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HMSI MSC Income Fund

Filed: 13 Aug 21, 3:01pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

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

MSC 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.)

1300 Post Oak Boulevard, 8th Floor
Houston, TX
(Address of principal executive offices)

77056
(Zip Code)

(713) 350-6000

(Registrant’s telephone number including area code)

n/a

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

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

Title of Each Class

  

Trading Symbol

 

Name of Each Exchange on Which
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  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company
Emerging growth company

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

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

The number of shares outstanding of the issuer’s common stock as of August 13, 2021 was 79,756,460.



MSC Income Fund, Inc.

Consolidated Balance Sheets

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

June 30, 

December 31, 

    

2021

    

2020

(unaudited)

ASSETS

 

 

  

Investments at fair value:

 

 

  

Control investments (cost: $18,165 and $18,152 as of June 30, 2021 and December 31, 2020, respectively)

$

33,841

$

33,831

Affiliate investments (cost: $150,164 and $143,740 as of June 30, 2021 and December 31, 2020, respectively)

 

170,144

 

157,690

Non‑Control/Non‑Affiliate investments (cost: $805,788 and $678,764 as of June 30, 2021 and December 31, 2020, respectively)

 

768,018

 

634,001

Total investments (cost: $974,117 and $840,656 as of June 30, 2021 and December 31, 2020, respectively)

 

972,003

 

825,522

Cash and cash equivalents

 

8,215

 

8,586

Restricted cash

40,480

Dividends and interest receivable

 

11,009

 

8,303

Receivable for investments sold

7,988

Deferred financing costs (net of accumulated amortization of $5,002 and $4,443 as of June 30, 2021 and December 31, 2020, respectively)

 

3,720

 

2,691

Prepaids and other assets

1,343

2,439

Total assets

$

1,004,278

$

888,021

LIABILITIES

 

 

Credit facilities payable

$

326,688

$

301,816

Unsecured term debt

40,000

Accounts payable and other liabilities

 

1,728

 

2,093

Interest payable

 

2,771

 

286

Dividend payable

 

9,964

 

Management fees payable

4,158

4,202

Payable for investment purchases

20,357

Total liabilities

 

405,666

 

308,397

Commitments and contingencies (Note I)

 

 

NET ASSETS

 

 

Common stock, $0.001 par value per share (150,000,000 shares authorized, 79,716,361 and 79,608,304 issued and outstanding at June 30, 2021 and December 31, 2020, respectively)

 

80

 

80

Additional paid‑in capital

 

682,829

 

682,028

Total undistributed (overdistributed) earnings

 

(84,297)

 

(102,484)

Total net assets

 

598,612

 

579,624

Total liabilities and net assets

$

1,004,278

$

888,021

NET ASSET VALUE PER SHARE

$

7.51

$

7.28

1


MSC Income Fund, Inc.

Consolidated Statements of Operations

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

(unaudited)

Three Months Ended

Six Months Ended

    

June 30, 

June 30, 

    

    

2021

    

2020

    

2021

    

2020

INVESTMENT INCOME:

 

  

 

  

 

  

 

  

 

Interest, fee and dividend income:

 

 

  

 

  

 

Control investments

$

743

$

505

$

1,343

$

1,096

Affiliate investments

 

4,446

3,913

 

8,096

 

7,453

Non‑Control/Non‑Affiliate investments

 

17,307

17,829

 

33,329

 

37,698

Total investment income

 

22,496

22,247

 

42,768

 

46,247

EXPENSES:

 

 

 

Interest

 

3,300

4,274

 

6,464

 

9,503

Base management fees

 

4,158

4,630

 

8,061

 

9,624

Internal administrative service expenses

1,040

752

2,095

1,536

Offering costs

55

89

55

177

Professional fees

250

791

808

1,500

Insurance

115

104

229

207

Board of director fees

90

121

198

223

Other general and administrative

284

234

767

475

Total expenses before fee and expense waivers

9,292

10,995

18,677

23,245

Waiver of internal administrative services expenses

 

(1,040)

(752)

 

(2,095)

 

(1,536)

Total expenses, net of fee and expense waivers

 

8,252

10,243

 

16,582

 

21,709

NET INVESTMENT INCOME

 

14,244

12,004

 

26,186

 

24,538

NET REALIZED GAIN (LOSS):

 

 

 

Control investments

 

(2,470)

 

(2,470)

 

Affiliate investments

 

(1,010)

 

 

(4,054)

Non‑Control/Non‑Affiliate investments

 

4,288

(13,318)

 

2,297

 

(13,639)

Realized loss on extinguishment of debt

(2,091)

Total net realized gain (loss)

 

1,818

(14,328)

 

(2,264)

 

(17,693)

NET UNREALIZED APPRECIATION (DEPRECIATION):

 

 

 

Control investments

 

63

(183)

 

(3)

 

(1,181)

Affiliate investments

 

5,027

1,714

 

6,030

 

(1,540)

Non‑Control/Non‑Affiliate investments

 

2,737

22,437

 

6,993

 

(68,220)

Total net change in unