognizing interest income on that debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due. If there is reasonable doubt that the Company will receive any previously accrued interest, then the interest income will be written off. Additionally, if a debt security has deferred interest payment terms and the Company becomes aware of a deterioration in credit quality, the Company will evaluate the collectability of the deferred interest payment. If it is determined that the deferred interest is unlikely to be collected, the Company will place the security on non-accrual status and cease recognizing interest income on that debt security until the borrower has demonstrated the ability and intent to pay the contractual amounts due. Payments received on non-accrual investments may be recognized as income or applied to principal depending upon the collectability of the remaining principal and interest. If a debt security’s status significantly improves with respect to the debtor’s ability to service the debt or other obligations, or if a debt security is fully impaired, sold or written off, it will be removed from non-accrual status.

Interest income from investments in the “equity” class of security of collateralized loan obligation (“CLO”) funds (typically subordinated notes) is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. The Company monitors the expected cash

inflows from its investment in a CLO, including the expected residual payments, and the effective yield is determined and updated periodically.

As of ~~June~~September 30, 2019, the Company had seven debt investments in four portfolio companies that were on non-accrual status and more than 90 days past due. The debt investments on non-accrual status comprised approximately ~~0.9%~~1.4% of the Company’s total investment portfolio at fair value and ~~1.7%~~2.0% of the total investment portfolio at cost. Each of these portfolio companies experienced a significant decline in credit quality raising doubt regarding the Company’s ability to collect the principal and interest contractually due. Given the credit deterioration of these portfolio companies, the Company ceased accruing interest income on the non-accrual debt investments and wrote off any previously accrued interest deemed uncollectible. As of ~~June~~September 30, 2019, the Company is not aware of any other material changes to the creditworthiness of the borrowers underlying its debt investments.

As of December 31, 2018, the Company had six debt investments in four portfolio companies that were more than 90 days past due, including five debt investments in three portfolio companies which were on non-accrual status. The debt investments on non-accrual status comprised approximately 0.4% of the Company’s total investment portfolio at fair value and 0.6% of the total investment portfolio at cost. Each of these portfolio companies experienced a significant decline in credit quality after the Company acquired its investments, raising doubt regarding the Company’s ability to collect the principal and interest contractually due. Given the credit deterioration, the Company ceased accruing interest income on the non-accrual debt investments and wrote off any previously accrued interest deemed uncollectible.

From time to time, the Company may hold debt instruments in its investment portfolio that contain a payment-in-kind (“PIK”) interest provision. If these borrowers elect to pay or are obligated to pay interest under the optional PIK provision and, if deemed collectible in management’s judgment, then the interest would be computed at the contractual rate specified in the investment’s credit agreement, recorded as interest income and periodically added to the principal balance of the investment. Thus, the actual collection of this interest may be deferred until the time of debt principal repayment. The Company stops accruing PIK interest and writes off any accrued and uncollected interest in arrears when it determines that such PIK interest in arrears is no longer collectible.

As of ~~June~~September 30, 2019 and December 31, 2018, the Company held 3130 and 24 investments, respectively, which contained a PIK provision. As of ~~June~~September 30, 2019, ~~five~~six of the 3130 investments with PIK provisions were on non-accrual status. No PIK interest was recorded on these ~~five~~six non-accrual investments during the three and ~~six~~nine months ended ~~June~~September 30, 2019. As of December 31, 2018, four of the 24 investments with PIK provisions were on non-accrual status. No PIK interest was recorded on these investments during the year ended December 31, 2018. For the three months ended ~~June~~September 30, 2019 and 2018, the Company capitalized approximately ~~$1.2~~$1.0 million and ~~$271,000,~~$494,000, respectively, of PIK interest income. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company capitalized approximately ~~$2.4~~$3.4 million and ~~$483,000,~~$977,000, respectively, of PIK interest income. The Company stops accruing PIK interest and writes off any accrued and uncollected interest in arrears when it determines that such PIK interest in arrears is no longer collectible.

The Company may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. The income from such services is non-recurring. For services that are separately identifiable and evidence exists to substantiate fair value, income is recognized as earned, which is generally when the investment or other applicable transaction closes. For the three months ended ~~June~~September 30, 2019 and 2018, the Company recognized approximately ~~$161,000~~$371,000 and ~~$724,000,~~$781,000, respectively, of non-recurring fee income received from its portfolio companies or other third parties, which accounted for approximately ~~0.6%~~1.3% and ~~2.7%~~2.6%, respectively, of the Company’s total investment income during such period. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company recognized approximately ~~$522,000~~$893,000 and ~~$1.1~~$1.8 million, respectively, of non-recurring fee income received from its portfolio companies or other third parties, which accounted for approximately ~~0.9%~~1.0% and ~~2.1%~~2.3%, respectively, of the Company’s total investment income during such period. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into interest income over the life of the financing.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820),” which is intended to improve fair value

disclosure requirements by removing disclosures that are not cost-beneficial, clarifying disclosures’ specific requirements, and adding relevant disclosure requirements. The amendments take effect for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating

the impact the adoption of this standard will have on its consolidated financial statements and related disclosures.

In August 2018, the SEC adopted rules (the "SEC Release") that require disclosure of changes in net assets within a registrant's Form 10-Q filing on a quarter-to-date and year-to-date basis for both the current year and prior year comparative periods. The

Company adopted the new requirement to present changes in net assets in interim financial statements within Form 10-Q filings beginning January 1, 2019. The compliance date for the SEC Release was for all filings, as applicable, on or after November 5, 2018. The adoption of this rule did not have a material impact on the Company’s condensed consolidated financial statements.

From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards and any that are not yet effective will not have a material impact on its financial statements upon adoption.

Note 3 — Fair Value Hierarchy for Investments

Fair Value Hierarchy

ASC Topic 820, Fair Value Measurement and Disclosures (“ASC 820”), establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Based on the observability of the inputs used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried at fair value are classified and disclosed in one of the following three categories:

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2—Valuations based on inputs other than quoted prices in active markets, which are either directly or indirectly observable for essentially the full term of the investment. Level 2 inputs include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in non-active markets (for example, thinly traded public companies), pricing models whose inputs are observable for substantially the full term of the investment, and pricing models whose inputs are derived principally from or corroborated by, observable market data through correlation or other means for substantially the full term of the investment.

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Such information may be the result of consensus pricing information or broker quotes for which sufficient observable inputs were not available.

As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, gains and losses for such investments categorized within the Level 3 table below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3). The Company conducts reviews of fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain investments.

As of ~~June~~September 30, 2019 and December 31, 2018, the Company’s investment portfolio was comprised of debt securities, equity investments and Other Portfolio investments. The fair value determination for these investments primarily consisted of unobservable (Level 3) inputs.

As of ~~June~~September 30, 2019 and December 31, 2018, all of the Company’s LMM portfolio investments consisted of illiquid securities issued by private companies. The fair value determination for the LMM portfolio investments primarily consisted of unobservable inputs. As a result, all of the Company’s LMM portfolio investments were categorized as Level 3 as of ~~June~~September 30, 2019 and December 31, 2018.

As of ~~June~~September 30, 2019 and December 31, 2018, the Company’s Middle Market portfolio investments consisted primarily of Middle Market investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of (1) observable inputs in non-active markets for which sufficient observable inputs were available to determine the fair value of these investments, (2) observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and (3) unobservable inputs. As a result, all of the Company’s Middle Market portfolio investments were categorized as Level 3 as of ~~June~~September 30, 2019 and December 31, 2018.

As of ~~June~~September 30, 2019 and December 31, 2018, the Company’s Private Loan portfolio investments consisted primarily of debt investments. The fair value determination for Private Loan investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of the Company’s Private Loan portfolio investments were categorized as Level 3 as of ~~June~~September 30, 2019 and December 31, 2018.

As of ~~June~~September 30, 2019 and December 31, 2018, the Company’s Other Portfolio investments consisted primarily of illiquid securities issued by private companies. The Company relies primarily on information provided by managers of private investment funds in valuing these investments and considers whether it is appropriate, in light of all relevant circumstances, to value the Other Portfolio investments at the net asset value (“NAV”) reported by the private investment fund at the time of valuation or to adjust the value to reflect a premium or discount. Additionally, as of September 30, 2019, the Company’s Other Portfolio investments included an investment in subordinated notes of a CLO, which are carried at a fair value determined by taking into account information received from a third-party, independent valuation firm. The fair value determination for ~~these~~the Company’s Other Portfolio investments primarily consisted of unobservable inputs. As a result, all of the Company’s Other Portfolio ~~equity~~ investments were categorized as Level 3 as of ~~June~~September 30, 2019 and December 31, 2018.

The fair value determination of the Level 3 securities required one or more of the following unobservable inputs:

Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;

Current and projected financial condition of the portfolio company;

Current and projected ability of the portfolio company to service its debt obligations;

Type and amount of collateral, if any, underlying the investment;

Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio, and net debt/earnings before interest, tax, depreciation and amortization (“EBITDA”) ratio) applicable to the investment;

Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);

Pending debt or capital restructuring of the portfolio company;

Projected operating results of the portfolio company;

Current information regarding any offers to purchase the investment;

Current ability of the portfolio company to raise any additional financing as needed;

Changes in the economic environment which may have a material impact on the operating results of the portfolio company;

Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;

Qualitative assessment of key management;

Contractual rights, obligations or restrictions associated with the investment;

Third party pricing for securities with limited observability of inputs determining the pricing; and

Other factors deemed relevant.

The following table presents fair value measurements of the Company’s investments, by type of investment, as of ~~June~~September 30, 2019 according to the fair value hierarchy (dollars in thousands):


	Fair Value Measurements								Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
First lien secured debt investments	$	—	$	—	$	815,660	$	815,660	$	—	$	—	$	808,214	$	808,214
Second lien secured debt investments	—		—		74,196		74,196		—		—		61,520		61,520
Unsecured debt investments	—		—		13,222		13,222		—		—		13,498		13,498
Equity investments ⁽¹⁾	—		—		165,170		165,170		—		—		170,250		170,250
Total	$	—	$	—	$	1,068,248	$	1,068,248	$	—	$	—	$	1,053,482	$	1,053,482

(1) Includes the Company’s investments in ~~both HMS-ORIX and~~ CLO subordinated notes. (See Note 4 — Investment in HMS-ORIX SLF LLC)

The following table presents fair value measurements of the Company’s investments, by type of investment, as of December 31, 2018 according to the fair value hierarchy (dollars in thousands):



	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
First lien secured debt investments	$	—	$	—	$	846,427	$	846,427
Second lien secured debt investments	—		—		93,573		93,573
Unsecured debt investments	—		—		11,236		11,236
Equity investments ⁽¹⁾	—		—		155,332		155,332
Total	$	—	$	—	$	1,106,568	$	1,106,568

(1) Includes the Company’s investment in HMS-ORIX. (See Note 4 — Investment in HMS-ORIX SLF LLC)

The following table presents fair value measurements of the Company’s investments, by investment classification, segregated by the level within the fair value hierarchy as of ~~June~~September 30, 2019 (dollars in thousands):


	Fair Value Measurements								Fair Value Measurements
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
LMM portfolio investments	$	—	$	—	$	217,824	$	217,824	$	—	$	—	$	219,635	$	219,635
Private Loan investments	—		—		463,864		463,864		—		—		474,990		474,990
Middle Market investments	—		—		334,269		334,269		—		—		309,646		309,646
Other Portfolio investments ⁽¹⁾	—		—		52,291		52,291		—		—		49,211		49,211
Total	$	—	$	—	$	1,068,248	$	1,068,248	$	—	$	—	$	1,053,482	$	1,053,482

(1) Includes the Company’s investments in ~~both HMS-ORIX and~~ CLO subordinated notes. (See Note 4 — Investment in HMS-ORIX SLF LLC)



	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
LMM portfolio investments	$	—	$	—	$	210,274	$	210,274
Private Loan investments	—		—		408,939		408,939
Middle Market investments	—		—		434,271		434,271
Other Portfolio investments ⁽¹⁾	—		—		53,084		53,084
Total	$	—	$	—	$	1,106,568	$	1,106,568

(1) Includes the Company’s investment in HMS-ORIX. (See Note 4 — Investment in HMS-ORIX SLF LLC)

The significant unobservable inputs used in the fair value measurement of the Company’s LMM, Middle Market and Private Loan debt investments are (i) risk adjusted discount rates used in the yield-to-maturity valuation technique (described in Note 2 — Basis of Presentation and Summary of Significant Accounting Policies — Valuation of Portfolio Investments in the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2018, which was filed with the SEC on March 8, 2019) and (ii) the percentage of expected principal recovery. Increases (decreases) in any of these discount rates in isolation could result in a significantly lower (higher) fair value measurement. Increases (decreases) in any of these expected principal recovery percentages in isolation could result in a significantly higher (lower) fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company’s LMM equity securities and Private Loan equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is not applicable), are (i) EBITDA multiples and (ii) the weighted average cost of capital (“WACC”). Increases (decreases) in EBITDA multiple inputs in isolation could result in a significantly higher (lower) fair value measurement. Conversely, increases (decreases) in WACC inputs in isolation could result in a significantly lower (higher) fair value measurement. However, due to the nature of certain investments, fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the table below.

The following table, which is not intended to be all inclusive, presents the significant unobservable inputs of the Company’s Level 3 investments as of ~~June~~September 30, 2019 (dollars in thousands):


	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range	Weighted Average ⁽²⁾	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range	Weighted Average ⁽²⁾
LMM equity investments	$	87,813	Discounted Cash Flows	WACC	11.6% - 18.1%	13.7%	$	90,414	Discounted Cash Flows	WACC	11.5% - 18.1%	13.8%
			Market Approach/Enterprise Value	EBITDA Multiples ⁽¹⁾	4.5x - 12.0x	6.8x			Market Approach/Enterprise Value	EBITDA Multiples ⁽¹⁾	4.5x - 12.0x	6.9x
LMM debt investments	130,011		Discounted Cash Flows	Expected Principal Recovery	87.5% - 100.0%	99.6%	129,221		Discounted Cash Flows	Expected Principal Recovery	78.0% - 100.0%	99.5%
				Risk Adjusted Discount Factor	8.0% - 21.5%	12.5%				Risk Adjusted Discount Factor	8.0% - 26.5%	12.7%
Private Loan debt investments	355,193		Discounted Cash Flows	Expected Principal Recovery	1.4% - 100.0%	100.0%	374,713		Discounted Cash Flows	Expected Principal Recovery	1.4% - 100.0%	100.0%
				Risk Adjusted Discount Factor	5.6% - 20.4%	8.7%				Risk Adjusted Discount Factor	4.5% - 19.3%	7.8%
	87,645		Market Approach	Third Party Quotes	94.4% - 101.0%	99.3%	77,509		Market Approach	Third Party Quotes	94.0% - 101.3%	98.5%
Private Loan equity investments	21,026		Market Approach/Enterprise Value	EBITDA Multiples ⁽¹⁾	4.9x - 9.5x	7.5x	22,768		Market Approach/Enterprise Value	EBITDA Multiples ⁽¹⁾	4.9x - 9.5x	7.6x
			Discounted Cash Flows	WACC	11.0% - 15.0%	12.4%			Discounted Cash Flows	WACC	10.6% - 15.0%	12.2%
Middle Market debt investments	5,596		Discounted Cash Flows	Expected Principal Recovery	100.0% - 100.0%	100.0%	17,223		Discounted Cash Flows	Expected Principal Recovery	79.7% - 100.0%	87.3%
				Risk Adjusted Discount Factor	11.9% - 35.0%	18.8%				Risk Adjusted Discount Factor	10.9% - 36.5%	23.9%
	324,633		Market Approach	Third Party Quotes	25.0% - 101.5%	93.2%	284,566		Market Approach	Third Party Quotes	30.6% - 100.7%	93.9%
Middle Market equity investments	4,040		Market Approach	Third Party Quotes	$0.0 - $250.0	$103.1	7,857		Market Approach	Third Party Quotes	$0.0 - $200.0	$104.8
			Discounted Cash Flows	WACC	17.4% - 18.0%	17.4%			Discounted Cash Flows	WACC	17.4% - 18.0%	17.4%
			Market Approach/Enterprise Value	EBITDA Multiples⁽¹⁾	3.9x - 5.5x	5.5x			Market Approach/Enterprise Value	EBITDA Multiples⁽¹⁾	3.9x - 5.5x	5.5x
Other Portfolio investments ⁽³⁾	52,291		Market Approach	NAV ⁽¹⁾	86.9% - 132.9%	101.9%	30,160		Market Approach	NAV ⁽¹⁾	83.0% - 143.5%	102.3%
	$	1,068,248					19,051		Discounted Cash Flows	Constant Default Rate	1.0%	1.0%
										Constant Prepayment Rate	20.0%	20.0%
										Reinvestment Spread	3.5%	3.5%
										Reinvestment Price	99.5%	99.5%
										Recovery Rate	70.0%	70.0%
										Yield to Maturity	12.5%	12.5%
							$	1,053,482

(1) May include pro forma adjustments and/or other add-backs based on specific circumstances related to each investment.

(2) Weighted average excludes investments for which the significant unobservable input was not utilized in the fair value determination.

(3) Includes the Company’s ~~investments~~investment in ~~both HMS-ORIX and~~ CLO subordinated notes. (See Note 4 — Investment in HMS-ORIX SLF LLC)

The following table, which is not intended to be all inclusive, presents the significant unobservable inputs of the Company’s Level 3 investments as of December 31, 2018 (dollars in thousands):



	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range	Weighted Average ⁽²⁾
LMM equity investments	$	79,641	Discounted Cash Flows	WACC	11.8% - 17.5%	13.7%
			Market Approach/Enterprise Value	EBITDA Multiples⁽¹⁾	4.3x - 8.5x	6.6x
LMM debt investments	130,633		Discounted Cash Flows	Expected Principal Recovery	97.0% - 100.0%	99.9%
				Risk Adjusted Discount Factor	9.6% - 20.0%	12.5%
Private Loan debt investments	285,733		Discounted Cash Flows	Expected Principal Recovery	1.5% - 100.0%	99.8%
				Risk Adjusted Discount Factor	5.8% - 30.3%	10.2%
	106,301		Market Approach	Third Party Quotes	90.9% - 101.0%	98.6%
Private Loan equity investments	16,905		Market Approach/Enterprise Value	EBITDA Multiples⁽¹⁾	4.9x - 9.5x	6.9x
			Discounted Cash Flows	WACC	11.4% - 14.2%	12.7%
Middle Market debt investments	428,569		Market Approach	Third Party Quotes	56.2% - 100.9%	95.3%
Middle Market equity investments	5,702		Market Approach	Third Party Quotes	$0.68 - $250.0	$98.1
			Discounted Cash Flows	WACC	16.1% - 18.0%	16.1%
			Market Approach/Enterprise Value	EBITDA Multiples⁽¹⁾	3.9x - 5.5x	5.5x
Other Portfolio investments⁽³⁾	53,084		Market Approach	NAV ⁽¹⁾	85.5% - 119.3%	95.3%
	$	1,106,568

(1) May include pro forma adjustments and/or other add-backs based on specific circumstances related to each investment.

(2) Weighted average excludes investments for which the significant unobservable input was not utilized in the fair value determination.

(3) Includes the Company’s investment in HMS-ORIX. (See Note 4 — Investment in HMS-ORIX SLF LLC)

The following table provides a summary of changes in fair value of the Company’s Level 3 portfolio investments for the ~~six~~nine months ended ~~June~~September 30, 2019 (dollars in thousands):


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)			June 30, 2019 Fair Value		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	$	3,748	$	(1,198	)	$	5,300		$	148		$	87,813	$	79,641	$	174	$	5,130	$	(1,198	)	$	6,519		$	148		$	90,414
LMM Debt	130,633		192		11,798		(12,141		)	(481		)	10			130,011		130,633		220		15,709		(16,319		)	(1,032		)	10			129,221
Private Loan Equity	16,905		19		1,849		(2,101		)	3,328			1,026			21,026		16,905		56		2,366		(2,128		)	4,543			1,026			22,768
Private Loan Debt	392,034		1,728		85,495		(44,227		)	10,067			(2,259		)	442,838		392,034		2,543		141,698		(92,457		)	10,628			(2,224		)	452,222
Middle Market Debt	428,569		252		16,657		(99,085		)	(10,901		)	(5,263		)	330,229		428,569		358		29,959		(134,202		)	(6,572		)	(16,323		)	301,789
Middle Market Equity	5,702		—		—		—			(1,662		)	—			4,040		5,702		—		3,679		—			(1,524		)	—			7,857
Other Portfolio ⁽³⁾	53,084		—		28,791		(32,650		)	3,664			(598		)	52,291		53,084		—		30,834		(33,710		)	(363		)	(634		)	49,211
Total	$	1,106,568	$	2,365	$	148,338	$	(191,402	)	$	9,315		$	(6,936	)	$	1,068,248	$	1,106,568	$	3,351	$	229,375	$	(280,014	)	$	12,199		$	(17,997	)	$	1,053,482

(1) Column includes changes to investments due to the net accretion of discounts/premiums and amortization of fees.

(2) Column does not include unrealized appreciation (depreciation) on unfunded commitments.

(3) Includes the Company’s investments in both HMS-ORIX and CLO subordinated notes. (See Note 4 — Investment in HMS-ORIX SLF LLC)

The following table provides a summary of changes in fair value of the Company’s Level 3 portfolio investments for the ~~six~~nine months ended ~~June~~September 30, 2018 (dollars in thousands):


Type of Investment	December 31, 2017 Fair Value		PIK Interest Accrual		New Investments⁽¹⁾		Sales/ Repayments			Net Change in Unrealized Appreciation (Depreciation) ⁽²⁾			Net Realized Gain (Loss)			June 30, 2018 Fair Value		December 31, 2017 Fair Value		PIK Interest Accrual		New Investments⁽¹⁾		Sales/ Repayments			Net Change in Unrealized Appreciation (Depreciation) ⁽²⁾			Net Realized Gain (Loss)			September 30, 2018 Fair Value
LMM Equity	$	47,876	$	—	$	10,528	$	(1,780	)	$	3,400		$	912		$	60,936	$	47,876	$	—	$	14,630	$	(3,106	)	$	10,029		$	1,684		$	71,113
LMM Debt	87,781		18		27,080		(4,754		)	675			(1,060		)	109,740		87,781		18		45,121		(8,936		)	642			(1,140		)	123,486
Private Loan Equity	8,612		—		3,200		(449		)	(1,339		)	350			10,374		8,612		—		4,748		(450		)	(534		)	352			12,728
Private Loan Debt	306,770		208		129,226		(60,933		)	137			69			375,477		306,770		411		216,372		(146,276		)	17			282			377,576
Middle Market Debt	545,217		257		130,754		(185,521		)	8,021			(8,052		)	490,676		545,217		548		180,284		(241,254		)	14,527			(17,117		)	482,205
Middle Market Equity	4,575		—		2,472		—			(876		)	—			6,171		4,575		—		6,633		—			(701		)	—			10,507
Other Portfolio⁽³⁾	48,608		—		2,385		—			(604		)	—			50,389		48,608		—		3,912		—			187			—			52,707
Total	$	1,049,439	$	483	$	305,645	$	(253,437	)	$	9,414		$	(7,781	)	$	1,103,763	$	1,049,439	$	977	$	471,700	$	(400,022	)	$	24,167		$	(15,939	)	$	1,130,322

(1) Column includes changes to investments due to the net accretion of discounts/premiums and amortization of fees.

(2) Column does not include unrealized appreciation (depreciation) on unfunded commitments.

(3) Includes the Company’s investment in HMS-ORIX. (See Note 4 — Investment in HMS-ORIX SLF LLC)

The total net change in unrealized appreciation (depreciation) for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 included in the Condensed Consolidated Statements of Operations that related to Level 3 assets still held as of ~~June~~September 30, 2019 and 2018 was approximately ~~$10.4~~$3.1 million and ~~$(3.5)~~$12.6 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, there were no transfers between Level 2 and Level 3 portfolio investments.

Portfolio Investment Composition

The composition of the Company’s investments as of ~~June~~September 30, 2019, at cost and fair value, was as follows (dollars in thousands):


	Investments at Cost		Cost Percentage of Total Portfolio		Investments at Fair Value		Fair Value Percentage of Total Portfolio		Investments at Cost		Cost Percentage of Total Portfolio		Investments at Fair Value		Fair Value Percentage of Total Portfolio
First lien secured debt investments	$	842,895	78.5	%	$	815,660	76.4	%	$	829,409	78.5	%	$	808,214	76.7	%
Second lien secured debt investments	80,258		7.5		74,196		7.0		69,273		6.6		61,520		5.8
Unsecured debt investments	13,535		1.3		13,222		1.2		13,812		1.3		13,498		1.3
Equity investments ⁽¹⁾	135,657		12.6		163,909		15.3		142,189		13.5		168,616		16.0
Equity warrants	1,591		0.1		1,261		0.1		1,591		0.1		1,634		0.2
Total	$	1,073,936	100.0	%	$	1,068,248	100.0	%	$	1,056,274	100.0	%	$	1,053,482	100.0	%

(1) Includes the Company’s ~~investments~~investment in ~~both HMS-ORIX and~~ CLO subordinated notes. (See Note 4 — Investment in HMS-ORIX SLF LLC)

The composition of the Company’s investments as of December 31, 2018, at cost and fair value, was as follows (dollars in thousands):



	Investments at Cost		Cost Percentage of Total Portfolio		Investments at Fair Value		Fair Value Percentage of Total Portfolio
First lien secured debt investments	$	873,331	77.8	%	$	846,427	76.5	%
Second lien secured debt investments	98,281		8.8		93,573		8.4
Unsecured debt investments	12,038		1.1		11,236		1.0
Equity investments ⁽¹⁾	136,051		12.1		153,313		13.9
Equity warrants	1,987		0.2		2,019		0.2
Total	$	1,121,688	100.0	%	$	1,106,568	100.0	%

(1) Includes the Company’s investment in HMS-ORIX. (See Note 4 — Investment in HMS-ORIX SLF LLC)

The composition of the Company’s investments by geographic region as of ~~June~~September 30, 2019, at cost and fair value, was as follows (dollars in thousands) (since the Other Portfolio investments do not represent a single geographic region, this information excludes Other Portfolio investments):


	Investments at Cost		Cost Percentage of Total Portfolio		Investments at Fair Value		Fair Value Percentage of Total Portfolio		Investments at Cost		Cost Percentage of Total Portfolio		Investments at Fair Value		Fair Value Percentage of Total Portfolio
Northeast	$	163,682	16.0	%	$	157,763	15.5	%	$	140,543	14.0	%	$	135,210	13.4	%
Southeast	192,691		18.9		204,308		20.1		210,331		21.0		219,618		21.9
West	205,937		20.2		199,460		19.6		187,903		18.7		179,981		17.9
Southwest	186,422		18.2		181,043		17.9		195,739		19.5		195,369		19.5
Midwest	237,356		23.2		238,135		23.4		233,784		23.3		239,718		23.9
Non-United States	35,647		3.5		35,248		3.5		34,828		3.5		34,375		3.4
Total	$	1,021,735	100.0	%	$	1,015,957	100.0	%	$	1,003,128	100.0	%	$	1,004,271	100.0	%

The composition of the Company’s investments by geographic region as of December 31, 2018, at cost and fair value, was as follows (dollars in thousands) (since the Other Portfolio investments do not represent a single geographic region, this information excludes Other Portfolio investments):



	Investments at Cost		Cost Percentage of Total Portfolio		Investments at Fair Value		Fair Value Percentage of Total Portfolio
Northeast	$	153,513	14.4	%	$	146,819	13.9	%
Southeast	171,384		16.1		181,182		17.2
West	230,843		21.7		221,012		21.0
Southwest	242,402		22.8		238,221		22.6
Midwest	233,392		21.9		233,067		22.1
Non-United States	33,497		3.1		33,183		3.2
Total	$	1,065,031	100.0	%	$	1,053,484	100.0	%

The composition of the Company’s total investments by industry as of ~~June~~September 30, 2019 and December 31, 2018, at cost and fair value, was as follows (since the Other Portfolio investments do not represent a single industry, this information excludes Other Portfolio investments):


	Cost				Fair Value				Cost				Fair Value
	June 30, 2019		December 31, 2018		June 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
Media	6.6	%	5.5	%	6.8	%	5.5	%
Commercial Services and Supplies	6.5		6.7		6.1		6.3		7.3	%	6.7	%	6.9	%	6.3	%
Oil, Gas, and Consumable Fuels	6.1		4.7		6.2		4.7		6.7		4.7		6.7		4.7
IT Services	5.3		5.8		5.4		5.9
Communications Equipment	5.2		4.1		4.5		3.8
Media									6.0		5.5		6.2		5.5
Machinery	5.0		4.0		6.7		5.3		5.9		4.0		7.5		5.3
Aerospace and Defense	4.9		4.7		5.0		4.6		5.0		4.7		5.0		4.6
Communications Equipment									4.9		4.1		4.3		3.8
IT Services									4.8		5.8		4.8		5.9
Diversified Telecommunication Services	4.4		4.6		4.2		4.4		4.4		4.6		4.2		4.4
Leisure Equipment and Products									4.0		3.4		3.8		3.4
Internet Software and Services									3.8		4.9		3.7		5.0
Health Care Providers and Services									3.6		2.8		3.3		2.8
Construction and Engineering	3.8		4.9		4.1		5.1		3.3		4.9		3.5		5.1
Specialty Retail	3.8		3.1		3.0		2.5		3.2		3.1		3.0		2.5
Internet Software and Services	3.7		4.9		3.7		5.0
Health Care Providers and Services	3.6		2.8		3.5		2.8
Leisure Equipment and Products	3.0		3.4		2.9		3.4
Computers and Peripherals	2.7		2.6		3.5		3.4
Hotels, Restaurants, and Leisure	2.7		3.4		2.7		3.4		2.8		3.4		2.7		3.4
Energy Equipment and Services	2.6		3.4		2.5		3.5		2.8		3.4		2.6		3.5
Computers and Peripherals									2.7		2.6		3.6		3.4
Construction Materials	2.4		2.3		2.7		2.4		2.4		2.3		2.8		2.4
Distributors	2.3		3.2		2.3		3.1		2.4		3.2		2.3		3.1
Diversified Consumer Services	2.3		2.3		1.7		1.8		2.4		2.3		1.6		1.8
Road & Rail	1.8		1.7		2.0		1.7
Transportation Infrastructure									2.3		1.0		2.3		1.0
Food & Staples Retailing	1.7		1.6		1.6		1.6		1.7		1.6		1.7		1.6
Internet and Catalog Retail	1.7		1.7		1.5		1.3		1.7		1.7		1.4		1.3
Software	1.7		1.7		2.0		1.9
Food Products	1.6		2.9		1.5		2.9		1.6		2.9		1.5		2.9
Professional Services	1.6		1.6		1.5		1.6		1.6		1.6		1.5		1.6
Trading Companies and Distributors	1.6		1.5		1.6		1.4		1.6		1.5		1.6		1.4
Wireless Telecommunication Services	1.4		1.4		1.4		1.3		1.4		1.4		1.5		1.3
Containers and Packaging	1.3		1.3		1.3		1.3		1.3		1.3		1.3		1.3
Household Durables	1.3		1.3		1.3		1.3		1.2		1.3		1.1		1.3
Textiles, Apparel & Luxury Goods	1.2		1.1		1.1		1.0		1.2		1.1		1.0		1.0
Transportation Infrastructure	1.0		1.0		1.0		1.0
Other ⁽¹⁾	5.2		4.8		4.7		4.8		6.0		8.2		6.6		8.4
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

(1) Includes various industries with each industry individually less than 1.0% of the total combined LMM, Middle Market and Private Loan portfolio investments.

Note 4 — Investment in HMS-ORIX SLF LLC

On April 4, 2017, the Company and ORIX Funds Corp. (“Orix”) entered into a limited liability company agreement to co-manage HMS-ORIX SLF LLC (“HMS-ORIX”), which invested primarily in broadly-syndicated loans. Pursuant to the terms of the limited liability agreement and through representation on the HMS-ORIX Board of Managers, the Company and Orix each ~~have~~had 50% voting control of HMS-ORIX and together ~~are~~were required to agree on all portfolio and investment decisions as well as all other significant actions for HMS-ORIX. The Company ~~does~~did not have sole control of significant actions of HMS-ORIX and, accordingly, ~~does~~did not consolidate the operations of HMS-ORIX within the consolidated financial statements. The Company and Orix funded an aggregate of $50.0 million of equity to HMS-ORIX, with the Company providing $30.0 million (60% of the equity) and Orix providing $20.0 million (40% of the equity).

(the “CLO Offering”). As of June 30, 2019, HMS-ORIX had total assets of $0.3 million, consisting entirely of residual cash, which will be distributed to the Company and Orix upon final liquidation of HMS-ORIX. As of December 31, 2018, HMS-ORIX had total assets of $162.5 million and HMS-ORIX’s portfolio consisted of 107 broadly-syndicated loans, all of which were secured by first-priority liens, generally in industries similar to those in which the Company may directly invest. As of December 31, 2018, there were no loans in HMS-ORIX’s portfolio that were on non-accrual status.

On November 20, 2018, HMS-ORIX closed on a $170.0 million credit facility with Citibank, N.A. (the “Refinanced HMS-ORIX Credit Facility”). The proceeds from the Refinanced HMS-ORIX Credit Facility were used to pay off the outstanding balance on the $100.0 million credit facility with Bank of America, N.A., which was subsequently terminated. The reinvestment period for the Refinanced HMS-ORIX Credit Facility was scheduled to expire on September 6, 2019, and the maturity date was nine months after expiration of the reinvestment period (unless terminated earlier pursuant to the terms of the Refinanced HMS-ORIX Credit Facility). Borrowings under the Refinanced HMS-ORIX Credit Facility bore interest at a rate equal to the three-month LIBOR plus 1.15%. As of December 31, 2018, $98.8 million of advances were outstanding under the Refinanced HMS-ORIX Credit

Facility. Borrowings under the facility were secured by substantially all of the assets of HMS-ORIX. Proceeds from the HMS-ORIX Holdings Merger were used to pay off the Refinanced HMS-ORIX Credit Facility.

On May 8, 2019, HMS-ORIX Holdings I LLC, a wholly owned subsidiary of HMS-ORIX, which held all of the investments in broadly-syndicated loans held by HMS-ORIX, was merged (the “HMS-ORIX Holdings Merger”) into Mariner CLO 7, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Mariner CLO”). In connection with the HMS-ORIX Holdings Merger, HMS-ORIX made certain distributions to its members. The Company used the cash proceeds it received from the HMS-ORIX Holdings Merger to purchase an aggregate principal amount of approximately $25.9 million of the “Subordinated Notes” due in 2032 issued by Mariner CLO in connection with an offering of $405.9 million aggregate principal amount of notes (the “CLO Offering”). After distribution to its members of residual cash remaining after the HMS-ORIX Holdings Merger, HMS-ORIX was fully liquidated on September 26, 2019. As of December 31, 2018, HMS-ORIX had total assets of $162.5 million and HMS-ORIX’s portfolio consisted of 107 broadly-syndicated loans, all of which were secured by first-priority liens, generally in industries similar to those in which the Company may directly invest. As of December 31, 2018, there were no loans in HMS-ORIX’s portfolio that were on non-accrual status.

The following table presents a summary of HMS-ORIX’s portfolio as of December 31, 2018 (dollars in thousands):



	As of December 31, 2018

Total debt investments ⁽¹⁾	$	165,025
Weighted average effective yield on loans⁽²⁾	5.82		%
Largest loan to a single borrower⁽¹⁾	$	3,461
Total of 10 largest loans to borrowers⁽¹⁾	$	30,430

(1) At principal amount.

(2) Weighted average effective yield is calculated based on the investments at the end of each period and includes accretion of original issue discounts and amortization of premiums, and the amortization of fees received in connection with transactions. Investments, if any, on non-accrual status are assumed to have a zero yield in the calculation of weighted average effective yield.

The following table presents a listing of HMS-ORIX’s individual loan investments as of December 31, 2018:



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

Acrisure, LLC	Insurance	LIBOR (2 months) + 4.25%, Current Coupon 6.77%, Secured Debt (Maturity - November 22, 2023)	$	2,492	$	2,487	$	2,422
Advantage Sales & Marketing Inc.	Commercial Services and Supplies	LIBOR (1 month) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - July 23, 2021)	1,970		1,913		1,752
Air Medical Group Holdings, Inc.	Health Care Providers and Services	LIBOR (1 month) + 3.25%, Current Coupon 5.68%, Secured Debt (Maturity - April 28, 2022)	1,970		1,960		1,847
AlixPartners, LLP	Professional Services	LIBOR (3 months) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - April 4, 2024)	992		992		956
American Seafoods Group LLC	Food Products	LIBOR (1 month) + 2.75%, Current Coupon 5.28%, Secured Debt (Maturity - August 21, 2023)	1,435		1,428		1,382
Ancestry.com Operations Inc.	Internet Software and Services	LIBOR (1 month) + 3.25%, Current Coupon 5.78%, Secured Debt (Maturity - October 19, 2023)	1,293		1,306		1,240
Arch Coal, Inc.	Metals and Mining	LIBOR (1 month) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - March 7, 2024)	1,965		1,972		1,916



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

Asurion, LLC	Insurance	LIBOR (1 month) + 3.00%, Current Coupon 5.52%, Secured Debt (Maturity - November 3, 2023)	$	1,261	$	1,261	$	1,212
		LIBOR (1 month) + 3.00%, Current Coupon 5.52%, Secured Debt (Maturity - November 4, 2024)	323		322		310
			1,584		1,583		1,522
Atkore International, Inc.	Electric Equipment, Instruments and Components	LIBOR (1 month) + 3.00%, Current Coupon 4.97%, Secured Debt (Maturity - December 22, 2023)	2,948		2,967		2,864
Barracuda Networks	Internet Software and Services	LIBOR (1 month) + 3.25%, Current Coupon 5.72%, Secured Debt (Maturity - February 12, 2025)	1,000		974		956
Bass Pro Group, LLC	Specialty Retail	LIBOR (3 months) + 4.25%, Current Coupon 6.55%, Secured Debt (Maturity - September 25, 2024)	1,975		1,929		1,898
Bausch Health Companies Inc.	Health Care Equipment and Supplies	LIBOR (1 month) + 3.00%, Current Coupon 5.38%, Secured Debt (Maturity - June 2, 2025)	1,402		1,408		1,342
BCP Renaissance Parent L.L.C.	Oil, Gas and Consumable Fuels	LIBOR (3 months) + 3.50%, Current Coupon 6.03%, Secured Debt (Maturity - October 31, 2024)	597		599		583
Boxer Parent Company, Inc.	Software	LIBOR (3 months) + 4.25%, Current Coupon 7.05%, Secured Debt (Maturity - October 2, 2025)	2,800		2,772		2,708
Boyd Gaming Corporation	Hotels, Restaurants and Leisure	LIBOR (1 week) + 2.25%, Current Coupon 4.66%, Secured Debt (Maturity - September 15, 2023)	1,250		1,208		1,208
Builders FirstSource, Inc.	Building Products	LIBOR (1 month) + 3.00%, Current Coupon 5.80%, Secured Debt (Maturity - February 29, 2024)	2,947		2,943		2,774
Caesars Resort Collection, LLC	Hotels, Restaurants and Leisure	LIBOR (1 month) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - December 23, 2024)	1,247		1,210		1,201
Calpine Corporation	Independent Power and Renewable Electricity Provider	LIBOR (3 months) + 2.50%, Current Coupon 5.31%, Secured Debt (Maturity - January 15, 2023)	1,970		1,977		1,881
CareerBuilder	Internet Software and Services	LIBOR (3 months) + 6.75%, Current Coupon 9.14%, Secured Debt (Maturity - July 31, 2023)	1,500		1,500		1,493
CDS U.S. Intermediate Holdings, Inc.	Hotels, Restaurants and Leisure	LIBOR (1 month) + 3.75%, Current Coupon 6.27%, Secured Debt (Maturity - July 8, 2022)	973		974		914
CenturyLink, Inc.	Diversified Telecommunication Services	LIBOR (1 month) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - January 31, 2025)	997		943		934
Citgo Petroleum Corporation	Oil, Gas and Consumable Fuels	LIBOR (3 months) + 3.50%, Current Coupon 5.90%, Secured Debt (Maturity - July 29, 2021)	695		689		682
ClubCorp Holdings, Inc.	Real Estate Management and Development	LIBOR (3 months) + 2.75%, Current Coupon 5.55%, Secured Debt (Maturity - September 18, 2024)	1,959		1,949		1,852
CPI International, Inc.	Aerospace and Defense	LIBOR (1 month) + 3.50%, Current Coupon 6.01%, Secured Debt (Maturity - July 26, 2024)	1,975		1,975		1,919
Creative Artists Agency LLC	Entertainment	LIBOR (1 month) + 3.00%, Current Coupon 5.47%, Secured Debt (Maturity - February 15, 2024)	997		983		966
Cyxtera DC Holdings, Inc.	Technology Hardware, Storage and Peripherals	LIBOR (3 months) + 3.00%, Current Coupon 5.38%, Secured Debt (Maturity - May 1, 2024)	2,955		2,966		2,840



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

Deerfield Holdings Corporation	Diversified Financial Services	LIBOR (1 month) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - February 13, 2025)	$	2,978	$	2,974	$	2,827
Diamond Resorts International, Inc.	Hotels, Restaurants and Leisure	LIBOR (1 month) + 3.75%, Current Coupon 6.07%, Secured Debt (Maturity - September 1, 2023)	2,130		2,159		1,992
EFS Cogen Holdings I LLC	Electric Utilities	LIBOR (1 month) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - June 28, 2023)	1,816		1,830		1,781
Eldorado Resorts, Inc.	Hotels, Restaurants and Leisure	LIBOR (1 month) + 2.25%, Current Coupon 4.75%, Secured Debt (Maturity - April 17, 2024)	1,000		968		960
Encapsys LLC	Chemicals	LIBOR (1 month) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - November 7, 2024)	993		994		970
Endo Luxembourg Finance Company I S.a.r.l.	Pharmaceuticals	LIBOR (1 month) + 4.25%, Current Coupon 6.81%, Secured Debt (Maturity - April 29, 2024)	1,970		1,989		1,862
Everi Payments Inc.	Leisure Products	LIBOR (3 months) + 3.00%, Current Coupon 5.52%, Secured Debt (Maturity - May 9, 2024)	1,970		1,963		1,917
Exgen Renewables IV, LLC	Independent Power and Renewable Electricity Provider	LIBOR (3 months) + 3.00%, Current Coupon 5.71%, Secured Debt (Maturity - November 29, 2024)	294		293		281
Financial & Risk US Holdings, Inc.	Software	LIBOR (1 month) + 3.75%, Current Coupon 6.27%, Secured Debt (Maturity - October 1, 2025)	1,425		1,424		1,363
First American Payment Systems, L.P.	Diversified Financial Services	LIBOR (1 month) + 4.75%, Current Coupon 7.29%, Secured Debt (Maturity - January 5, 2024)	889		900		885
Fitness International, LLC	Hotels, Restaurants and Leisure	LIBOR (1 month) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - April 18, 2025)	2,039		2,050		1,963
Flex Acquisition Company Inc	Containers and Packaging	LIBOR (3 months) + 3.00%, Current Coupon 5.35%, Secured Debt (Maturity - December 29, 2023)	1,975		1,985		1,869
Flexera Software LLC	Software	LIBOR (1 month) + 3.25%, Current Coupon 5.78%, Secured Debt (Maturity - February 26, 2025)	1,518		1,514		1,468
Gardner Denver, Inc.	Machinery	LIBOR (1 month) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - July 30, 2024)	2,316		2,309		2,242
Golden Nugget, Inc.	Hotels, Restaurants and Leisure	LIBOR (1 month) + 2.75%, Current Coupon 5.19%, Secured Debt (Maturity - October 4, 2023)	1,875		1,875		1,811
GrafTech Finance Inc.	Metals and Mining	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - February 12, 2025)	1,950		1,931		1,850
Gray Television, Inc.	Broadcast Radio and Television	LIBOR (3 months) + 2.50%, Current Coupon 4.90%, Secured Debt (Maturity - January 2, 2026)	286		281		277
Greatbatch Ltd.	Pharmaceuticals	LIBOR (1 month) + 3.00%, Current Coupon 5.39%, Secured Debt (Maturity - October 27, 2022)	2,000		2,012		1,956
GYP Holdings III Corp.	Trading Companies and Distributors	LIBOR (1 month) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - June 2, 2025)	3,448		3,473		3,261
Harbor Freight Tools USA, Inc.	Specialty Retail	LIBOR (1 month) + 2.50%, Current Coupon 5.02%, Secured Debt (Maturity - August 18, 2023)	1,944		1,951		1,841
HD Supply Waterworks, Ltd.	Trading Companies and Distributors	LIBOR (6 months) + 3.00%, Current Coupon 5.71%, Secured Debt (Maturity - August 1, 2024)	139		138		134



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

Horizon Pharma, Inc.	Pharmaceuticals	LIBOR (1 month) + 3.00%, Current Coupon 5.56%, Secured Debt (Maturity - March 29, 2024)	$	1,925	$	1,944	$	1,841
Hyland Software, Inc.	Software	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - July 1, 2024)	499		485		486
IG Investments Holdings, LLC	Professional Services	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - May 23, 2025)	1,975		1,987		1,929
Infiltrator Water Technologies, LLC	Specialty Retail	LIBOR (3 months) + 3.00%, Current Coupon 5.39%, Secured Debt (Maturity - May 27, 2022)	1,394		1,372		1,354
Invenergy, LLC	Renewable Energy Provider	LIBOR (1 month) + 3.50%, Current Coupon 5.84%, Secured Debt (Maturity - August 28, 2025)	1,946		1,941		1,932
IRB Holding Corp.	Food Products	LIBOR (1 month) + 3.25%, Current Coupon 5.68%, Secured Debt (Maturity - February 5, 2025)	397		397		380
Ivanti Software, Inc.	Software	LIBOR (1 month) + 4.25%, Current Coupon 6.60%, Secured Debt (Maturity - January 22, 2024)	983		989		959
KBR, Inc.	Aerospace and Defense	LIBOR (1 month) + 3.75%, Current Coupon 6.27%, Secured Debt (Maturity - April 25, 2025)	1,992		1,984		1,962
Kingpin Intermediate Holdings LLC	Diversified Consumer Services	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - July 3, 2024)	998		988		971
KUEHG Corp.	Diversified Consumer Services	LIBOR (1 month) + 3.75%, Current Coupon 6.55%, Secured Debt (Maturity - February 21, 2025)	2,457		2,465		2,368
Learfield Communications LLC	Media	LIBOR (1 month) + 3.25%, Current Coupon 5.78%, Secured Debt (Maturity - December 1, 2023)	1,970		1,989		1,923
MA FinanceCo., LLC	Software	LIBOR (1 month) + 2.50%, Current Coupon 5.02%, Secured Debt (Maturity - June 21, 2024)	384		385		358
Mallinckrodt International Finance S.A.	Pharmaceuticals	LIBOR (6 months) + 3.00%, Current Coupon 5.62%, Secured Debt (Maturity - February 24, 2025)	993		991		921
Match Group, Inc.	Media	LIBOR (2 months) + 2.50%, Current Coupon 5.09%, Secured Debt (Maturity - November 16, 2022)	2,000		1,998		1,990
McAfee, LLC	Software	LIBOR (3 months) + 3.75%, Current Coupon 6.10%, Secured Debt (Maturity - September 30, 2024)	948		933		925
McDermott International, Inc.	Construction and Engineering	LIBOR (1 month) + 5.00%, Current Coupon 7.52%, Secured Debt (Maturity - May 12, 2025)	993		973		929
Metro-Goldwyn-Mayer Inc.	Media	LIBOR (1 month) + 2.50%, Current Coupon 5.03%, Secured Debt (Maturity - July 3, 2025)	998		970		964
Michaels Stores, Inc.	Specialty Retail	LIBOR (1 month) + 2.50%, Current Coupon 4.97%, Secured Debt (Maturity - January 30, 2023)	1,000		973		960
Micro Holding Corp. (MH Sub and Internet Brands)	Media	LIBOR (1 month) + 3.75%, Current Coupon 6.25%, Secured Debt (Maturity - September 13, 2024)	1,247		1,217		1,186
Mohegan Tribal Gaming Authority	Hotels, Restaurants and Leisure	LIBOR (1 month) + 4.00%, Current Coupon 6.52%, Secured Debt (Maturity - October 13, 2023)	1,914		1,933		1,719
MPH Acquisition Holdings LLC	Health Care Technology	LIBOR (1 month) + 3.25%, Current Coupon 5.57%, Secured Debt (Maturity - June 7, 2023)	2,664		2,702		2,532



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

NAB Holdings, LLC	IT Services	LIBOR (3 months) + 3.00%, Current Coupon 5.80%, Secured Debt (Maturity - July 1, 2024)	$	1,975	$	1,965	$	1,885
Ortho-Clinical Diagnostics, Inc	Life Sciences Tools and Services	LIBOR (1 month) + 3.25%, Current Coupon 5.76%, Secured Debt (Maturity - June 30, 2025)	1,945		1,940		1,809
Packaging Coordinators Midco Inc	Health Care Facilities and Services	LIBOR (3 months) + 4.00%, Current Coupon 6.81%, Secured Debt (Maturity - June 30, 2023)	997		992		985
Party City Holdings Inc.	Specialty Retail	LIBOR (1 month) + 2.50%, Current Coupon 5.03%, Secured Debt (Maturity - August 19, 2022)	1,245		1,224		1,205
PI UK Holdco II Limited	Diversified Financial Services	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - January 3, 2025)	2,978		2,956		2,893
Prime Security Services, LLC (Protection One)	Commercial Services and Supplies	LIBOR (1 month) + 2.75%, Current Coupon 5.09%, Secured Debt (Maturity - May 2, 2022)	654		638		628
Rackspace Hosting, Inc.	Electric Equipment, Instruments and Components	LIBOR (3 months) + 3.00%, Current Coupon 5.58%, Secured Debt (Maturity - November 3, 2023)	3,251		3,276		2,884
Radiate Holdco, LLC	Diversified Telecommunication Services	LIBOR (1 month) + 3.00%, Current Coupon 5.52%, Secured Debt (Maturity - February 1, 2024)	2,544		2,519		2,408
Red Ventures, LLC	Professional Services	LIBOR (1 month) + 3.00%, Current Coupon 5.52%, Secured Debt (Maturity - November 8, 2024)	1,631		1,619		1,590
Savage Enterprises, LLC	Road and Rail	LIBOR (1 month) + 4.50%, Current Coupon 6.88%, Secured Debt (Maturity - August 1, 2025)	1,097		1,076		1,085
Scientific Games International, Inc.	Leisure Products	LIBOR (2 months) + 2.75%, Current Coupon 5.25%, Secured Debt (Maturity - August 14, 2024)	892		893		840
Seattle SpinCo, Inc.	Software	LIBOR (3 months) + 2.50%, Current Coupon 5.02%, Secured Debt (Maturity - June 21, 2024)	2,593		2,597		2,422
SeaWorld Parks & Entertainment, Inc.	Hotels, Restaurants and Leisure	LIBOR (3 months) + 3.75%, Current Coupon 6.07%, Secured Debt (Maturity - April 1, 2024)	1,965		1,967		1,881
ServiceMaster Global Holdings, Inc.	Home and Office Products	LIBOR (1 month) + 2.50%, Current Coupon 4.84%, Secured Debt (Maturity - November 8, 2023)	2,000		1,993		1,964
Sprint Corporation	Diversified Telecommunication Services	LIBOR (1 month) + 3.00%, Current Coupon 5.38%, Secured Debt (Maturity - February 2, 2024)	500		493		485
SRS Distribution Inc.	Trading Companies and Distributors	LIBOR (3 months) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - May 23, 2025)	1,197		1,194		1,120
SS&C European Holdings S.a.r.l.	Software	LIBOR (1 month) + 2.25%, Current Coupon 4.77%, Secured Debt (Maturity - April 16, 2025)	206		205		195
SS&C Technologies, Inc.	Software	LIBOR (1 month) + 2.25%, Current Coupon 4.77%, Secured Debt (Maturity - April 16, 2025)	543		541		514
Staples, Inc.	Distributors	LIBOR (3 months) + 4.00%, Current Coupon 6.54%, Secured Debt (Maturity - September 12, 2024)	1,980		1,975		1,903
Starfruit US Holdco LLC	Chemicals	LIBOR (1 month) + 3.25%, Current Coupon 5.60%, Secured Debt (Maturity - October 1, 2025)	1,250		1,247		1,204
Telenet Financing USD LLC	Diversified Telecommunication Services	LIBOR (1 month) + 2.25%, Current Coupon 4.71%, Secured Debt (Maturity - August 17, 2026)	1,655		1,653		1,580



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

Transdigm, Inc.	Aerospace and Defense	LIBOR (1 month) + 2.50%, Current Coupon 5.02%, Secured Debt (Maturity - June 9, 2023)	$	1,965	$	1,972	$	1,859
		LIBOR (1 month) + 2.50%, Current Coupon 5.02%, Secured Debt (Maturity - August 22, 2024)	990		988		937
			2,955		2,960		2,796
Travelport Finance (Luxembourg) S.A.R.L.	Internet Software and Services	LIBOR (3 months) + 2.50%, Current Coupon 5.12%, Secured Debt (Maturity - March 17, 2025)	1,237		1,231		1,219
Traverse Midstream Partners LLC	Oil, Gas and Consumable Fuels	LIBOR (3 months) + 4.00%, Current Coupon 6.60%, Secured Debt (Maturity - September 27, 2024)	781		784		752
UFC Holdings, LLC	Media	LIBOR (3 months) + 3.25%, Current Coupon 5.78%, Secured Debt (Maturity - August 18, 2023)	1,965		1,977		1,920
USS Ultimate Holdings, Inc. (United Site)	Consumer Services	LIBOR (1 month) + 3.75%, Current Coupon 6.09%, Secured Debt (Maturity - August 26, 2024)	598		590		590
Utz Quality Foods, LLC	Food Products	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - November 21, 2024)	1,584		1,583		1,539
VeriFone Systems, Inc.	Hardware	LIBOR (1 month) + 4.00%, Current Coupon 6.64%, Secured Debt (Maturity - August 20, 2025)	500		490		485
Vertafore, Inc.	Software	LIBOR (1 month) + 3.25%, Current Coupon 6.05%, Secured Debt (Maturity - July 2, 2025)	2,500		2,488		2,384
Vertiv Group Corporation	Electrical Equipment	LIBOR (3 months) + 4.00%, Current Coupon 6.71%, Secured Debt (Maturity - November 30, 2023)	1,555		1,570		1,420
Vistra Operations Company LLC	Electric Utilities	LIBOR (1 month) + 2.25%, Current Coupon 4.77%, Secured Debt (Maturity - December 14, 2023)	1,965		1,977		1,895
Web.Com Group, Inc.	Internet Software and Services	LIBOR (3 months) + 3.75%, Current Coupon 6.17%, Secured Debt (Maturity - October 10, 2025)	1,000		1,000		965
West Corporation	Diversified Telecommunication Services	LIBOR (3 months) + 3.50%, Current Coupon 6.03%, Secured Debt (Maturity - October 10, 2024)	647		646		593
		LIBOR (3 months) + 4.00%, Current Coupon 6.53%, Secured Debt (Maturity - October 10, 2024)	1,021		1,011		941
			1,668		1,657		1,534
WideOpenWest Finance, LLC	Diversified Telecommunication Services	LIBOR (1 month) + 3.25%, Current Coupon 5.72%, Secured Debt (Maturity - August 18, 2023)	3,461		3,471		3,215
William Morris Endeavor Entertainment, LLC	Recreation Facilities and Services	LIBOR (3 months) + 2.75%, Current Coupon 5.28%, Secured Debt (Maturity - May 16, 2025)	638		608		608
Zekelman Industries, Inc	Manufactured Goods	LIBOR (1 month) + 2.25%, Current Coupon 4.86%, Secured Debt (Maturity - June 14, 2021)	1,000		985		970
Total Loan Portfolio			$	165,025	$	164,570	$	157,923

For the three months ended ~~June~~September 30, 2019 and 2018, the Company recognized approximately $0 and ~~530,000,~~$536,000, respectively, of dividend income in respect of its investment in HMS-ORIX. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company recognized approximately $546,000 and ~~$1.1~~$1.6 million, respectively, of dividend income in respect of its investment in HMS-ORIX.

The following tables show the summarized financial information for HMS-ORIX (dollars in thousands):

									HMS-ORIX SLF LLC	Balance Sheet	(dollars in thousands)

	As of June 30, 2019		As of December 31, 2018		As of September 30, 2019		As of December 31, 2018
Assets
Portfolio investments at fair value (amortized cost: $164,570 as of December 31, 2018)	$	—	$	157,923	$	—	$	157,923
Cash and cash equivalents	320		3,873		—		3,873
Interest receivable	—		197		—		197
Deferred financing costs, net	—		497		—		497
Other assets	—		30		—		30
Total assets	$	320	$	162,520	$	—	$	162,520
Liabilities
Credit facilities payable	$	—	$	98,818	$	—	$	98,818
Payable for securities purchased	—		18,442		—		18,442
Distributions payable	—		902		—		902
Accounts payable and accrued expenses	10		439		—		439
Total liabilities	10		118,601		—		118,601
Net assets
Members’ equity	310		43,919		—		43,919
Total net assets	310		43,919		—		43,919
Total liabilities and net assets	$	320	$	162,520	$	—	$	162,520

																									HMS-ORIX SLF LLC	Statement of Operations	(dollars in thousands)
	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Investment income
Interest income	$	480		$	1,888		$	3,028		$	3,622		$	2		$	1,944		$	3,030		$	5,566
Dividend income	—			—			—			—			—			—			—			—
Fee income	—			—			—			—			—			—			—			—
Other income	—			—			—			—			—			—			—			—
Total investment income	480			1,888			3,028			3,622			2			1,944			3,030			5,566
Expenses
Interest expense	883			921			2,130			1,771			—			988			2,130			2,759
Other expenses	—			2			—			2			—			(1		)	—			1
General and administrative expenses	25			26			36			47			60			20			96			67
Total expenses	908			949			2,166			1,820			60			1,007			2,226			2,827
Net investment income (loss)	(428		)	939			862			1,802			(58		)	937			804			2,739
Net realized loss from investments	(1,513		)	(348		)	(1,514		)	(374		)	—			(18		)	(1,514		)	(392		)
Net realized income (loss)	(1,941		)	591			(652		)	1,428			(58		)	919			(710		)	2,347
Net change in unrealized appreciation (depreciation) on investments	2,008			(939		)	6,647			(998		)	—			1,013			6,647			15
Net increase (decrease) in net assets resulting from operations	$	67		$	(348	)	$	5,995		$	430		$	(58	)	$	1,932		$	5,937		$	2,362

Note 5 — Unconsolidated Significant Subsidiaries

In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, the Company must determine which of its unconsolidated controlled portfolio companies, if any, are considered "significant subsidiaries." After performing this analysis, the Company determined that GRT Rubber Technologies, LLC (“GRT”) was a significant subsidiary for the three months ended ~~June~~September 30, 2019 and for the year ended December 31, 2018, under at least one of the significance conditions of Rule 4-08(g) of Regulation S-X. The

Company had no “significant subsidiaries” under Rule 3-09 for the three months ended ~~June~~September 30, 2019 and 2018 or for the year ended December 31, 2018, and under Rule 4-08(g) of Regulation S-X for the three months ended ~~June~~September 30, 2018.

The following tables show the summarized financial information for GRT (dollars in thousands):


	As of				As of
	June 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018
Balance Sheet Data
Current assets	$	11,206	$	8,399	$	10,958	$	8,399
Noncurrent assets	22,447		24,242
Non current assets					21,644		24,242
Current liabilities	4,228		2,870		3,920		2,870
Non Current liabilities	19,787		14,445
Non current liabilities					22,412		14,445


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018		2019		2018		2019		2018
Summary of Operations
Total revenue	$	10,422	$	10,340	$	20,640	$	19,598	$	10,892	$	10,021	$	31,532	$	29,619
Gross profit	3,062		2,633		6,224		4,990		2,637		2,595		8,862		7,585
Income from operations	1,934		1,496		3,896		2,628		1,513		1,476		5,409		4,104
Net income	1,156		960		2,398		1,380		657		964		3,055		2,345

Note 6 — Borrowings

A BDC has historically been able to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that its asset coverage, as defined in the 1940 Act, equals at least 200% after such incurrence or issuance. In March 2018, the Small Business Credit Availability Act (the “SBCAA”) was enacted into law. The SBCAA, among other things, amended the 1940 Act to reduce the asset coverage requirement applicable to BDCs from 200% to 150% so long as the

BDC meets certain disclosure requirements, obtains certain approvals and, in the case of unlisted BDCs, makes an offer to repurchase shares held by its stockholders as of the date of the requisite approval. Effectiveness of the reduced asset coverage requirements to a BDC requires approval by either (1) a “required majority” (as defined in Section 57(o) of the 1940 Act) of such BDC’s board of directors with effectiveness one year after the date of such approval or (2) a majority of the votes cast at a special or annual meeting of such BDC’s stockholders at which a quorum is present, which is effective the day after such stockholder approval. The Company has not requested or obtained any such approval and, as a result, remains subject to the 200% asset coverage requirement.

On March 6, 2017, the Company entered into an amended and restated senior secured revolving credit agreement (the “TIAA Credit Facility”) with TIAA, FSB (formerly known as EverBank Commercial Finance, Inc. prior to June 18, 2018) (“TIAA Bank”), as administrative agent, and with TIAA Bank and other financial institutions as lender. The TIAA Credit Facility, as amended, features aggregate revolver commitments of $120.0 million and will mature March 6, 2020, with two one-year extension options, subject to lender approval. Borrowings under the TIAA Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) the adjusted LIBOR ~~rate~~ plus 2.75% or (ii) the base rate plus 1.75%. The base rate is defined as the higher of (a) the prime rate, (b) the Federal Funds Rate (as defined in the credit agreement) plus 0.5% or (c) the adjusted LIBOR ~~rate~~ plus 1.0%. The adjusted LIBOR ~~rate~~ is defined in the credit agreement for the TIAA Credit Facility as the one-month LIBOR ~~rate~~ plus an adjustment for statutory reserve requirements for Eurocurrency liabilities as described in the credit agreement. As of ~~June~~September 30, 2019, the one-month LIBOR ~~rate~~ was ~~2.40%~~2.02%. Additionally, the Company pays an annual unused commitment fee of 0.30% on the unused revolver commitments if more than 50% of the revolver commitments are being used and an annual unused commitment fee of 0.625% on the unused revolver commitments if less than 50% of the revolver commitments are being used. As of ~~June~~September 30, 2019, the Company was not aware of any instances of noncompliance with covenants related to the TIAA Credit Facility.

On May 18, 2015, HMS Funding entered into an amended and restated credit agreement ~~(the~~(as amended, the “Deutsche Bank Credit Facility”) among HMS Funding, as borrower, the Company, as equityholder and as servicer, Deutsche Bank AG, New York Branch (“Deutsche Bank”), as administrative agent, the financial institutions party thereto as lenders (together with Deutsche Bank, the “HMS Funding Lenders”), and U.S. Bank National Association, as collateral agent and collateral custodian. As of ~~June~~September 30, 2019, the Deutsche Bank Credit Facility, as amended, provided a borrowing capacity of $450.0 million, with an accordion provision allowing increases in aggregate commitments, not to exceed $550.0 million, with lender consent. Under the Deutsche Bank Credit Facility, interest

is calculated as the sum of the index plus the applicable margin of 2.35%. The index will be equal to one-month LIBOR, or, in the event that LIBOR is not reasonably available, the higher of Deutsche Bank’s base commercial lending rate and the interest rate equal to 0.5% above the federal funds rate. As of ~~June~~September 30, 2019, the one-month LIBOR was ~~2.40%~~2.02%. The Deutsche Bank Credit Facility provides for a revolving period until November 20, 2020, unless otherwise extended with the consent of the HMS Funding Lenders. The amortization period begins the day after the last day of the revolving period and ends on November 20, 2022, the maturity date. During the amortization period, the applicable margin will increase by 0.25%. During the revolving period, HMS Funding will pay a utilization fee equal to 2.50% of the undrawn amount of the required utilization, which is 75% of the loan commitment amount. HMS Funding will incur an undrawn fee equal to 0.40% per annum of the difference between the aggregate commitments and the outstanding advances under the facility, provided that the undrawn fee relating to any utilization shortfall will not be payable to the extent that the utilization fee relating to such utilization shortfall is incurred. Additionally, under the terms of a fee letter executed on November 20, 2017, HMS Funding pays Deutsche Bank an administrative agent fee of 0.25% per annum of the aggregate revolver commitments. As of ~~June~~September 30, 2019, the Company was not aware of any instances of noncompliance with covenants related to the Deutsche Bank Credit Facility.

As of ~~June~~September 30, 2019, the Company had borrowings of $120.0 million outstanding on the TIAA Credit Facility and had borrowings of $338.0 million outstanding on the Deutsche Bank Credit Facility, both of which the Company estimated approximated fair value.

A summary of the Company’s significant contractual payment obligations for the repayment of outstanding borrowings at ~~June~~September 30, 2019 is as follows:



	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⁾	$	120,000	$	120,000	$	—	$	—	$	—
Deutsche Bank Credit Facility ⁽²⁾	338,000		—		—		338,000		—
Total Credit Facilities	$	458,000	$	120,000	$	—	$	338,000	$	—


(1)	At ~~June~~September 30, 2019, the Company had no availability under the TIAA Credit Facility.


(2)	At ~~June~~September 30, 2019, $112.0 million remained available under the Deutsche Bank Credit Facility; however, the Company’s borrowing ability is limited to the asset coverage restrictions imposed by the 1940 Act, as discussed above.

Note 7 – Financial Highlights

The following is a schedule of financial highlights of the Company for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018.


Per Share Data:	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018			Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018
NAV at beginning of period	$	7.96		$	8.15		$	7.96		$	8.15
Results from Operations
Net investment income ^{(1) (2)}	0.35			0.33			0.53			0.55
Net realized loss on investments ^{(1) (2)}	(0.09		)	(0.10		)	(0.23		)	(0.20		)
Net change in unrealized appreciation on investments^{(1) (2)}	0.13			0.12			0.16			0.30
Net increase in net assets resulting from operations	0.39			0.35			0.46			0.65
Stockholder distributions^{(1) (3)}
Distributions from net investment income ^{(1) (2)}	(0.35		)	(0.35		)	(0.52		)	(0.52		)
Distributions from realized appreciation ^{(1) (2)}	—			—			—			—
Net decrease in net assets resulting from stockholder distributions	(0.35		)	(0.35		)	(0.52		)	(0.52		)
Capital share transactions
Issuance of common stock above NAV, net of offering costs ⁽¹⁾	—			—			—			—
Net increase in net assets resulting from capital share transactions	—			—			—			—
NAV at end of the period	$	8.00		$	8.15		$	7.90		$	8.28
Shares of common stock outstanding at end of period	78,530,056			78,788,407			78,498,726			78,616,770
Weighted average shares of common stock outstanding	78,806,540			79,586,935			78,807,179			79,383,151


(1)	Based on weighted average number of shares of common stock outstanding for the period.


(2)	Changes in net investment income and realized and unrealized appreciation (depreciation) on investments can change significantly from period to period.


(3)	The stockholder distributions represent the stockholder distributions declared for the period.


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018			Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018
	(dollars in thousands)						(dollars in thousands)
Net assets at end of period	$	628,374		$	642,169		$	620,102		$	650,735
Average net assets	$	628,044		$	645,675		$	626,059		$	646,940
Average Credit Facilities borrowings	$	489,000		$	464,000		$	481,250		$	475,500

Ratios to average net assets:
Ratio of total expenses to average net assets⁽¹⁾	4.78		%	3.80		%	7.02		%	5.81		%
Ratio of net investment income to average net assets ⁽¹⁾	4.42		%	4.10		%	6.66		%	6.73		%
Portfolio turnover ratio	17.48		%	23.61		%	25.82		%	36.77		%
Total return⁽²⁾	4.90		%	4.29		%	5.78		%	7.98		%

(1)

Ratio of total expenses to average net assets is calculated net of any waiver of advisory fees or reimbursement of internal administrative services expenses. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Advisers earned, but did not waive, a subordinated incentive fee on income of $3.9 million, while the Advisers earned, but waived in full, a subordinated incentive fee on income of $2.5 million for the nine months ended September 30, 2018. For the nine months ended September 30, 2019 and 2018, the Advisers ~~did not waive base management fees or subordinated incentive fees but~~also waived reimbursement of internal administrative services expenses of approximately ~~$1.5~~$2.2 million and ~~$1.4~~$2.0 million, respectively. ~~The ratio is calculated by reducing the expenses to reflect the waiver of reimbursement of internal administrative services expenses in both periods presented.~~ Excluding interest expense, the ratio of total expenses to average net assets for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 was ~~2.59%~~3.83% and ~~2.06%~~3.05%, respectively. See Note 11 — Related Party Transactions and Arrangements for further discussion of fee waivers provided by the Advisers.


(2)	Total return is calculated as the change in NAV per share and stockholder distributions declared per share over the reporting period, divided by the NAV per share at the beginning of the period. The total return does not reflect the sales load from the sale of the Company’s common stock.

Note 8 – Stockholder Distributions

The following table reflects the cash distributions per share that the Company declared on its common stock during the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 (dollars in thousands except per share amounts).


	Distributions				Distributions
	Per Share		Amount		Per Share		Amount
2019
Three months ended September 30, 2019					$	0.17	$	13,900
Three months ended June 30, 2019	$	0.18	$	13,754	$	0.18	$	13,754
Three months ended March 31, 2019	$	0.17	$	13,606	$	0.17	$	13,606
2018
Three months ended September 30, 2018					$	0.17	$	13,938
Three months ended June 30, 2018	$	0.18	$	13,855	$	0.18	$	13,855
Three months ended March 31, 2018	$	0.17	$	13,803	$	0.17	$	13,803

On ~~June 26,~~September 9, 2019, with the authorization of the Company’s board of directors, the Company declared distributions to its stockholders for the period of ~~July~~October 2019 through ~~September~~December 2019. These distributions have been, or will be, calculated based on stockholders of record each day from ~~July~~October 1, 2019 through ~~September 30,~~December 31, 2019 in an amount equal to $0.00191781 per share, per day. Distributions are paid on the first business day following the completion of each month to which they relate.

The Company has adopted an “opt in” distribution reinvestment plan for its stockholders. As a result, if the Company makes a distribution, its stockholders will receive distributions in cash unless they specifically “opt in” to the distribution reinvestment plan so as to have their cash distributions reinvested in additional shares of the Company’s common stock.

The following table reflects the sources of the cash distributions that the Company declared and, in some instances, paid on its common stock during the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018.


	Six Months Ended June 30, 2019				Six Months Ended June 30, 2018				Nine Months Ended September 30, 2019				Nine Months Ended September 30, 2018
	(dollars in thousands)								(dollars in thousands)
Source of Distribution	Distribution Amount		Percentage		Distribution Amount		Percentage		Distribution Amount		Percentage		Distribution Amount		Percentage
Net realized income from operations (before waiver of incentive fees)	$	20,854	76.2	%	$	18,681	67.5	%	$	23,689	57.4	%	$	25,069	60.3	%
Waiver of incentive fees									—		—		2,535		6.1
Distributions in excess of net realized income from operations ⁽¹⁾	6,506		23.8		8,977		32.5		17,571		42.6		13,992		33.6
Total	$	27,360	100.0	%	$	27,658	100.0	%	$	41,260	100.0	%	$	41,596	100.0	%


(1)	Includes adjustments made to GAAP-basis net investment income to arrive at taxable income available for distributions. See Note 9 — Taxable Income for the sources of the Company’s cash distributions on a tax basis.

The Company may fund its cash distributions from all sources of funds legally available, including stock offering proceeds, if any, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in

portfolio companies, and fee waivers from its Advisers. The Company has not established limits on the amount of funds that the Company may use from legally available sources to make distributions. The Company expects that for the foreseeable future, a portion of the distributions may be paid from sources other than net realized income from operations, which may include stock offering proceeds, if any, borrowings, and fee waivers from the Advisers. See Note 11 — Related Party Transactions and Arrangements — Advisory Agreements and Conditional Fee Waiver and Expense Reimbursement Waivers.

The Company’s distributions may exceed its earnings and, as a result, a portion of the distributions it makes may represent a return of capital for U.S. federal income tax purposes. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Company’s board of directors.

Note 9 – Taxable Income

The Company has elected to be treated for U.S. federal income tax purposes as a RIC. As a RIC, the Company generally will not incur corporate-level U.S. federal income taxes on net ordinary income or capital gains that the Company timely distributes each taxable year as dividends to its stockholders. To qualify as a RIC in any taxable year, the Company must, among other things, satisfy certain source-of-income and asset diversification requirements. In addition, the Company must distribute an amount in

each taxable year generally at least equal to 90% of its investment company taxable income, determined without regard to any deduction for dividends paid, in order to maintain its ability to be subject to taxation as a RIC. As a part of maintaining its RIC status, undistributed taxable income (subject to a 4% nondeductible, U.S. federal excise tax) pertaining to a given taxable year may be distributed up to 12 months subsequent to the end of that taxable year, provided such distributions are declared prior to the later of eight-and-one-half months after the close of the taxable year in which such taxable income was generated or the extended due date for the timely filing of the tax return related to the tax year in which such taxable income was generated and paid to the shareholders in the 12-month period following the close of such taxable year and not later than the date of the first dividend payment of the same type of dividend made after such declaration. For the taxable year ended December 31, 2017, the Company distributed $14.9 million, or $0.187394 per share, of its taxable income in 2018, prior to the filing of its U.S. federal income tax return for its 2017 taxable year. As a result, the Company was subject to a 4% nondeductible, U.S. federal excise tax liability of approximately $542,000. For the taxable year ended December 31, 2018, the Company distributed $20.5 million, or $0.260865 per share, of its taxable income in 2019, prior to filing of its U.S. federal income tax return for its 2018 taxable year. As a result, the Company was subject to a 4% nondeductible, U.S. federal excise tax liability of approximately ~~$766,000.~~$765,000.

The Company accounts for income taxes in conformity with ASC Topic 740 - Income Taxes, which provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the Company’s financial statements is the largest benefit or expense that has a greater than 50% likelihood of being realized upon its ultimate settlement with the relevant tax authority. Positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits, if any, in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions, and has concluded that there were no material uncertain income tax positions through ~~June~~September 30, 2019. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. Tax returns for the 2015 through ~~2017~~2018 taxable years remain subject to examination by U.S. federal and most state tax authorities.

Two of the Company’s wholly owned subsidiaries, HMS Equity Holding and HMS Equity Holding II, have elected to be taxable entities for U.S. tax purposes. HMS Equity Holding and HMS Equity Holding II primarily hold equity investments in portfolio companies which are treated as “pass through” entities for U.S. tax purposes. HMS Equity Holding and HMS Equity Holding II are consolidated for financial reporting purposes, and the portfolio investments held by each entity are included in the condensed consolidated financial statements as portfolio investments recorded at fair value. HMS Equity Holding and HMS Equity Holding II are not consolidated with the Company for U.S. federal income tax purposes and may generate income tax expense, or benefit, and the related tax assets and liabilities, as a result of its ownership of certain portfolio investments. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in the Company’s condensed consolidated financial statements.

Listed below is a reconciliation of “Net increase (decrease) in net assets resulting from operations” to taxable income and to total distributions declared to common stockholders for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 (dollars in thousands).


	Six Months Ended June 30, 2019			Six Months Ended June 30, 2018			Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018

Net increase (decrease) in net assets resulting from operations	$	30,596		$	27,779		$	36,359		$	51,559
Net change in unrealized (appreciation) depreciation	(9,742		)	(9,098		)	(12,670		)	(23,955		)
Income tax provision	159			197			241			(29		)
Pre-tax book loss not consolidated for tax purposes	2,818			8,238			10,799			16,018
Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates	(739		)	(92		)	273			(45		)
Estimated taxable income⁽¹⁾	23,092			27,024			35,002			43,548

Taxable income earned in prior year and carried forward for distribution in current year	20,574			15,005			20,574			15,005

Taxable income earned prior to period end and carried forward for distribution next period	(20,827		)	(18,907		)	(18,837		)	(21,484		)
Dividend accrued as of period end and paid-in the following period	4,521			4,536			4,521			4,527
Taxable income earned to be carried forward	$	(16,306	)	$	(14,371	)	$	(14,316	)	$	(16,957	)

Total distributions accrued or paid to common stockholders	$	27,360		$	27,658		$	41,260		$	41,596


(1)	The Company’s taxable income for each period is an estimate and will not be finally determined until the Company files its tax return for each year. Therefore, the final taxable income, and the taxable income earned in each period and carried forward for distribution in the following period, may be different than this estimate.

The income tax expense, or benefit, and the related tax assets and liabilities generated by HMS Equity Holding and HMS Equity Holding II, if any, are reflected in the Company’s Condensed Consolidated Financial Statements. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company recognized a net income tax (benefit) provision of ~~$159,000~~$241,000 and ~~$197,000,~~$(29,000), respectively, related to deferred taxes (benefit) of $0.5 million and ~~$3.9~~$1.6 million, respectively, and other taxes (benefit) of ~~$159,000~~$241,000 and ~~$197,000,~~$(29,000), respectively, offset by a valuation allowance of $(0.5) million and ~~$(3.9)~~$(1.6) million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the other taxes (benefit) included ~~$159,000~~$241,000 and ~~$197,000,~~$(29,000), respectively, related to accruals for state and other taxes.

As of ~~June~~September 30, 2019, the cost basis of the Company’s portfolio investments for tax purposes was $1.0 billion, with such investments having an estimated net unrealized depreciation of ~~$5.7~~$2.8 million, composed of gross unrealized appreciation of ~~$48.2~~$52.2 million and gross unrealized depreciation of ~~$53.9~~$55.0 million. As of December 31, 2018, the cost basis of investments for tax purposes was $1.1 billion, with such investments having an estimated net unrealized depreciation of $15.1 million, composed of gross unrealized appreciation of $37.5 million and gross unrealized depreciation of $52.6 million.

The net deferred tax assets at both ~~June~~September 30, 2019 and December 31, 2018 was $0, primarily related to loss carryforwards, timing differences in net unrealized depreciation of portfolio investments, and basis differences of portfolio investments held by HMS Equity Holding and HMS Equity Holding II offset by a valuation allowance. Based on HMS Equity Holding’s and HMS Equity Holding II’s short operating history, management believes it is more likely than not that there will be inadequate profits in HMS Equity Holding and HMS Equity Holding II against which the deferred tax assets can be offset. Accordingly, the Company recorded a full valuation allowance against such deferred tax assets.

The following table sets forth the significant components of net deferred tax assets and liabilities as of ~~June~~September 30, 2019 and December 31, 2018 (amounts in thousands):


	June 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Deferred tax assets:
Net operating loss carryforwards	$	1,380		$	1,861		$	1,044		$	1,861
Foreign tax credit carryforwards	10			10			10			10
Capital loss carryforwards	12,482			10,696			15,179			10,696
Net basis differences in portfolio investments	—			—			—			—
Net unrealized depreciation of portfolio investments	—			—			—			—
Total deferred tax assets	13,872			12,567			16,233			12,567
Deferred tax liabilities:
Net basis differences in portfolio investments	(2,140		)	(1,540		)	(2,535		)	(1,540		)
Net unrealized appreciation of portfolio investments	(3,846		)	(3,693		)	(5,826		)	(3,693		)
Other	—			—			—			—
Total deferred tax liabilities	(5,986		)	(5,233		)	(8,361		)	(5,233		)
Valuation allowance	(7,886		)	(7,334		)	(7,872		)	(7,334		)
Total net deferred tax assets (liabilities)	$	—		$	—		$	—		$	—

For federal income tax purposes, the net operating loss carryforwards generated prior to December 31, 2017 expire in various taxable years from 2034 through 2037. U~~nder the TCJA, any~~Any net operating losses generated in 2018 and future periods will have an indefinite carryforward. The net capital loss carryforwards of the Company expire in taxable years 2020 ~~and 2023.~~through 2024. The timing and manner in which HMS Equity Holding and HMS Equity Holding II will utilize any net loss carryforwards in such taxable years, or in total, may be limited in the future under the provisions of the Code.

For the years ending December 31, 2018, 2017 and 2016, respectively, the tax characteristics of distributions paid to shareholders were as follows (amounts in thousands):



	Year Ended December 31,
Tax Characteristics of Distributions	2018				2017				2016

Ordinary income	$	50,274	90.56	%	$	52,473	96.43	%	$	44,848	93.90	%
Capital gain distributions	5,238		9.44		1,941		3.57		2,913		6.10
Total distributions	$	55,512	100.00	%	$	54,414	100.00	%	$	47,761	100.00	%

The determination of the tax attributes of the Company’s distributions is made annually at the end of the Company’s taxable year based upon the Company’s taxable income for the full taxable year and distributions paid for the full taxable year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. If the Company had determined the tax attributes of its distributions taxable year-to-date as of ~~June~~September 30, 2019, 100% would be from its current and accumulated earnings and profits. However, there can be no certainty to stockholders that this determination is representative of what the actual tax attributes of the Company’s anticipated fiscal and taxable years ending December 31, 2019 distributions to stockholders will be. The actual tax characteristics of distributions to stockholders will be reported to the Internal Revenue Service and stockholders subject to information reporting shortly after the close of each calendar year on Form 1099-DIV.

Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal tax regulations, which may differ from amounts determined in accordance with GAAP and those differences could be material. These book-to-tax differences are either temporary or permanent in nature. Reclassifications due to permanent book-to-tax differences, such as the non-deductible excise tax, have no impact on net assets.

Note 10 – Supplemental Cash Flow Disclosures

Listed below are the supplemental cash flow disclosures for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 (dollars in thousands):


Supplemental Disclosure of Cash Flow Information	Six Months Ended June 30, 2019		Six Months Ended June 30, 2018		Nine Months Ended September 30, 2019		Nine Months Ended September 30, 2018
Cash paid for interest	$	13,073	$	10,502	$	18,999	$	16,764
Cash paid for income taxes	1,199		601		1,221		690

Supplemental Disclosure of Non-Cash Flow Information
Stockholder distributions declared and unpaid	4,521		4,536		4,521		4,527
Stockholder distributions reinvested	12,735		13,819		18,982		20,550
Unpaid deferred financing costs	6		—		8		6

Note 11 — Related Party Transactions and Arrangements

Advisory Agreements and Conditional Fee and Expense Reimbursement Waivers

The Company and the Advisers entered into conditional income incentive fee waiver agreements (the “2016-2018 Conditional Income Incentive Fee Waiver Agreements”), most recently on March 4, 2019, pursuant to which, for a period from January 1,

2016 through December 31, 2018, the Advisers would waive payments in respect of the “subordinated incentive fee on income,” as such term is defined in the Investment Advisory Agreement, upon the occurrence of any event that, in the Advisers’ sole discretion, causes such waiver to be deemed necessary. The 2016-2018 Conditional Income Incentive Fee Waiver Agreements may require the Company to repay base management fees or incentive fees previously waived by the Advisers under certain circumstances and to the extent eligible for repayment.

Previously waived fees are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of each respective fee waiver. Thus, in any quarter where a surplus exists and the conditions described below are satisfied, the surplus will be available, subject to approval of the Company’s board of directors, to reimburse waived fees. Reimbursement of previously waived fees will only be permitted if the operating expense ratio is equal to or less than the operating expense ratio at the time the corresponding fees were waived and if the annualized rate of regular cash distributions to stockholders is equal to or greater than the annualized rate of the regular cash distributions at the time the corresponding fees were waived.

For the three months ended ~~June~~September 30, 2019 and 2018, the Company incurred base management fees of approximately ~~$5.6~~$5.5 million and ~~$5.7~~$5.9 million, respectively, and subordinated incentive fees on income of ~~$1.3~~$1.2 million and ~~$0,~~$2.5 million, respectively. For each of the three months ended ~~June~~September 30, 2019 and 2018, the Company did not incur any capital gains incentive fees. For each of the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company incurred base management fees of approximately ~~$11.4~~$16.9 million and $17.3 million, respectively, and subordinated incentive fees on income of ~~$2.7~~$3.9 million and ~~$0.0~~$2.5 million, respectively. For each of the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company did not incur any capital gains incentive fees.

For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company did not record an accrual for any previously waived fees. Any future reimbursement of previously waived fees to the Advisers will not be accrued until the reimbursement of the waived fees becomes probable and estimable, which will be upon approval of the Company’s board of directors. To date, none of the previously waived fees has been approved by the Company’s board of directors for reimbursement.

The table below presents the fees waived by the Advisers and the timing of potential reimbursement of waived fees (dollars in thousands). Previously waived fees will only be reimbursed with the approval of the Company’s board of directors and if the “Operating Expense Ratio” (as described in footnote 3 to the table below) is equal to or less than the Company’s operating expense ratio at the time the corresponding fees were waived and if the annualized rate of the Company’s regular cash distributions to stockholders is equal to or greater than the annualized rate of the Company’s regular cash distributions at the time the corresponding fees were waived.


	Management Fee⁽¹⁾				Subordinated Incentive Fee⁽¹⁾							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⁾	Waivers		Repaid to Adviser⁽²⁾		Waivers		Repaid to Adviser⁽²⁾		Operating Expense Ratio ⁽³⁾	Annualized Distribution Rate ⁽⁴⁾	Eligible to be Repaid Through ⁽⁵⁾
9/30/2016	$	—	$	—	$	—	$	—	1.73%	$0.70	9/30/2019
12/31/2016	$	—	$	—	$	26	$	—	1.68%	$0.70	12/31/2019	$	—	$	—	$	26	$	—	1.68%	$0.70	12/31/2019
3/31/2017	$	—	$	—	$	1,396	$	—	1.68%	$0.70	3/31/2020	$	—	$	—	$	1,396	$	—	1.68%	$0.70	3/31/2020
6/30/2017	$	—	$	—	$	246	$	—	1.67%	$0.70	6/30/2020	$	—	$	—	$	246	$	—	1.67%	$0.70	6/30/2020
9/30/2017	$	—	$	—	$	—	$	—	1.91%	$0.70	9/30/2020	$	—	$	—	$	—	$	—	1.91%	$0.70	9/30/2020
12/31/2017	$	—	$	—	$	—	$	—	1.82%	$0.70	12/31/2020	$	—	$	—	$	—	$	—	1.82%	$0.70	12/31/2020
3/31/2018	$	—	$	—	$	—	$	—	1.80%	$0.70	3/31/2021	$	—	$	—	$	—	$	—	1.80%	$0.70	3/31/2021
6/30/2018	$	—	$	—	$	—	$	—	1.96%	$0.70	6/30/2021	$	—	$	—	$	—	$	—	1.96%	$0.70	6/30/2021
9/30/2018	$	—	$	—	$	2,535	$	—	2.01%	$0.70	9/30/2021	$	—	$	—	$	2,535	$	—	2.01%	$0.70	9/30/2021
12/31/2018	$	—	$	—	$	798	$	—	2.32%	$0.70	12/31/2021	$	—	$	—	$	798	$	—	2.32%	$0.70	12/31/2021


(1)	Fees waived pursuant to the 2016-2018 Conditional Income Incentive Fee Waiver Agreements.

(2)

Subject to the approval of the Company’s board of directors, in future periods previously waived fees may be paid to the Advisers, if the Company’s cumulative net increase in net assets resulting from operations exceeds the amount of cumulative distributions paid to stockholders. The previously waived fees are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of each respective fee waiver. To date, none of the previously waived fees have been approved for reimbursement by the Company’s board of directors.


(3)	The “Operating Expense Ratio” is calculated on a quarterly basis as a percentage of average net assets and includes all expenses borne by the Company, except for base management and incentive fees and administrative expenses waived by the Advisers and organizational and offering expenses.


(4)	“Annualized Distribution Rate” equals $0.00191781 per share, per day based on the distributions declared by the Company’s board of directors.


(5)	Prior to ~~June~~September 30, 2016, the Advisers waived total management fees of $2.8 million, total subordinated incentive fees of $2.5 million and total capital gain incentive fees of $8,000. Due to the passage of time, such waived fees are not eligible for repayment under the applicable fee waiver agreements.

Pursuant to the Investment Advisory Agreement and Sub-Advisory Agreement, the Company is required to pay or reimburse the Advisers for administrative services expenses, which include all costs and expenses related to the Company’s day-to-day administration and management not related to advisory services, whether such administrative services were performed by a third

party service provider or affiliates of the Advisers (“Internal Administrative Services”). The Advisers do not earn any profit under their provision of administrative services to the Company. For the three months ended ~~June~~September 30, 2019 and 2018, the Company incurred, and the Advisers waived the reimbursements of, Internal Administrative Services expenses of approximately ~~$740,000~~$735,000 and ~~$617,000,~~$623,000, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company incurred, and the Advisers waived the reimbursements of, Internal Administrative Services expenses of approximately ~~$1.5~~$2.2 million and ~~$1.4~~$2.0 million, respectively. The Company and the Advisers entered into an expense support and conditional reimbursement agreement, as amended from time to time, which extends the period for waiver of reimbursement of Internal Administrative Services expenses accrued pursuant to the Investment Advisory Agreement and the Sub-Advisory Agreement through ~~June 30,~~December 31, 2019. Since inception, the Advisers waived the reimbursement of total Internal Administrative Services expenses of ~~$14.5~~$15.2 million. Waived Internal Administrative Services expenses are not subject to future reimbursement.

The table below outlines fees incurred and expense reimbursements payable to the Adviser, the Sub-Adviser and their respective affiliates for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 and amounts unpaid as of ~~June~~September 30, 2019 and December 31, 2018 (dollars in thousands).


	Incurred				Incurred				Unpaid as of				Incurred				Incurred				Unpaid as of
	Three Months Ended June 30,				Six Months Ended June 30,				June 30, 2019		December 31, 2018		Three Months Ended September 30,				Nine Months Ended September 30,				September 30, 2019		December 31, 2018
Type and Recipient	2019		2018		2019		2018						2019		2018		2019		2018
Offering Costs - the Adviser, Sub-Adviser	$	96	$	104	$	191	$	207	$	—	$	—	$	94	$	101	$	285	$	308	$	—	$	—
Other ⁽²⁾ - the Adviser	177		157		381		333		54		57		263		155		644		488		166		57
Selling Commissions - Dealer Manager	—		—		—		—		—		—		—		—		—		—		—		—
Dealer Manager Fee - Dealer Manager	—		—		—		—		—		—		—		—		—		—		—		—
Due to Affiliates									$	54	$	57									$	166	$	57

Base Management Fees- the Adviser, Sub-Adviser	5,633		5,737		11,359		11,431		$	5,633	$	5,854	5,498		5,904		16,857		17,335		$	5,496	$	5,854
Incentive Fees on Income - the Adviser, Sub-Adviser⁽¹⁾	1,331		—		2,730		—		1,331		—		1,209		—		3,939		—		1,210		—
Base Management and Incentive Fees Payable									$	6,964	$	5,854									$	6,706	$	5,854


(1)	Net of amounts waived by the Advisers.


(2)	Includes amounts the Adviser paid on behalf of the Company such as general and administrative services expenses.

Offering Costs

In accordance with the Investment Advisory Agreement and the Sub-Advisory Agreement, the Company reimburses the Advisers for any offering costs that are paid on the Company’s behalf, which consist of, among other costs, actual legal, accounting, bona fide out-of-pocket itemized and detailed due diligence costs, printing, filing fees, transfer agent costs, postage, escrow fees, advertising and sales literature and other costs incurred in connection with an offering of the Company including the Company’s distribution reinvestment plan. Pursuant to the terms of the Investment Advisory Agreement and the Sub-Advisory Agreement, the Company expects to reimburse the Advisers for such costs incurred on the Company’s behalf on a monthly basis, up to a maximum aggregate amount of 1.5% of the gross stock offering proceeds. The Advisers are responsible for the payment of offering costs to the extent they exceed 1.5% of the aggregate gross stock offering proceeds.

As of ~~June~~September 30, 2019, the Company has reimbursed the Advisers approximately $12.4 million since inception for offering costs. As of ~~June~~September 30, 2019, the Advisers carried a balance of approximately $908,000 for offering costs incurred on the Company’s behalf, net of reimbursement payments from the Company.

Note 12 – Share Repurchase Plan

Since inception of the share repurchase program in 2015, the Company has funded the repurchase of ~~$84.2~~$90.6 million in shares of common stock. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company funded ~~$13.0~~$19.3 million and ~~$19.6~~$27.6 million, respectively, for shares of common stock tendered for repurchase under the plan approved by the board of directors.


For the Quarter Ended	Repurchase Date	Shares Repurchased	Percentage of Shares Tendered that were Repurchased	Repurchase Price per Share		Aggregate Consideration for Repurchased Shares		Repurchase Date	Shares Repurchased	Percentage of Shares Tendered that were Repurchased	Repurchase Price per Share		Aggregate Consideration for Repurchased Shares
March 31, 2019	February 28, 2019	820,174.35	56.1%	$	7.99	$	6,553,193	February 28, 2019	820,174.35	56.1%	$	7.99	$	6,553,193
June 30, 2019	May 31, 2019	803,239.68	46.1%	$	7.98	$	6,409,850	May 31, 2019	803,239.68	46.1%	$	7.98	$	6,409,850
September 30, 2019								September 3, 2019	804,778.33	40.4%	$	7.93	$	6,381,892

On September 30, 2019, the Company filed a tender offer statement on Schedule TO with the SEC to commence an offer by the Company to purchase, as approved by its board of directors, an estimated 788,400.00 shares of the Company’s issued and outstanding common stock up to approximately $6.3 million. The offer is for cash at a purchase price equal to the NAV per share to be determined within 48 hours of the repurchase date.

Note 13 – Commitments and Contingencies

As of ~~June~~September 30, 2019, the Company had a total of approximately ~~$38.4~~$39.7 million in outstanding commitments comprising (i) 4236 commitments to fund revolving loans that had not been fully drawn or term loans that had not been funded and (ii) four capital commitments that had not been fully called. The Company recognized unrealized appreciation of approximately ~~$306,000~~$362,000 on the

outstanding unfunded loan commitments and no unrealized appreciation or depreciation on the outstanding unfunded capital commitments during the ~~six~~nine months ended ~~June~~September 30, 2019. As of December 31, 2018, the Company had a total of approximately $62.5 million in outstanding commitments comprising (i) 36 commitments to fund revolving loans that had not been fully drawn or term loans that had not been funded and (ii) four capital commitments that had not been fully called. The Company recognized unrealized depreciation of $132,000 on the outstanding unfunded loan commitments and no unrealized appreciation or depreciation on the outstanding unfunded capital commitments during the year ended December 31, 2018.


					Commitments and Contingencies
	Commitments and Contingencies				(dollars in thousands)
	(dollars in thousands)				September 30, 2019		December 31, 2018
	June 30, 2019		December 31, 2018
Unfunded Loan Commitments
Adams Publishing Group, LLC	$	762	$	1,735	$	762	$	1,735
Aethon United BR LP	938		—
American Nuts, LLC	281		1,266		247		1,266
Analytical Systems Keco, LLC					200		—
Apex Linen Services, Inc.	—		403		—		403
Arcus Hunting, LLC	530		904		120		904
ASC Ortho Management Company, LLC	750		750		750		750
BarFly Ventures, LLC	—		123		—		123
BBB Tank Services	40		200		—		200
BigName Holdings, LLC	29		29		—		29
Boccella Precast Products, LLC	500		500		500		500
Centre Technologies Holdings, LLC	600		—		600		—
Chamberlin HoldCo, LLC	400		400		400		400
Charps, LLC	—		1,000		—		1,000
Chisholm Energy Holdings, LLC	1,429		—		1,429		—
Clad-Rex Steel, LLC	—		100		—		100
CTVSH, PLLC	200		200		200		200
Direct Marketing Solutions, Inc.	400		400		400		400
DTE Enterprises, LLC	750		750		750		750
Dynamic Communities, LLC	250		250		250		250
Gamber-Johnson Holdings, LLC	300		300		300		300
GRT Rubber Technologies, LLC	2,393		4,125		1,526		4,125
Guerdon Modular Holdings, Inc.	284		400		284		400
Hawk Ridge Systems, LLC	—		400		350		400
HDC/HW Intermediate Holdings, Inc.	118		180		70		180
Hoover Group, Inc.	550		2,375		—		2,375
Hunter Defense Technologies, Inc.					2,105		—
HW Temps LLC	200		200		200		200
Implus Footcare, LLC	—		44		—		44
Independent Pet Partners Intermediate Holdings, LLC	10,593		22,244		9,357		22,244
Invincible Boat Company, LLC					1,080		—
Joerns Healthcare, LLC	944		—		—		—
KMC Acquisition, LLC	500		500		500		500
Laredo Energy VI, LP	1,250		—		250		—
LL Management, Inc.					1,182		—
Lynx FBO Operating LLC					1,875		—
Mac Lean-Fogg Company					313		—
Market Force Information, Inc.	23		350		9		350
Meisler Operating, LLC	160		400		400		400
Mystic Logistics Holdings, LLC	200		200		200		200
New Era Technology, Inc.	—		479		—		479
NexRev, LLC	1,000		1,000		1,000		1,000
NuStep, LLC	300		300		300		300
PaySimple, Inc.					1,017		—
SI East , LLC	2,500		2,500		2,500		2,500
Tedder Acquisition, LLC	100		180		260		180
Trantech Radiator Topco, LLC	400		—		400		—
Volusion LLC	—		1,961		—		1,961
Wireless Vision Holdings, LLC	—		693


	Commitments and Contingencies				Commitments and Contingencies
	(dollars in thousands)				(dollars in thousands)
					September 30, 2019		December 31, 2018

Wireless Vision Holdings, LLC					$	—	$	693
	June 30, 2019		December 31, 2018
Unfunded Capital Commitments
Brightwood Capital Fund III, LP	$	1,080	$	1,000	1,260		1,000
Brightwood Capital Fund IV, LP	3,000		8,000		1,000		8,000
Copper Trail Energy Fund I LP	2,689		1,754		3,416		1,754
Freeport Financial Funds	1,945		3,942		1,945		3,942
Total	$	38,388	$	62,537	$	39,707	$	62,537

Note 14 – Subsequent Events

~~On July 8, 2019, the Company filed a tender offer statement on Schedule TO with the SEC~~No subsequent events to commence an offer by the Company to purchase, as approved by its board of directors, an estimated 797,922.06 shares of the Company’s issued and outstanding common stock up to approximately $6.4 million. The offer is for cash at a purchase price equal to the NAV per share to be determined within 48 hours of the repurchase date.report.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion is based on the condensed consolidated financial statements as of ~~June~~September 30, 2019 (unaudited) and December 31, 2018 and for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018. Amounts as of December 31, 2018 included in the unaudited condensed consolidated financial statements have been derived from the Company’s audited consolidated financial statements as of that date. This information should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto, as well as the audited consolidated financial statements, notes and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K (as amended) for the year ended December 31, 2018. Capitalized terms used in this Item 2 have the same meaning as in the accompanying condensed consolidated financial statements in Item 1 unless otherwise defined in this Report.

We refer to HMS Income Fund, Inc., collectively with its consolidated subsidiaries, as the “Company,” and the use of “we,” “our,” “us” or similar pronouns in this Report refers to HMS Income Fund, Inc.

Forward-Looking Statements

Some of the statements in this Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Report may include statements as to:

our future operating results;

our business prospects and the prospects of our current and prospective portfolio companies;

the impact of the investments that we expect to make;

the ability of our portfolio companies to achieve their objectives;

our expected financings and investments;

the adequacy of our cash resources and working capital;

the timing of cash flows, if any, from the operations of our portfolio companies;

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, which could result in changes to the value of our assets;

the impact of increased competition;

our contractual arrangements and relationships with third parties;

the dependence of our future success on the general economy, including general economic trends, and its impact on the industries in which we invest;

the relative and absolute performance of our investment adviser, HMS Adviser LP (the “Adviser”), a Texas limited partnership, including in identifying suitable investments for us;

our ability to make distributions to our stockholders;

the effects of applicable legislation and regulations and changes thereto; and

the impact of future acquisitions and divestitures.

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Report involve risks and uncertainties.

Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Part II-Item 1A. Risk Factors” and elsewhere in this Report and set forth in our annual report on Form 10-K (as amended) for the year ended December 31, 2018. Other factors that could cause actual results to differ materially include:

changes in the economy;

risks associated with possible disruption in our operations or the economy generally; and

future changes in laws or regulations and conditions in our operating areas.

We have based the forward-looking statements included in this Report on information available to us on the date of this Report. Except as required by the federal securities laws, we assume no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The forward-looking statements and projections contained in this Report are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

OVERVIEW

We are a specialty finance company sponsored by Hines Interests Limited Partnership (“Hines”) that makes debt and equity investments in middle market (“Middle Market”) companies, which we define as companies with annual revenues generally between $10 million and $3 billion and in lower middle market (“LMM”) companies, which we define as companies with annual revenues generally between $10 million and $150 million. We are an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We are, therefore, required to comply with certain regulatory requirements. We have elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”), under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

Our primary investment objective is to generate current income through debt and equity investments. A secondary objective is to generate long-term capital appreciation through equity and equity-related investments, including warrants, convertible securities and other rights to acquire equity securities. Our portfolio strategy is to invest primarily in illiquid debt and equity securities issued by LMM companies and Middle Market companies in private placements and negotiated transactions, which are traded in private over-the-counter markets for institutional investors. We will also invest in, and a significant portion of our assets are invested in, customized direct secured and unsecured loans to and equity securities of LMM companies, referred to as LMM securities. Typically, our investments in LMM companies require us to co-invest with Main Street Capital Corporation, a New York Stock Exchange listed BDC (“Main Street”), and/or its affiliates as a result of our sub-advisory relationship described below. We categorize some of our investments in LMM companies and Middle Market companies as private loan (“Private Loan”) portfolio investments. Private Loan investments, often referred to in the debt markets as “club deals,” are investments, generally in debt instruments, that we originate on a collaborative basis with other investment funds. Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our portfolio also includes other portfolio (“Other Portfolio”) investments primarily consisting of investments managed by third parties, which differ from the typical profiles for our other types of investments.

We previously registered for sale up to 150,000,000 shares of common stock pursuant to a registration statement on Form N-2 (File No. 333-178548) which was initially declared effective by the SEC on June 4, 2012 (the “Initial Offering”). The Initial Offering terminated on December 1, 2015. We raised approximately $601.2 million in the Initial Offering, including proceeds from the dividend reinvestment plan of approximately $22.0 million. We also registered for sale up to $1,500,000,000 worth of shares of common stock (the “Offering”) pursuant to a new registration statement on Form N-2 (File No. 333-204659), as amended. With the approval of our board of directors, we closed the Offering to new investors effective September 30, 2017. Through ~~June~~September 30, 2019, we raised approximately ~~$224.0~~$230.2 million in the Offering, including proceeds from the distribution reinvestment plan of approximately ~~$92.2~~$98.5 million.

Our business is managed by the Adviser, an affiliate of Hines, under an Investment Advisory and Administrative Services Agreement dated May 31, 2012 (as amended the “Investment Advisory Agreement”). We and the Adviser have retained MSC Adviser I, LLC (the “Sub-Adviser”), a wholly owned subsidiary of Main Street, as our investment sub-adviser pursuant to an Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) to identify, evaluate, negotiate and structure prospective investments, make investment and portfolio management recommendations for approval by the Adviser, monitor our investment portfolio and provide certain ongoing administrative services to the Adviser. The Adviser and the Sub-Adviser are collectively referred to as the “Advisers,” and each is registered under the Investment Advisers Act of 1940, as amended. Upon the execution of the Sub-Advisory Agreement, Main Street became our affiliate. Our board of directors most recently reapproved the Investment Advisory Agreement and the Sub-Advisory Agreement on May 23, 2019. We have engaged Hines Securities, Inc. (the “Dealer Manager”), an affiliate of the Adviser, to serve as the Dealer Manager for our offerings, if any.

As a BDC, we are subject to certain regulatory restrictions in making our investments, including limitations on our ability to co-invest with certain affiliates, including Main Street. However, we received exemptive relief from the SEC, that permits us, subject to certain conditions, to co-invest with Main Street and/or its affiliates in certain transactions originated by Main Street and/or our Advisers. The exemptive relief permits us, and certain of our directly or indirectly wholly owned subsidiaries on one hand, and Main Street and or/certain of its affiliates on the other hand, to co-invest in the same investment opportunities where such investment may otherwise be prohibited under Section 57(a)(4) of the 1940 Act. In addition, we may continue to co-invest with Main Street and/or its affiliates in syndicated deals and secondary loan market purchases in accordance with applicable regulatory guidance or interpretations where price is the only negotiated point.

As of ~~June~~September 30, 2019, we had investments in 4138 Middle Market debt investments, 5352 Private Loan debt investments, 3941 LMM debt investments, 4042 LMM equity investments, ~~six~~seven Middle Market equity investments, 1920 Private Loan equity investments and ~~nine~~eight Other Portfolio investments with an aggregate fair value of approximately ~~$1,068.2~~$1,053.5 million, a cost basis of approximately ~~$1,073.9~~$1,056.3 million and a weighted average effective annual yield of approximately ~~9.4%~~9.0%. The weighted average annual yield was calculated using the effective interest rates for all investments at ~~June~~September 30, 2019, including accretion of original issue discount ~~and amortization~~

and amortization of premium to par value, the amortization of fees received in connection with transactions, and assumes zero yield for investments on non-accrual status. Approximately ~~80.3%~~80.5% and ~~7.3%~~6.1% of our total portfolio investments (at fair value, excluding our Other Portfolio investments) were secured by first priority liens and second priority liens, respectively, on portfolio company assets with the remainder in unsecured debt investments and equity investments.

The level of new portfolio investment activity will fluctuate from period to period based upon our view of the current economic fundamentals, our ability to identify new investment opportunities that meet our investment criteria and our ability to close on the identified transactions. The level of new investment activity and associated interest and fee income will directly impact future investment income. While we intend to grow our investment income over the long-term, our operating results may be more limited during depressed economic periods. However, we intend to appropriately manage our cost structure and liquidity position based on applicable economic conditions and our investment outlook. The level of realized gains or (losses) and unrealized appreciation or (depreciation) will also fluctuate depending upon portfolio activity and the performance of our individual portfolio companies. The changes in realized gains and (losses) and unrealized appreciation or (depreciation) could have a material impact on our operating results.

Investment Income

We have generated, and plan to continue to generate, investment income primarily in the form of interest on the debt securities that we hold, dividends and other distributions with respect to any equity interests that we hold and capital gains, if any, on our investments. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees, and possibly consulting fees and performance-based fees. All such fees will be generated in connection with our investments and recognized as earned or as additional yield over the life of the debt investment. To date our investment income has been interest income on debt investments, accretion of original issue discounts, dividend income, amortization of premiums and fees received from transactions, net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) on investments.

Expenses

On both a short-term and long-term basis, our primary use of funds will be investments in portfolio companies and cash distributions to our stockholders. Our primary operating expenses will be debt service payments, general and administrative expenses, and payment of advisory fees under the Investment Advisory Agreement. The investment advisory fees paid to our Adviser (and the fees paid by our Adviser to our Sub-Adviser pursuant to the Sub-Advisory Agreement) will compensate our Advisers for their work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.

We bear all other expenses of our operations and transactions, including fees and expenses relating to:



●		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 Investment Advisory Agreement and Sub-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.

During periods of asset growth, we expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets and increase during periods of asset declines.

Base Management Fee, Incentive Fee Waiver Agreements and Administrative Services Expense Reimbursement Waiver Agreements

From time to time, our Advisers may waive certain fees and expense reimbursements accrued under the Investment Advisory Agreement and the Sub-Advisory Agreement, as applicable. Under certain circumstances, we may reimburse such waived fees within three years from the date of each respective fee reimbursement waiver. See Note 11 — Related Party Transactions and Arrangements — Advisory Agreements and Conditional Fee and Expense Reimbursement Waivers to our condensed consolidated financial statements included elsewhere in this Report for additional information on our fee and expense reimbursement waivers.

CRITICAL ACCOUNTING POLICIES

Each of our critical accounting policies involves the use of estimates that require management to make assumptions that are subjective in nature. Management relies on its experience, collects historical and current market data, and analyzes these assumptions in order to arrive at what it believes to be reasonable estimates. In addition, application of these accounting policies involves the exercise of judgments regarding assumptions as to future uncertainties. Actual results could materially differ from these estimates. A disclosure of our critical accounting policies is included in our Annual Report on Form 10-K (as amended) for the year ended December 31, 2018 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no changes to our critical accounting policies during 2019, except to the extent described below.

Basis of Presentation and Consolidation

Our condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and accounting principles generally accepted in the United States of America and include the accounts of our wholly owned consolidated subsidiaries: HMS Funding I LLC (“HMS Funding”), HMS Equity Holding, LLC (“HMS Equity Holding”), HMS Equity Holding II, Inc. (“HMS Equity Holding II”), HMS California Holdings LP (“HMS California Holdings”) and HMS California Holdings GP LLC (“HMS California Holdings GP”). All intercompany accounts and transactions have been eliminated in consolidation. Under Topic 946, Financial Services - Investment Companies of the Accounting Standards Codification, as amended (the “ASC”), of the Financial Accounting Standards Board (“FASB”), we are precluded from consolidating portfolio company investments, including those in which we have a controlling interest, unless the portfolio company is a wholly owned investment company. An exception to this general principle occurs if we own a controlled operating company whose purpose is to provide services to us such as an investment adviser or transfer agent. None of our investments qualify for this exception. Therefore, our portfolio company investments, including those in which we have a controlling interest, are carried on the Consolidated Balance Sheet at fair value with changes to fair value recognized as “Net Change in Unrealized Appreciation (Depreciation) on Investments” on the Consolidated Statements of Operations until the investment is realized, usually upon exit, resulting in any gain or loss on exit being recognized as a realized gain or loss. However, in the event that any controlled subsidiary exceeds the tests of significance set forth in Rules 3-09 or 4-08(g) of Regulation S-X, we will include required financial information for such subsidiary in the notes or as an attachment to our condensed consolidated financial statements.

PORTFOLIO INVESTMENT COMPOSITION

Our Middle Market portfolio investments primarily consist of direct or secondary purchases of interest-bearing debt securities in companies that are generally larger in size than the LMM companies included in our LMM portfolio. While our Middle Market debt investments are generally secured by a first priority lien, ~~13.7%~~14.2% of the fair value of our Middle Market portfolio, as of ~~June~~September 30, 2019, is secured by second priority liens.

As of ~~June~~September 30, 2019, LMM portfolio consists of debt investments secured by a first priority lien ~~(59.3%~~(58.5% of the total fair value of the LMM portfolio) on the assets of the portfolio companies and equity investments ~~(40.3%~~(41.1% of the total fair value of the LMM portfolio) in privately held LMM companies. The LMM debt investments generally mature between five and seven years ~~from~~

from the original investment date. The LMM equity investments represent an equity position or the right to acquire an equity position through warrants.

As of ~~June~~September 30, 2019, our Private Loan portfolio primarily consists of debt investments secured by first and second priority liens ~~(87.0%~~(89.2% and ~~6.0%~~3.5% of the total fair value of the Private Loan portfolio, respectively) on the assets of the portfolio companies, unsecured debt investments (2.5% of the total fair value of the Private Loan portfolio) and equity investments ~~(4.5%~~(4.8% of the total fair value of the Private Loan portfolio) in Private Loan companies. The Private Loan debt investments typically have stated terms between three and seven years from the original investment date. The Private Loan equity investments represent an equity position or the right to acquire an equity position through warrants.

Our Other Portfolio investments primarily consist of investments managed by third parties, which differ from the typical profiles for LMM, Middle Market and Private Loan portfolio investments. In the Other Portfolio investments, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies, private funds or ~~collateral~~collateralized loan obligations (“CLOs”).

During the ~~six~~nine months ended ~~June~~September 30, 2019, we funded investment purchases of approximately ~~$138.8~~$222.6 million and had one investment under contract to purchase as of ~~June~~September 30, 2019 for an aggregate purchase price of approximately ~~$5.5 million,~~$596,000, which settled or was scheduled to settle after ~~June~~September 30, 2019. We also received proceeds from sales and repayments of existing portfolio investments of approximately ~~$191.5~~$280.1 million, including ~~$130.5~~$168.4 million in sales. We had no investments under contract to sell as of ~~June~~September 30, 2019. The combined result of these transactions decreased our portfolio, on a cost basis, by approximately ~~$47.8~~$65.4 million, or ~~4.3%~~5.9%, and increased the number of portfolio investments by 5,six, or ~~2.5%~~3.0%, compared to the portfolio as of December 31, 2018. As of ~~June~~September 30, 2019, the largest investment in an individual portfolio company represented approximately ~~2.7%~~2.9% of our portfolio’s fair value, with remaining investments in any individual portfolio company ranging from 0.0% to 2.2%. The average investment in our portfolio is approximately ~~$5.2~~$5.1 million or 0.5% of our total portfolio as of ~~June~~September 30, 2019. Our portfolio extends across individual portfolio investments, geographic regions, and industries. Further, our total portfolio’s investment composition (excluding our Other Portfolio investments) at fair value comprises ~~80.3%~~80.5% first lien debt securities and ~~7.3%~~6.1% second lien debt securities, with the remainder in unsecured debt investments and equity investments. First lien debt securities have priority over subordinated debt owed by the issuer with respect to the collateral pledged as security for the loan. Due to the relative priority of payment of first lien investments, these generally have lower yields than lower priority, less secured investments.

During the ~~six~~nine months ended ~~June~~September 30, 2018, we made investment purchases of approximately ~~$314.3~~$476.5 million and had four investments under contract to purchase as of ~~June~~September 30, 2018 for an aggregate purchase price of approximately ~~$16.3~~$16.9 million, which settled after ~~June~~September 30, 2018. We also received proceeds from sales and repayments of existing portfolio investments of approximately ~~$243.1~~$386.1 million including ~~$100.6~~$175.3 million in sales and had three investments under contract to sell as of ~~June~~September 30, 2018 for approximately ~~$15.0~~$17.3 million, which represented the contract sales price.

~~The result of these transactions further diversified our geographic and industry concentrations and based~~Based upon our investment rating system, which is described further below, the weighted average rating of our LMM investment portfolio was approximately 2.5 as of both ~~June~~September 30, 2019 and December 31, 2018. See “Portfolio Asset Quality” below for a description of the system used to rate our investments. Lastly, the overall weighted average effective yield on our investment portfolio was ~~9.4%~~9.0% and 9.5% as of ~~June~~September 30, 2019 and December 31, 2018, respectively.

Summaries of the composition of our total investment portfolio at cost and fair value are shown in the following tables (this information excludes Other Portfolio investments):


	June 30, 2019								December 31, 2018								September 30, 2019								December 31, 2018
Cost:	LMM		Private Loan		Middle Market		Total		LMM		Private Loan		Middle Market		Total		LMM		Private Loan		Middle Market		Total		LMM		Private Loan		Middle Market		Total
First Lien Secured Debt	68.8	%	87.8	%	82.9	%	82.5	%	70.4	%	87.3	%	81.8	%	82.0	%	68.3	%	90.2	%	80.3	%	82.7	%	70.4	%	87.3	%	81.8	%	82.0	%
Second Lien Secured Debt	0.4		6.0		14.0		7.9		—		6.2		15.8		9.2		0.4		3.5		15.2		6.9		—		6.2		15.8		9.2
Unsecured Debt	0.1		2.5		0.4		1.3		—		2.6		0.2		1.1		0.1		2.5		0.5		1.4		—		2.6		0.2		1.1
Equity	30.1		3.6		2.7		8.1		28.9		3.7		2.2		7.5		30.6		3.7		4.0		8.9		28.9		3.7		2.2		7.5
Equity warrants	0.6		0.1		—		0.2		0.7		0.2		—		0.2		0.6		0.1		—		0.1		0.7		0.2		—		0.2
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%


	June 30, 2019								December 31, 2018								September 30, 2019								December 31, 2018
Fair Value:	LMM		Private Loan		Middle Market		Total		LMM		Private Loan		Middle Market		Total		LMM		Private Loan		Middle Market		Total		LMM		Private Loan		Middle Market		Total
First Lien Secured Debt	59.3	%	87.0	%	84.7	%	80.3	%	62.1	%	87.1	%	82.9	%	80.3	%	58.5	%	89.2	%	82.7	%	80.5	%	62.1	%	87.1	%	82.9	%	80.3	%
Second Lien Secured Debt	0.3		6.0		13.7		7.3		—		6.3		15.6		8.9		0.3		3.5		14.2		6.1		—		6.3		15.6		8.9
Unsecured Debt	0.1		2.5		0.4		1.3		—		2.5		0.2		1.1		0.1		2.5		0.5		1.3		—		2.5		0.2		1.1
Equity	40.2		4.3		1.2		11.0		37.4		3.9		1.3		9.5		41.0		4.5		2.6		11.9		37.4		3.9		1.3		9.5
Equity warrants	0.1		0.2		—		0.1		0.5		0.2		—		0.2		0.1		0.3		—		0.2		0.5		0.2		—		0.2
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

For the tables showing our total investment portfolio composition by geographic region and by industry, see Note 3 — Fair Value Hierarchy for Investments — Portfolio Investment Composition to our condensed consolidated financial statements included elsewhere in this Report.

Investment in HMS-ORIX

We previously co-invested in broadly-syndicated loans with Orix through our investment in HMS-ORIX, which iswas organized as a Delaware limited liability company. On May 8, 2019, HMS-ORIX Holdings I LLC, a wholly owned subsidiary of HMS-ORIX, which held all of the investments in broadly-syndicated loans held by HMS-ORIX, was merged (the “HMS-ORIX Holdings Merger”) into Mariner CLO 7, Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Mariner CLO”).

As of June 30, 2019, HMS-ORIX had total assets of $0.3 million, consisting entirely of residual cash, which will be distributed to us and Orix upon final liquidation of HMS-ORIX. As of December 31, 2018, HMS-ORIX had total assets of $162.5 million and HMS-ORIX’s portfolio consisted of 107 broadly-syndicated loans, all of which were secured by first-priority liens, generally in industries similar to those in which we may directly invest. As of December 31, 2018, there were no loans in HMS-ORIX’s portfolio that were on non-accrual status.

On November 20, 2018, HMS-ORIX closed on a $170.0 million credit facility with Citibank, N.A. (the “Refinanced HMS-ORIX Credit Facility”). The proceeds from the Refinanced HMS-ORIX Credit Facility were used to pay off the outstanding balance on the Initial HMS-ORIX Credit Facility, which was subsequently terminated. The reinvestment period for the Refinanced HMS-ORIX Credit Facility was scheduled to expire on September 6, 2019, and the maturity date was nine months after expiration of the reinvestment period (unless terminated earlier pursuant to the terms of the Refinanced HMS-ORIX Credit Facility). Borrowings under the Refinanced HMS-ORIX Credit Facility bore interest at a rate equal to the three-month LIBOR plus 1.15%. As of December 31, 2018, $98.8 million was outstanding under this facility. Borrowings under the facility were secured by substantially all of the assets of HMS-ORIX. Proceeds from the HMS-ORIX Holdings Merger were used to pay off the Refinanced HMS-ORIX Credit Facility.

As of December 31, 2018, HMS-ORIX had total assets of $162.5 million and HMS-ORIX’s portfolio consisted of 107 broadly-syndicated loans, all of which were secured by first-priority liens, generally in industries similar to those in which we may directly invest. As of December 31, 2018, there were no loans in HMS-ORIX’s portfolio that were on non-accrual status.

The following table presents a summary of HMS-ORIX’s portfolio as of December 31, 2018 (dollars in thousands):



	As of December 31, 2018

Total debt investments ⁽¹⁾	$	165,025
Weighted average effective yield on loans⁽²⁾	5.82		%
Largest loan to a single borrower⁽¹⁾	$	3,461
Total of 10 largest loans to borrowers⁽¹⁾	$	30,430

(1) At principal amount.

The following table presents a listing of HMS-ORIX’s individual loan investments as of December 31, 2018:



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

Acrisure, LLC	Insurance	LIBOR (2 months) + 4.25%, Current Coupon 6.77%, Secured Debt (Maturity - November 22, 2023)	$	2,492	$	2,487	$	2,422
Advantage Sales & Marketing Inc.	Commercial Services and Supplies	LIBOR (1 month) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - July 23, 2021)	1,970		1,913		1,752
Air Medical Group Holdings, Inc.	Health Care Providers and Services	LIBOR (1 month) + 3.25%, Current Coupon 5.68%, Secured Debt (Maturity - April 28, 2022)	1,970		1,960		1,847
AlixPartners, LLP	Professional Services	LIBOR (3 months) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - April 4, 2024)	992		992		956
American Seafoods Group LLC	Food Products	LIBOR (1 month) + 2.75%, Current Coupon 5.28%, Secured Debt (Maturity - August 21, 2023)	1,435		1,428		1,382
Ancestry.com Operations Inc.	Internet Software and Services	LIBOR (1 month) + 3.25%, Current Coupon 5.78%, Secured Debt (Maturity - October 19, 2023)	1,293		1,306		1,240
Arch Coal, Inc.	Metals and Mining	LIBOR (1 month) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - March 7, 2024)	1,965		1,972		1,916
Asurion, LLC	Insurance	LIBOR (1 month) + 3.00%, Current Coupon 5.52%, Secured Debt (Maturity - November 3, 2023)	1,261		1,261		1,212
		LIBOR (1 month) + 3.00%, Current Coupon 5.52%, Secured Debt (Maturity - November 4, 2024)	323		322		310
			1,584		1,583		1,522
Atkore International, Inc.	Electric Equipment, Instruments and Components	LIBOR (1 month) + 3.00%, Current Coupon 4.97%, Secured Debt (Maturity - December 22, 2023)	2,948		2,967		2,864
Barracuda Networks	Internet Software and Services	LIBOR (1 month) + 3.25%, Current Coupon 5.72%, Secured Debt (Maturity - February 12, 2025)	1,000		974		956
Bass Pro Group, LLC	Specialty Retail	LIBOR (3 months) + 4.25%, Current Coupon 6.55%, Secured Debt (Maturity - September 25, 2024)	1,975		1,929		1,898
Bausch Health Companies Inc.	Health Care Equipment and Supplies	LIBOR (1 month) + 3.00%, Current Coupon 5.38%, Secured Debt (Maturity - June 2, 2025)	1,402		1,408		1,342
BCP Renaissance Parent L.L.C.	Oil, Gas and Consumable Fuels	LIBOR (3 months) + 3.50%, Current Coupon 6.03%, Secured Debt (Maturity - October 31, 2024)	597		599		583
Boxer Parent Company, Inc.	Software	LIBOR (3 months) + 4.25%, Current Coupon 7.05%, Secured Debt (Maturity - October 2, 2025)	2,800		2,772		2,708
Boyd Gaming Corporation	Hotels, Restaurants and Leisure	LIBOR (1 week) + 2.25%, Current Coupon 4.66%, Secured Debt (Maturity - September 15, 2023)	1,250		1,208		1,208
Builders FirstSource, Inc.	Building Products	LIBOR (1 month) + 3.00%, Current Coupon 5.80%, Secured Debt (Maturity - February 29, 2024)	2,947		2,943		2,774
Caesars Resort Collection, LLC	Hotels, Restaurants and Leisure	LIBOR (1 month) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - December 23, 2024)	1,247		1,210		1,201
Calpine Corporation	Independent Power and Renewable Electricity Provider	LIBOR (3 months) + 2.50%, Current Coupon 5.31%, Secured Debt (Maturity - January 15, 2023)	1,970		1,977		1,881
CareerBuilder	Internet Software and Services	LIBOR (3 months) + 6.75%, Current Coupon 9.14%, Secured Debt (Maturity - July 31, 2023)	1,500		1,500		1,493



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

CDS U.S. Intermediate Holdings, Inc.	Hotels, Restaurants and Leisure	LIBOR (1 month) + 3.75%, Current Coupon 6.27%, Secured Debt (Maturity - July 8, 2022)	$	973	$	974	$	914
CenturyLink, Inc.	Diversified Telecommunication Services	LIBOR (1 month) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - January 31, 2025)	997		943		934
Citgo Petroleum Corporation	Oil, Gas and Consumable Fuels	LIBOR (3 months) + 3.50%, Current Coupon 5.90%, Secured Debt (Maturity - July 29, 2021)	695		689		682
ClubCorp Holdings, Inc.	Real Estate Management and Development	LIBOR (3 months) + 2.75%, Current Coupon 5.55%, Secured Debt (Maturity - September 18, 2024)	1,959		1,949		1,852
CPI International, Inc.	Aerospace and Defense	LIBOR (1 month) + 3.50%, Current Coupon 6.01%, Secured Debt (Maturity - July 26, 2024)	1,975		1,975		1,919
Creative Artists Agency LLC	Entertainment	LIBOR (1 month) + 3.00%, Current Coupon 5.47%, Secured Debt (Maturity - February 15, 2024)	997		983		966
Cyxtera DC Holdings, Inc.	Technology Hardware, Storage and Peripherals	LIBOR (3 months) + 3.00%, Current Coupon 5.38%, Secured Debt (Maturity - May 1, 2024)	2,955		2,966		2,840
Deerfield Holdings Corporation	Diversified Financial Services	LIBOR (1 month) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - February 13, 2025)	2,978		2,974		2,827
Diamond Resorts International, Inc.	Hotels, Restaurants and Leisure	LIBOR (1 month) + 3.75%, Current Coupon 6.07%, Secured Debt (Maturity - September 1, 2023)	2,130		2,159		1,992
EFS Cogen Holdings I LLC	Electric Utilities	LIBOR (1 month) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - June 28, 2023)	1,816		1,830		1,781
Eldorado Resorts, Inc.	Hotels, Restaurants and Leisure	LIBOR (1 month) + 2.25%, Current Coupon 4.75%, Secured Debt (Maturity - April 17, 2024)	1,000		968		960
Encapsys LLC	Chemicals	LIBOR (1 month) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - November 7, 2024)	993		994		970
Endo Luxembourg Finance Company I S.a.r.l.	Pharmaceuticals	LIBOR (1 month) + 4.25%, Current Coupon 6.81%, Secured Debt (Maturity - April 29, 2024)	1,970		1,989		1,862
Everi Payments Inc.	Leisure Products	LIBOR (3 months) + 3.00%, Current Coupon 5.52%, Secured Debt (Maturity - May 9, 2024)	1,970		1,963		1,917
Exgen Renewables IV, LLC	Independent Power and Renewable Electricity Provider	LIBOR (3 months) + 3.00%, Current Coupon 5.71%, Secured Debt (Maturity - November 29, 2024)	294		293		281
Financial & Risk US Holdings, Inc.	Software	LIBOR (1 month) + 3.75%, Current Coupon 6.27%, Secured Debt (Maturity - October 1, 2025)	1,425		1,424		1,363
First American Payment Systems, L.P.	Diversified Financial Services	LIBOR (1 month) + 4.75%, Current Coupon 7.29%, Secured Debt (Maturity - January 5, 2024)	889		900		885
Fitness International, LLC	Hotels, Restaurants and Leisure	LIBOR (1 month) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - April 18, 2025)	2,039		2,050		1,963
Flex Acquisition Company Inc	Containers and Packaging	LIBOR (3 months) + 3.00%, Current Coupon 5.35%, Secured Debt (Maturity - December 29, 2023)	1,975		1,985		1,869
Flexera Software LLC	Software	LIBOR (1 month) + 3.25%, Current Coupon 5.78%, Secured Debt (Maturity - February 26, 2025)	1,518		1,514		1,468
Gardner Denver, Inc.	Machinery	LIBOR (1 month) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - July 30, 2024)	2,316		2,309		2,242



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

Golden Nugget, Inc.	Hotels, Restaurants and Leisure	LIBOR (1 month) + 2.75%, Current Coupon 5.19%, Secured Debt (Maturity - October 4, 2023)	$	1,875	$	1,875	$	1,811
GrafTech Finance Inc.	Metals and Mining	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - February 12, 2025)	1,950		1,931		1,850
Gray Television, Inc.	Broadcast Radio and Television	LIBOR (3 months) + 2.50%, Current Coupon 4.90%, Secured Debt (Maturity - January 2, 2026)	286		281		277
Greatbatch Ltd.	Pharmaceuticals	LIBOR (1 month) + 3.00%, Current Coupon 5.39%, Secured Debt (Maturity - October 27, 2022)	2,000		2,012		1,956
GYP Holdings III Corp.	Trading Companies and Distributors	LIBOR (1 month) + 2.75%, Current Coupon 5.27%, Secured Debt (Maturity - June 2, 2025)	3,448		3,473		3,261
Harbor Freight Tools USA, Inc.	Specialty Retail	LIBOR (1 month) + 2.50%, Current Coupon 5.02%, Secured Debt (Maturity - August 18, 2023)	1,944		1,951		1,841
HD Supply Waterworks, Ltd.	Trading Companies and Distributors	LIBOR (6 months) + 3.00%, Current Coupon 5.71%, Secured Debt (Maturity - August 1, 2024)	139		138		134
Horizon Pharma, Inc.	Pharmaceuticals	LIBOR (1 month) + 3.00%, Current Coupon 5.56%, Secured Debt (Maturity - March 29, 2024)	1,925		1,944		1,841
Hyland Software, Inc.	Software	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - July 1, 2024)	499		485		486
IG Investments Holdings, LLC	Professional Services	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - May 23, 2025)	1,975		1,987		1,929
Infiltrator Water Technologies, LLC	Specialty Retail	LIBOR (3 months) + 3.00%, Current Coupon 5.39%, Secured Debt (Maturity - May 27, 2022)	1,394		1,372		1,354
Invenergy, LLC	Renewable Energy Provider	LIBOR (1 month) + 3.50%, Current Coupon 5.84%, Secured Debt (Maturity - August 28, 2025)	1,946		1,941		1,932
IRB Holding Corp.	Food Products	LIBOR (1 month) + 3.25%, Current Coupon 5.68%, Secured Debt (Maturity - February 5, 2025)	397		397		380
Ivanti Software, Inc.	Software	LIBOR (1 month) + 4.25%, Current Coupon 6.60%, Secured Debt (Maturity - January 22, 2024)	983		989		959
KBR, Inc.	Aerospace and Defense	LIBOR (1 month) + 3.75%, Current Coupon 6.27%, Secured Debt (Maturity - April 25, 2025)	1,992		1,984		1,962
Kingpin Intermediate Holdings LLC	Diversified Consumer Services	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - July 3, 2024)	998		988		971
KUEHG Corp.	Diversified Consumer Services	LIBOR (1 month) + 3.75%, Current Coupon 6.55%, Secured Debt (Maturity - February 21, 2025)	2,457		2,465		2,368
Learfield Communications LLC	Media	LIBOR (1 month) + 3.25%, Current Coupon 5.78%, Secured Debt (Maturity - December 1, 2023)	1,970		1,989		1,923
MA FinanceCo., LLC	Software	LIBOR (1 month) + 2.50%, Current Coupon 5.02%, Secured Debt (Maturity - June 21, 2024)	384		385		358
Mallinckrodt International Finance S.A.	Pharmaceuticals	LIBOR (6 months) + 3.00%, Current Coupon 5.62%, Secured Debt (Maturity - February 24, 2025)	993		991		921
Match Group, Inc.	Media	LIBOR (2 months) + 2.50%, Current Coupon 5.09%, Secured Debt (Maturity - November 16, 2022)	2,000		1,998		1,990



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

McAfee, LLC	Software	LIBOR (3 months) + 3.75%, Current Coupon 6.10%, Secured Debt (Maturity - September 30, 2024)	$	948	$	933	$	925
McDermott International, Inc.	Construction and Engineering	LIBOR (1 month) + 5.00%, Current Coupon 7.52%, Secured Debt (Maturity - May 12, 2025)	993		973		929
Metro-Goldwyn-Mayer Inc.	Media	LIBOR (1 month) + 2.50%, Current Coupon 5.03%, Secured Debt (Maturity - July 3, 2025)	998		970		964
Michaels Stores, Inc.	Specialty Retail	LIBOR (1 month) + 2.50%, Current Coupon 4.97%, Secured Debt (Maturity - January 30, 2023)	1,000		973		960
Micro Holding Corp. (MH Sub and Internet Brands)	Media	LIBOR (1 month) + 3.75%, Current Coupon 6.25%, Secured Debt (Maturity - September 13, 2024)	1,247		1,217		1,186
Mohegan Tribal Gaming Authority	Hotels, Restaurants and Leisure	LIBOR (1 month) + 4.00%, Current Coupon 6.52%, Secured Debt (Maturity - October 13, 2023)	1,914		1,933		1,719
MPH Acquisition Holdings LLC	Health Care Technology	LIBOR (1 month) + 3.25%, Current Coupon 5.57%, Secured Debt (Maturity - June 7, 2023)	2,664		2,702		2,532
NAB Holdings, LLC	IT Services	LIBOR (3 months) + 3.00%, Current Coupon 5.80%, Secured Debt (Maturity - July 1, 2024)	1,975		1,965		1,885
Ortho-Clinical Diagnostics, Inc	Life Sciences Tools and Services	LIBOR (1 month) + 3.25%, Current Coupon 5.76%, Secured Debt (Maturity - June 30, 2025)	1,945		1,940		1,809
Packaging Coordinators Midco Inc	Health Care Facilities and Services	LIBOR (3 months) + 4.00%, Current Coupon 6.81%, Secured Debt (Maturity - June 30, 2023)	997		992		985
Party City Holdings Inc.	Specialty Retail	LIBOR (1 month) + 2.50%, Current Coupon 5.03%, Secured Debt (Maturity - August 19, 2022)	1,245		1,224		1,205
PI UK Holdco II Limited	Diversified Financial Services	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - January 3, 2025)	2,978		2,956		2,893
Prime Security Services, LLC (Protection One)	Commercial Services and Supplies	LIBOR (1 month) + 2.75%, Current Coupon 5.09%, Secured Debt (Maturity - May 2, 2022)	654		638		628
Rackspace Hosting, Inc.	Electric Equipment, Instruments and Components	LIBOR (3 months) + 3.00%, Current Coupon 5.58%, Secured Debt (Maturity - November 3, 2023)	3,251		3,276		2,884
Radiate Holdco, LLC	Diversified Telecommunication Services	LIBOR (1 month) + 3.00%, Current Coupon 5.52%, Secured Debt (Maturity - February 1, 2024)	2,544		2,519		2,408
Red Ventures, LLC	Professional Services	LIBOR (1 month) + 3.00%, Current Coupon 5.52%, Secured Debt (Maturity - November 8, 2024)	1,631		1,619		1,590
Savage Enterprises, LLC	Road and Rail	LIBOR (1 month) + 4.50%, Current Coupon 6.88%, Secured Debt (Maturity - August 1, 2025)	1,097		1,076		1,085
Scientific Games International, Inc.	Leisure Products	LIBOR (2 months) + 2.75%, Current Coupon 5.25%, Secured Debt (Maturity - August 14, 2024)	892		893		840
Seattle SpinCo, Inc.	Software	LIBOR (3 months) + 2.50%, Current Coupon 5.02%, Secured Debt (Maturity - June 21, 2024)	2,593		2,597		2,422
SeaWorld Parks & Entertainment, Inc.	Hotels, Restaurants and Leisure	LIBOR (3 months) + 3.75%, Current Coupon 6.07%, Secured Debt (Maturity - April 1, 2024)	1,965		1,967		1,881
ServiceMaster Global Holdings, Inc.	Home and Office Products	LIBOR (1 month) + 2.50%, Current Coupon 4.84%, Secured Debt (Maturity - November 8, 2023)	2,000		1,993		1,964



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

Sprint Corporation	Diversified Telecommunication Services	LIBOR (1 month) + 3.00%, Current Coupon 5.38%, Secured Debt (Maturity - February 2, 2024)	$	500	$	493	$	485
SRS Distribution Inc.	Trading Companies and Distributors	LIBOR (3 months) + 3.25%, Current Coupon 5.77%, Secured Debt (Maturity - May 23, 2025)	1,197		1,194		1,120
SS&C European Holdings S.a.r.l.	Software	LIBOR (1 month) + 2.25%, Current Coupon 4.77%, Secured Debt (Maturity - April 16, 2025)	206		205		195
SS&C Technologies, Inc.	Software	LIBOR (1 month) + 2.25%, Current Coupon 4.77%, Secured Debt (Maturity - April 16, 2025)	543		541		514
Staples, Inc.	Distributors	LIBOR (3 months) + 4.00%, Current Coupon 6.54%, Secured Debt (Maturity - September 12, 2024)	1,980		1,975		1,903
Starfruit US Holdco LLC	Chemicals	LIBOR (1 month) + 3.25%, Current Coupon 5.60%, Secured Debt (Maturity - October 1, 2025)	1,250		1,247		1,204
Telenet Financing USD LLC	Diversified Telecommunication Services	LIBOR (1 month) + 2.25%, Current Coupon 4.71%, Secured Debt (Maturity - August 17, 2026)	1,655		1,653		1,580
Transdigm, Inc.	Aerospace and Defense	LIBOR (1 month) + 2.50%, Current Coupon 5.02%, Secured Debt (Maturity - June 9, 2023)	1,965		1,972		1,859
		LIBOR (1 month) + 2.50%, Current Coupon 5.02%, Secured Debt (Maturity - August 22, 2024)	990		988		937
			2,955		2,960		2,796
Travelport Finance (Luxembourg) S.A.R.L.	Internet Software and Services	LIBOR (3 months) + 2.50%, Current Coupon 5.12%, Secured Debt (Maturity - March 17, 2025)	1,237		1,231		1,219
Traverse Midstream Partners LLC	Oil, Gas and Consumable Fuels	LIBOR (3 months) + 4.00%, Current Coupon 6.60%, Secured Debt (Maturity - September 27, 2024)	781		784		752
UFC Holdings, LLC	Media	LIBOR (3 months) + 3.25%, Current Coupon 5.78%, Secured Debt (Maturity - August 18, 2023)	1,965		1,977		1,920
USS Ultimate Holdings, Inc. (United Site)	Consumer Services	LIBOR (1 month) + 3.75%, Current Coupon 6.09%, Secured Debt (Maturity - August 26, 2024)	598		590		590
Utz Quality Foods, LLC	Food Products	LIBOR (1 month) + 3.50%, Current Coupon 6.02%, Secured Debt (Maturity - November 21, 2024)	1,584		1,583		1,539
VeriFone Systems, Inc.	Hardware	LIBOR (1 month) + 4.00%, Current Coupon 6.64%, Secured Debt (Maturity - August 20, 2025)	500		490		485
Vertafore, Inc.	Software	LIBOR (1 month) + 3.25%, Current Coupon 6.05%, Secured Debt (Maturity - July 2, 2025)	2,500		2,488		2,384
Vertiv Group Corporation	Electrical Equipment	LIBOR (3 months) + 4.00%, Current Coupon 6.71%, Secured Debt (Maturity - November 30, 2023)	1,555		1,570		1,420
Vistra Operations Company LLC	Electric Utilities	LIBOR (1 month) + 2.25%, Current Coupon 4.77%, Secured Debt (Maturity - December 14, 2023)	1,965		1,977		1,895
Web.Com Group, Inc.	Internet Software and Services	LIBOR (3 months) + 3.75%, Current Coupon 6.17%, Secured Debt (Maturity - October 10, 2025)	1,000		1,000		965



HMS-ORIX
Loan Portfolio
As of December 31, 2018
(dollars in thousands)
Portfolio Company	Industry	Type of Investment	Principal		Cost		Fair Value

West Corporation	Diversified Telecommunication Services	LIBOR (3 months) + 3.50%, Current Coupon 6.03%, Secured Debt (Maturity - October 10, 2024)	$	647	$	646	$	593
		LIBOR (3 months) + 4.00%, Current Coupon 6.53%, Secured Debt (Maturity - October 10, 2024)	1,021		1,011		941
			1,668		1,657		1,534
WideOpenWest Finance, LLC	Diversified Telecommunication Services	LIBOR (1 month) + 3.25%, Current Coupon 5.72%, Secured Debt (Maturity - August 18, 2023)	3,461		3,471		3,215
William Morris Endeavor Entertainment, LLC	Recreation Facilities and Services	LIBOR (3 months) + 2.75%, Current Coupon 5.28%, Secured Debt (Maturity - May 16, 2025)	638		608		608
Zekelman Industries, Inc	Manufactured Goods	LIBOR (1 month) + 2.25%, Current Coupon 4.86%, Secured Debt (Maturity - June 14, 2021)	1,000		985		970
Total Loan Portfolio			$	165,025	$	164,570	$	157,923

For the three months ended ~~June~~September 30, 2019 and 2018, we recognized approximately $0 and ~~$530,000,~~$536,000, respectively, of dividend income in respect of our investment in HMS-ORIX. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the Company recognized approximately $546,000 and ~~$1.1~~$1.6 million, respectively, of dividend income in respect of its investment in HMS-ORIX.

The following tables show the summarized financial information for HMS-ORIX (dollars in thousands):

									HMS-ORIX SLF LLC	Balance Sheet	(dollars in thousands)

	As of June 30, 2019		As of December 31, 2018		As of September 30, 2019		As of December 31, 2018
Assets
Portfolio investments at fair value (amortized cost: $164,570 as of December 31, 2018)	$	—	$	157,923	$	—	$	157,923
Cash and cash equivalents	320		3,873		—		3,873
Receivable for securities sold	—		—		—		—
Interest receivable	—		197		—		197
Deferred financing costs, net	—		497		—		497
Other assets	—		30		—		30
Total assets	$	320	$	162,520	$	—	$	162,520
Liabilities
Credit facilities payable	$	—	$	98,818	$	—	$	98,818
Payable for securities purchased	—		18,442		—		18,442
Distributions payable	—		902		—		902
Accounts payable and accrued expenses	10		439		—		439
Total liabilities	10		118,601		—		118,601
Net assets
Members’ equity	310		43,919		—		43,919
Total net assets	310		43,919		—		43,919
Total liabilities and net assets	$	320	$	162,520	$	—	$	162,520

																									HMS-ORIX SLF LLC	Statement of Operations	(dollars in thousands)
	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Investment income
Interest income	$	480		$	1,888		$	3,028		$	3,622		$	2		$	1,944		$	3,030		$	5,566
Dividend income	—			—			—			—			—			—			—			—
Fee income	—			—			—			—			—			—			—			—
Other income	—			—			—			—			—			—			—			—
Total investment income	480			1,888			3,028			3,622			2			1,944			3,030			5,566
Expenses
Interest expense	883			921			2,130			1,771			—			988			2,130			2,759
Other expenses	—			2			—			2			—			(1		)	—			1
General and administrative expenses	25			26			36			47			60			20			96			67
Total expenses	908			949			2,166			1,820			60			1,007			2,226			2,827
Net investment income (loss)	(428		)	939			862			1,802			(58		)	937			804			2,739
Net realized loss from investments	(1,513		)	(348		)	(1,514		)	(374		)	—			(18		)	(1,514		)	(392		)
Net realized income (loss)	(1,941		)	591			(652		)	1,428			(58		)	919			(710		)	2,347
Net change in unrealized appreciation (depreciation) on investments	2,008			(939		)	6,647			(998		)	—			1,013			6,647			15
Net increase (decrease) in net assets resulting from operations	$	67		$	(348	)	$	5,995		$	430		$	(58	)	$	1,932		$	5,937		$	2,362

PORTFOLIO ASSET QUALITY

As of ~~June~~September 30, 2019, we owned a broad portfolio of ~~207~~208 investments in ~~128~~125 companies representing a wide range of industries. We believe that this broad portfolio adds to the structural protection of the portfolio, revenue sources, income, cash flows and dividends. The portfolio included the following:

▪

4138 debt investments in 3836 Middle Market portfolio companies with an aggregate fair value of approximately ~~$330.2~~$301.8 million and a cost basis of approximately ~~$361.9~~$329.1 million. The Middle Market debt investments had a weighted average annual effective yield of approximately ~~9.6%~~9.1%, which is calculated assuming the investments on non-accrual status have a zero yield, and ~~85.7%~~84.9% of the Middle Market debt investments were secured by first priority liens. Further, ~~97.9%~~97.8% of the Middle Market debt investments contain variable interest rates, though a majority of the investments with variable rates are subject to contractual minimum base interest rates between 100 and 150 basis points.

▪

5352 debt investments in 4847 Private Loan portfolio companies with an aggregate fair value of approximately ~~$442.8~~$452.2 million and a cost basis of approximately ~~$444.1~~$452.9 million. The Private Loan debt investments had a weighted average annual effective yield of approximately ~~10.2%~~10.1%, which is calculated assuming the investments on non-accrual status have a zero yield, and ~~91.1%~~93.7% of the Private Loan debt investments were secured by first priority liens. Further, 95.1% of the Private Loan debt investments contain variable interest rates, though a majority of the investments with variable interest rates are subject to contractual minimum base interest rates between 100 and 150 basis points.

▪

3941 debt investments in 3132 LMM portfolio companies with an aggregate fair value of approximately ~~$130.0~~$129.2 million and a cost basis of approximately ~~$130.6~~$130.4 million. The LMM debt investments had a weighted average annual effective yield of approximately ~~12.2%~~11.7%, and 99.3% of the debt investments were secured by first priority liens. Also, ~~50.4%~~49.2% of the LMM debt investments are fixed rate investments with fixed interest rates between ~~5.0%~~8.0% and ~~14.0%~~15.0%. Also, 2629 LMM debt investments, representing approximately ~~49.6%~~50.8% of the LMM debt investments have variable interest rates subject to a contractual minimum base interest rate of 100 basis points.


▪	6871 equity investments and six equity warrant investments in 3031 LMM portfolio companies, 1213 Private Loan portfolio companies, ~~five~~six Middle Market portfolio companies and ~~seven~~six Other Portfolio companies with an aggregate fair value of approximately ~~$165.2~~$170.3 million and a cost basis of approximately ~~$137.2~~$143.8 million.

Overall, as of ~~June~~September 30, 2019, our investment portfolio had a weighted average effective yield on our investments of approximately ~~9.4%~~9.0%, and ~~76.4%~~76.7% of our total portfolio’s investments (including our Other Portfolio investments) were secured by first priority liens.

As of ~~June~~September 30, 2019, we had seven investments in four portfolio companies that were on non-accrual status, which comprised approximately ~~0.9%~~1.4% of our total investment portfolio at fair value and ~~1.7%~~2.0% of the total investment portfolio at cost. As of December 31, 2018, we had five investments in three portfolio companies that were on non-accrual status, which comprised approximately 0.4% of the total investment portfolio at fair value and 0.6% of the total investment portfolio at cost. For those investments in which S&P credit ratings are available, which represents approximately ~~29.5%~~27.4% of the portfolio as of ~~June~~September 30, 2019, the portfolio had a weighted average effective credit rating of B.

We utilize a rating system developed by our Sub-Adviser to rate the performance of each of our LMM portfolio companies. The investment rating system takes into consideration various factors, including each investment’s expected level of returns, collectability, comparisons to competitors and other industry participants, and the portfolio company’s future outlook.

Investment Rating 1 represents a LMM portfolio company that is performing in a manner which significantly exceeds expectations.

Investment Rating 2 represents a LMM portfolio company that, in general, is performing above expectations.

Investment Rating 3 represents a LMM portfolio company that is generally performing in accordance with expectations. All new LMM portfolio investments receive an initial Investment Rating 3.

Investment Rating 4 represents a LMM portfolio company that is underperforming expectations, requiring increased monitoring and scrutiny by us.

Investment Rating 5 represents a LMM portfolio company that is significantly underperforming, requiring heightened levels of monitoring and scrutiny by us and involves the recognition of significant unrealized depreciation on such investment.

The following table shows the distribution of our LMM portfolio investments on the 1 to 5 investment rating system of our Sub-Adviser at fair value as of ~~June~~September 30, 2019 and December 31, 2018 (dollars in thousands):


	June 30, 2019				December 31, 2018				September 30, 2019				December 31, 2018
Investment Rating	Investments at Fair Value		Percentage of Total LMM Portfolio		Investments at Fair Value		Percentage of Total LMM Portfolio		Investments at Fair Value		Percentage of Total LMM Portfolio		Investments at Fair Value		Percentage of Total LMM Portfolio
1	$	68,419	31.4	%	$	56,937	27.1	%	$	63,669	29.0	%	$	56,937	27.1	%
2	21,859		10.0		15,038		7.1		47,591		21.7		15,038		7.1
3	78,054		35.8		124,397		59.2		46,595		21.2		124,397		59.2
4	49,492		22.7		10,718		5.1		61,780		28.1		10,718		5.1
5	—		—		3,184		1.5		—		—		3,184		1.5
Total	$	217,824	99.9	%	$	210,274	100.0	%	$	219,635	100.0	%	$	210,274	100.0	%

Based upon this investment rating system, the weighted average rating of our LMM portfolio at fair value was approximately 2.5 as of both ~~June~~September 30, 2019 and December 31, 2018.

DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

RESULTS COMPARISONS FOR THE THREE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2019 AND ~~JUNE~~SEPTEMBER 30, 2018

Total Investment Income, Expenses, Net Assets

For the three months ended ~~June~~September 30, 2019 and 2018, our total investment income was approximately ~~$28.6~~$27.8 million and ~~$27.0~~$30.2 million, respectively, consisting predominately of interest income and dividend income. The ~~increase~~decrease in total investment income was primarily driven by ~~an increase~~a decrease in interest income of approximately ~~$800,000 and~~$2.6 million, offset by an increase in dividend income of approximately ~~$1.4~~$0.7 million. The ~~increase~~decrease in interest income was primarily due to ~~an increase in~~the timing of repayments and the recognition of unamortized discounts into interest income. Additionally, the weighted average annual effective yield on investments. As of June 30, 2019, our portfolio had a weighted average annual effective yield on investments of approximately 9.4% compared to 9.2% as of June 30, 2018. Such increase was largely the result of a greater concentration of higher yielding Private Loan and LMM debt investments in our portfolio ~~during the three months ended June~~decreased slightly from 9.2% as of September 30, ~~2019 compared~~2018 to ~~the three months ended June~~9.0% as of September 30, ~~2018.~~2019. The dividend income increase is primarily due to improving performance of certain of our LMM equity investments.

For the three months ended ~~June~~September 30, 2019 and 2018, we recognized ~~$161,000~~$371,000 and ~~$724,000,~~$781,000, respectively, of non-recurring fee income received from our portfolio companies or other third parties, which accounted for approximately ~~0.6%~~1.3% and ~~2.7%~~2.6%, respectively, of our total investment income during such periods. Such fee income is transaction based and typically consists of prepayment fees, structuring fees, amendment and consent fees and other non-recurring fees. As such, future fee income is generally dependent on new direct origination investments and the occurrence of prepayments and other events at existing portfolio companies resulting in such fees.

For the three months ended ~~June~~September 30, 2019 and 2018, expenses, net of internal administrative services expense waivers, were approximately ~~$14.7~~$13.9 million and ~~$12.6~~$13.1 million, respectively. The increase in expenses is primarily due to ~~increases~~an increase in incentive fees (net of ~~$1.3~~waivers) of $1.2 million, ~~and~~offset by a decrease in interest expense of ~~$514,000.~~approximately $412,000. For the three months ended ~~June~~September 30, 2019, the Advisers earned, but did not waive, a subordinated incentive fee on income of ~~$1.3~~$1.2 million, while ~~no such~~the Advisers earned, but waived in full, a subordinated incentive fee ~~was earned~~on income of $2.5 million for the three months ended ~~June~~September 30, 2018. Interest expense was ~~higher~~lower for the three months ended ~~June~~September 30, 2019 due to ~~an increase~~a decrease in the annualized interest rate on our borrowings, from approximately ~~4.7%~~4.8% as of ~~June~~September 30, 2018 to approximately ~~5.0%~~4.6% as of ~~June~~September 30, 2019.

For the three months ended ~~June~~September 30, 2019, the net increase in net assets resulting from operations (gross of stockholder distributions declared) was approximately ~~$11.8~~$5.8 million. The increase was attributable to (i) net investment income of approximately ~~$14.0~~$13.9 million ~~offset by~~and (ii) net change in unrealized ~~depreciation~~appreciation on investments of approximately ~~$2.3~~$2.9 million, offset by net realized loss on investments of approximately $11.1 million.

For the three months ended ~~June~~September 30, 2018, the net increase in net assets resulting from operations (gross of stockholder distributions declared) was approximately ~~$12.2~~$23.8 million. The increase was primarily attributable to (i) net investment income of approximately ~~$14.4~~$17.1 million ~~offset by~~and (ii) net change in unrealized ~~depreciation~~appreciation on investments of approximately ~~$1.5~~$14.9 million, ~~and~~offset by net realized loss on investments of approximately ~~$536,000.~~$8.2 million.

RESULTS COMPARISONS FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2019 AND ~~JUNE~~SEPTEMBER 30, 2018

Total Investment Income, Operating Expenses, Net Assets

For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, our total investment income was approximately ~~$57.8~~$85.6 million and ~~$51.0~~$81.1 million, respectively, consisting predominately of interest income and dividend income. The increase in total investment income was primarily driven by an increase in ~~interest~~dividend income of approximately ~~$4.9~~$3.2 million and an increase in ~~dividend~~interest income of approximately ~~$2.5~~$2.2 million. The increase in interest income was primarily due to an increase in the weighted average annual effective yield on investments. As of June 30, 2019, our portfolio had a weighted average annual effective yield on investments of approximately 9.4% compared to 9.2% as of June 30, 2018. Such increase was largely the result of a greater concentration of higher yielding Private Loan and LMM investments in our investment portfolio during the six months ended June 30, 2019 compared to the six months ended June 30, 2018. Dividend income increased primarily due to improving performance of certain of our Lower Middle Market equity investments. As of September 30, 2019 and 2018, our portfolio had a weighted average annual effective yield on investments of approximately 9.0% and 9.2%, respectively.

For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, we recognized ~~$522,000~~$893,000 and ~~$1.1~~$1.8 million, respectively, of non-recurring fee income received from our portfolio companies or other third parties, which accounted for approximately ~~0.9%~~1.0% and ~~2.1%~~2.3%, respectively, of our total investment income during such period. Such fee income is transaction based and typically consists of prepayment fees, structuring fees, amendment and consent fees and other non-recurring fees. As such, future fee income is generally dependent on new direct origination investments and the occurrence of prepayments and other events at existing portfolio companies resulting in such fees.

For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, expenses, net of internal administrative services expense waivers, were approximately ~~$30.0~~$43.9 million and ~~$24.5~~$37.6 million, respectively. The increase in expenses is primarily due to an increase in incentive fees of ~~$2.7~~$3.9 million and an increase in interest expense of ~~$2.5~~$2.1 million. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Advisers earned, but did not waive, a ~~$2.7 million~~ subordinated incentive fee on income of $3.9 million, while ~~no such~~the Advisers earned, but waived in full, a subordinated incentive fee ~~was earned~~on income of $2.5 million for the ~~six~~nine months ended ~~June~~September 30, 2018. Interest expense increased primarily due to an increase in our average borrowings of approximately ~~$25.0~~$5.8 million during the period and an increase in our cost of borrowing on the Credit Facilities. Average borrowings under the Credit Facilities were ~~$489.0~~$481.3 million for the ~~six~~nine months ended ~~June~~September 30, 2019 compared to ~~$464.0~~$475.5 million for the ~~six~~nine months ended ~~June~~September 30, 2018. As of ~~June~~September 30, 2019 and 2018, the annualized interest rate on borrowings was ~~5.0%~~4.6% and ~~4.7%~~4.8%, respectively.

For the ~~six~~nine months ended ~~June~~September 30, 2019, the net increase in net assets resulting from operations (gross of stockholder distributions declared) was approximately ~~$30.6~~$36.4 million. The increase was attributable to (i) net investment income of approximately ~~$27.8~~$41.7 million and (ii) net unrealized appreciation on investments of approximately ~~$9.7~~$12.7 million, offset by realized losses on investments of approximately ~~$6.9~~$18.0 million.

For the ~~six~~nine months ended ~~June~~September 30, 2018, the net increase in net assets resulting from operations (gross of stockholder distributions declared) was approximately ~~$27.8~~$51.6 million. The increase was attributable to (i) net investment income of approximately ~~$26.5~~$43.5 million and (ii) unrealized appreciation on investments of approximately ~~$9.1~~$24.0 million, offset by net realized losses of approximately ~~$7.8~~$15.9 million.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Overview

As of ~~June~~September 30, 2019, we had approximately ~~$20.7~~$21.1 million in cash and cash equivalents, which we held in various custodial accounts. In addition, as of ~~June~~September 30, 2019, we had $112.0 million in capacity available under the Credit Facilities, in the aggregate. To seek to enhance our returns, we intend to continue to employ leverage as market conditions permit and at the discretion of our Adviser, subject to asset coverage restrictions under the 1940 Act. See “Financial Condition, Liquidity and Capital Resources — Financing Arrangements.”

As of ~~June~~September 30, 2019, we had 4236 senior secured loan investments and four equity investments with aggregate unfunded commitments of ~~$38.4~~$39.7 million. We believe that we maintain sufficient cash and cash equivalents on hand and available borrowings to fund such unfunded commitments should the need arise.

We currently generate cash primarily from interest, dividends and fees earned on our investments, principal repayments and proceeds from the sales of our investments and the net proceeds of the issuance of shares under our distribution reinvestment plan.

Prior to investing in securities of portfolio companies, we invest the net proceeds from the issuance of shares of common stock under our distribution reinvestment plan and from sales and pay-downs of existing investments primarily in cash, cash equivalents, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, consistent with our BDC election and our election to be taxed as a RIC.

Liquidity and Capital Resources

Cash Flows

For the ~~six~~nine months ended ~~June~~September 30, 2019, we experienced a net decrease in cash and cash equivalents of approximately ~~$1.1 million.~~$687,000. During that period, approximately ~~$77.8~~$92.4 million of cash was generated from our operating activities, which principally consisted of principal repayments from and sales of investments in portfolio companies of ~~$191.5~~$280.1 million and a net increase in net assets resulting from operations of approximately ~~$30.6~~$36.4 million, offset by the purchase of new portfolio investments of ~~$138.8~~$222.6 million. During the ~~six~~nine months ended ~~June~~September 30, 2019, approximately ~~$78.9~~$93.1 million was used in financing activities, which principally consisted of a net $51.0 million decrease in borrowings under the Credit Facilities, ~~$13.0~~$19.3 million used for the redemption of our common stock and ~~$14.8~~$22.4 million in cash distributions paid to stockholders.

For the ~~six~~nine months ended ~~June~~September 30, 2018, we experienced a net ~~decrease~~increase in cash and cash equivalents of approximately ~~$8.2~~$22.1 million. During that period, approximately ~~$48.3~~$52.9 million of cash was used in our operating activities, which principally consisted of the purchase of new portfolio investments of ~~$314.3~~$476.5 million and accretion of unearned income of ~~$4.3~~$7.6 million, offset by principal repayments from and sales of investments in portfolio companies of ~~$243.1~~$386.1 million and a net increase in net assets resulting from operations of approximately ~~$27.8~~$51.6 million. During the ~~six~~nine months ended ~~June~~September 30, 2018, approximately ~~$40.2~~$30.8 million was generated from financing activities, which principally consisted of a net ~~$74.0~~$80.0 million increase in borrowings under the Credit Facilities, offset by ~~$19.6~~$27.6 million in cash used for the redemption of our common stock and ~~$14.1~~$21.3 million in cash distributions paid to stockholders.

Continuous Public Offering

With the approval of our board of directors, we closed the Offering to new investors effective September 30, 2017. During the ~~six~~nine months ended ~~June~~September 30, 2019, we raised proceeds of ~~$12.7~~$19.0 million from our distribution reinvestment plan.

During the ~~six~~nine months ended ~~June~~September 30, 2018, we raised proceeds of ~~$13.8~~$20.5 million from our distribution reinvestment plan.

Distributions

The following table reflects the cash distributions per share that we have declared on our common stock during the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 (dollars in thousands except per share amounts).


	Distributions				Distributions
	Per Share		Amount		Per Share		Amount
2019
Three months ended September 30, 2018					$	0.17	$	13,900
Three months ended June 30, 2019	$	0.18	$	13,754	$	0.18	$	13,754
Three months ended March 31, 2019	$	0.17	$	13,606	$	0.17	$	13,606
2018
Three months ended September 30, 2018					$	0.17	$	13,938
Three months ended June 30, 2018	$	0.18	$	13,855	$	0.18	$	13,855
Three months ended March 31, 2018	$	0.17	$	13,803	$	0.17	$	13,803

On ~~June 26,~~September 9, 2019, with the authorization of our board of directors, we declared distributions to our stockholders for the period of ~~July~~October 2019 through ~~September~~December 2019. These distributions have been, or will be, calculated based on stockholders of record each day from ~~July~~October 1, 2019 through ~~September 30,~~December 31, 2019 in an amount equal to $0.00191781 per share, per day. Distributions are paid on the first business day following the completion of each month to which they relate.

For the years ending December 31, 2018, 2017 and 2016, respectively, the tax characteristics of distributions paid to ~~shareholders~~stockholders were as follow (amounts in thousands):



	Year Ended December 31,
Tax Characteristics of Distributions	2018				2017				2016

Ordinary income	$	50,274	90.56	%	$	52,473	96.43	%	$	44,848	93.90	%
Capital gain distributions	5,238		9.44		1,941		3.57		2,913		6.10
Total	$	55,512	100.00	%	$	54,414	100.00	%	$	47,761	100.00	%

The determination of the tax attributes of our distributions is made annually at the end of our taxable year, based upon our taxable income for the full taxable year and distributions paid for the full taxable year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. If we had determined the tax attributes of our distributions taxable year-to-date as of ~~June~~September 30, 2019, 100% would be from our current and accumulated earnings and profits. However, there can be no certainty to stockholders that this determination is representative of what the actual tax attributes of our fiscal and taxable years ending December 31, 2019 distributions to stockholders will be. The actual tax characteristics of distributions to stockholders will be reported to the Internal Revenue Service and stockholders subject to information reporting after the close of each calendar year on Form 1099-DIV.

We have adopted an “opt in” distribution reinvestment plan for our stockholders. As a result, if we make a distribution, our stockholders will receive distributions in cash unless they specifically “opt in” to the distribution reinvestment plan so as to have their cash distributions reinvested in additional shares of our common stock.

We may fund our cash distributions from any sources of funds legally available, including stock offering proceeds, if any, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and fee waivers from our Advisers. We have not established limits on the amount of funds that we may use from legally available sources to make distributions. Our distributions may exceed our earnings. As a result, a portion of the distributions we make may represent a return of capital for U.S. federal income tax purposes.

The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of our board of directors.

In order to satisfy the Code’s requirements applicable to entities subject to tax as RICs, we are required to distribute substantially all of our taxable income to our stockholders on an annual basis. However, we may elect to spill over certain excess undistributed taxable income from one taxable year into the next taxable year, which may require us to incur a 4% nondeductible U.S. federal excise tax on such excess undistributed taxable income. In order to avoid the imposition of the 4% nondeductible excise tax, we need to distribute, in respect of each calendar year dividends for U.S. federal income tax purposes of an amount at least equal to the sum of (1) 98.0% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain in excess of capital loss, or capital gain net income, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year (or, if we so elect, for the calendar year) and (3) any net ordinary

income and capital gain net income for the preceding calendar years that was not distributed during such calendar years and on which we incurred no U.S. federal income tax.

Financing Arrangements

We anticipate that we will continue to fund our investment activities through existing cash, capital raised from our stock offerings, if any, proceeds from our dividend reinvestment plan and borrowings on the Credit Facilities. However, with the approval of our board of directors, we closed the Offering to new investors effective September 30, 2017. Our primary uses of funds in both the short-term and long-term are expected to be investments in portfolio companies, operating expenses and cash distributions to holders of our common stock.

As of ~~June~~September 30, 2019, we had $120.0 million outstanding and no availability under our TIAA Credit Facility, and $338.0 million outstanding and $112.0 million available under the Deutsche Bank Credit Facility, both of which we estimated approximated fair value. Availability under each of the Credit Facilities is subject to certain limitations and the asset coverage restrictions under the 1940 Act. For further information on our Credit Facilities, including key terms and financial covenants, refer to Note 6 — Borrowings to the consolidated financial statements included in our Annual Report on Form 10-K (as amended) for the year ended December 31, 2018 as well as Note 6 — Borrowings to the condensed consolidated financial statements included elsewhere in this Report.

As a BDC, we are able to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such incurrence or issuance. The Small Business Credit Availability Act, enacted into law in March 2018, among other things, amended the 1940 Act to reduce the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements, obtains certain approval and, in the case of unlisted BDCs, makes an offer to repurchase shares held by its stockholders as of the date of the requisite approval. Effectiveness of the reduced asset coverage requirements to a BDC requires approval by either (1) a “required majority” (as defined in Section 57(o) of the 1940 Act) of such BDC’s board of directors with effectiveness one year after the date of such approval or (2) a majority of the votes cast at a special or annual meeting of such BDC’s stockholders at which a quorum is present, which is effective the day after such stockholder approval. The Company has not requested or obtained either such approval. As of ~~June~~September 30, 2019 and December 31, 2018, our asset coverage ratio under BDC regulations was ~~237%~~235% and 223%, respectively.

Although in the past we have been able to secure access to potential additional liquidity, through proceeds from the Offering and also by entering into the Credit Facilities, there is no assurance that equity or debt capital will be available to us in the future on favorable terms, or at all.

Related Party Transactions and Agreements

We have entered into agreements with our Adviser, our Sub-Adviser and our Dealer Manager, whereby we pay certain fees and reimbursements to these entities. These included payments to our Dealer Manager for selling commissions and the Dealer Manager fee and include payments to our Adviser for reimbursement of offering costs. In addition, we make payments for certain services that include the identification, execution, and management of our investments and also the management of our day-to-day operations provided to us by our Adviser and Sub-Adviser, pursuant to various agreements that we have entered into. See Note 11 — Related Party Transactions and Arrangements to the financial statements included elsewhere in this Report for additional information regarding related party transactions.

Contractual Obligations

As of ~~June~~September 30, 2019, we had $458.0 million in borrowings outstanding under the Credit Facilities. Our TIAA Credit Facility will mature March 6, 2020, with two one-year extension options, subject to lender approval, and the Deutsche Bank Credit Facility will mature on November 20, 2022. See Note 6 — Borrowings to the financial statements included elsewhere in this Report for a description of the Credit Facilities.

A summary of our significant contractual payment obligations for the repayment of outstanding borrowings at ~~June~~September 30, 2019 is as follows:



	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⁾	$	120,000	$	120,000	$	—	$	—	$	—
Deutsche Bank Credit Facility ⁽²⁾	338,000		—		—		338,000		—
Total Credit Facilities	$	458,000	$	120,000	$	—	$	338,000	$	—


(1)	At ~~June~~September 30, 2019, we had no availability under our TIAA Credit Facility.


(2)	At ~~June~~September 30, 2019, $112.0 million remained available under the Deutsche Bank Credit Facility; however, our borrowing ability is limited to the asset coverage restrictions imposed by the 1940 Act, as discussed above.

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2019, we had a total of approximately ~~$38.4~~$39.7 million in outstanding commitments comprised of (i) 4236 commitments to fund revolving loans that had not been fully drawn or term loans that had not been funded and (ii) four capital commitments that had not been fully called. We recognized unrealized appreciation of approximately ~~$306,000~~$362,000 on our outstanding unfunded loan commitments and no unrealized appreciation or depreciation on our outstanding unfunded capital commitments during the ~~six~~nine months ended ~~June~~September 30, 2019. We reasonably believe that we maintain sufficient assets and available borrowings to adequately cover and allow us to satisfy our outstanding unfunded commitments should the need arise. AtAs of December 31, 2018, we had a total of approximately $62.5 million in outstanding commitments comprised of (i) 36 commitments to fund revolving loans that had not been fully drawn or term loans that had not been funded and (ii) four capital commitments that had not been fully called. We recognized unrealized depreciation of approximately $132,000 on our outstanding unfunded loan commitments and no unrealized appreciation or depreciation on our outstanding unfunded capital commitments during the year ended December 31, 2018. WeAs of December 31, 2018, we had equity commitments of up to $30.0 million to HMS-ORIX, which were fully funded as of ~~June~~such date. We did not have any equity commitments to HMS-ORIX as of September 30, ~~2019 and December 31, 2018.~~2019.


					Commitments and Contingencies
	Commitments and Contingencies				(dollars in thousands)
	(dollars in thousands)				September 30, 2019		December 31, 2018
	June 30, 2019		December 31, 2018
Unfunded Loan Commitments
Adams Publishing Group, LLC	$	762	$	1,735	$	762	$	1,735
Aethon United BR LP	938		—
American Nuts, LLC	281		1,266		247		1,266
Analytical Systems Keco, LLC					200		—
Apex Linen Services, Inc.	—		403		—		403
Arcus Hunting, LLC	530		904		120		904
ASC Ortho Management Company, LLC	750		750		750		750
BarFly Ventures, LLC	—		123		—		123
BBB Tank Services	40		200		—		200
BigName Holdings, LLC	29		29		—		29
Boccella Precast Products, LLC	500		500		500		500
Centre Technologies Holdings, LLC	600		—		600		—
Chamberlin HoldCo, LLC	400		400		400		400
Charps, LLC	—		1,000		—		1,000
Chisholm Energy Holdings, LLC	1,429		—		1,429		—
Clad-Rex Steel, LLC	—		100		—		100
CTVSH, PLLC	200		200		200		200
Direct Marketing Solutions, Inc.	400		400		400		400
DTE Enterprises, LLC	750		750		750		750
Dynamic Communities, LLC	250		250		250		250
Gamber-Johnson Holdings, LLC	300		300		300		300
GRT Rubber Technologies, LLC	2,393		4,125		1,526		4,125
Guerdon Modular Holdings, Inc.	284		400		284		400
Hawk Ridge Systems, LLC	—		400		350		400
HDC/HW Intermediate Holdings, Inc.	118		180		70		180
Hoover Group, Inc.	550		2,375		—		2,375
HW Temps LLC	200		200
Implus Footcare, LLC	—		44
Independent Pet Partners Intermediate Holdings, LLC	10,593		22,244
Joerns Healthcare, LLC	944		—
KMC Acquisition, LLC	500		500
Laredo Energy VI, LP	1,250		—
Market Force Information, Inc.	23		350
Meisler Operating, LLC	160		400
Mystic Logistics Holdings, LLC	200		200
New Era Technology, Inc.	—		479
NexRev, LLC	1,000		1,000


	Commitments and Contingencies				Commitments and Contingencies
	(dollars in thousands)				(dollars in thousands)
	June 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018

Hunter Defense Technologies, Inc.					$	2,105	$	—
HW Temps LLC					200		200
Implus Footcare, LLC					—		44
Independent Pet Partners Intermediate Holdings, LLC					9,357		22,244
Invincible Boat Company, LLC					1,080		—
Joerns Healthcare, LLC					—		—
KMC Acquisition, LLC					500		500
Laredo Energy VI, LP					250		—
LL Management, Inc.					1,182		—
Mac Lean-Fogg Company					313		—
Market Force Information, Inc.					9		350
Meisler Operating, LLC					400		400
Mystic Logistics Holdings, LLC					200		200
New Era Technology, Inc.					—		479
NexRev, LLC					1,000		1,000
NuStep, LLC	$	300	$	300	300		300
PaySimple, Inc.					1,017		—
SI East , LLC	2,500		2,500		2,500		2,500
Tedder Acquisition, LLC	100		180		260		180
Trantech Radiator Topco, LLC	400		—		400		—
Volusion LLC	—		1,961		—		1,961
Wireless Vision Holdings, LLC	—		693		—		693
Unfunded Capital Commitments
Brightwood Capital Fund III, LP	1,080		1,000		1,260		1,000
Brightwood Capital Fund IV, LP	3,000		8,000		1,000		8,000
Copper Trail Energy Fund I LP	2,689		1,754		3,416		1,754
Freeport Financial Funds	1,945		3,942		1,945		3,942
Total	$	38,388	$	62,537	$	37,832	$	62,537

Recent Developments and Subsequent Events

~~On July 8, 2019, we filed a tender offer statement on Schedule TO with the SEC~~No recent developments or subsequent events to commence an offer by us to purchase, as approved by our board of directors, an estimated 797,922.06 shares of our issued and outstanding common stock, par value $0.001 per share, at up to approximately $6.4 million. The offer is for cash at a purchase price equal to the NAV per share to be determined within 48 hours of the repurchase date.report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, in particular changes in interest rates. Changes in interest rates may affect our interest income from portfolio investments, the fair value of our fixed income investments, and our cost of funding.

Our interest income will be affected by changes in various interest rates, including LIBOR and prime rates, to the extent any of our debt investments include floating interest rates. We generally invest in floating rate debt instruments, meaning that the interest rate payable on such instrument resets periodically based upon changes in a specified interest rate index, typically the one-month or three-month LIBOR. As of ~~June~~September 30, 2019, approximately ~~89.5%~~89.3% of our LMM, Private Loan, and Middle Market portfolio debt investments (based on cost) contained floating interest rates. As of ~~June~~September 30, 2019, the one-month LIBOR was approximately ~~2.40%~~2.02% and the three-month LIBOR was approximately ~~2.32%~~2.09%. Many of our investments provide that the specified interest rate index on such instruments will never fall below a level, or floor, generally between 100 and 150 basis points regardless of the level of the specified index rate, which minimizes the negative impact to our interest income that would result from a decline in index rates.

In addition, any fluctuations in prevailing interest rates may affect the fair value of our fixed rate debt instruments and result in changes in unrealized gains and losses, and may also affect a net increase or decrease in net assets resulting from operations. Such changes in unrealized appreciation and depreciation will materialize into realized gains and losses if we sell our investments before their respective debt maturity dates.

Further, because we borrow money to make investments, our net investment income is partially dependent upon the difference between the interest rate at which we invest borrowed funds and the interest rate at which we borrow funds. In periods of rising interest rates and when we have borrowed capital with floating interest rates, our interest expense will increase, which will increase our financing costs and reduce our net investment income, especially to the extent we hold fixed-rate debt investments. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

The following table shows the approximate annualized increase or decrease (dollars in thousands) in the components of net investment income due to hypothetical interest rate index changes, assuming no changes in our investments and borrowings as of ~~June~~September 30, 2019.


Change in interest rates	Increase (Decrease) in Interest Income			Increase (Decrease) in Interest Expense			Net Increase (Decrease) in Net Investment Income		Increase (Decrease) in Interest Income			Increase (Decrease) in Interest Expense			Net Increase (Decrease) in Net Investment Income
Down 200 basis points	$	(10,915	)	$	(9,160	)	(1,755	)	$	(8,378	)	$	(9,160	)	782
Down 100 basis points	(8,355		)	(4,580		)	(3,775	)	(7,932		)	(4,580		)	(3,352	)
Down 50 basis points	(4,217		)	(2,290		)	(1,927	)	(4,026		)	(2,290		)	(1,736	)
Up 50 basis points	4,253			2,290			1,963		4,133			2,290			1,843
Up 100 basis points	8,506			4,580			3,926		8,266			4,580			3,686
Up 200 basis points	17,012			9,160			7,852		16,531			9,160			7,371

Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments, including borrowing under the Credit Facilities or other borrowings, that could affect net increase in net assets resulting from operations, or net income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above.

If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. As of ~~June~~September 30, 2019, we had not entered into any interest rate hedging arrangements.

Item 4. Controls and Procedures.

In accordance with the Exchange Act, Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2019 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

No change occurred in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), during the three months ended ~~June~~September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be party to certain legal proceedings, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material adverse effect upon our financial condition or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the “Risk Factors” discussed in our annual report on Form 10-K (as amended) for the year ended December 31, 2018, which could materially affect our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

Repurchases of our common stock pursuant to our tender offer are as follows:

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)

April 1, 2019 through April 30, 2019 —
$ —
—
—
May 1, 2019 through May 31, 2019 803,239.68
7.98
803,239.68
—
June 1, 2019 through June 30, 2019 —
—
—
—
Total 803,239.68
803,239.68
—



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)

July 1, 2019 through July 31, 2019	—	$	—	—	—
August 1, 2019 through August 31, 2019	—	—		—	—
September 1, 2019 through September 30, 2019	804,778.33	7.93		804,778.33	—
Total	804,778.33			804,778.33	—

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.



Exhibit No.		Description
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).

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 thereunto duly authorized.



		HMS INCOME FUND, INC.

Date:	~~August~~November 13, 2019	By:	/s/ SHERRI W. SCHUGART
			Sherri W. Schugart
			Chairman and Chief Executive Officer

Date:	~~August~~November 13, 2019	By:	/s/ DAVID M. COVINGTON
			David M. Covington
			Chief Financial Officer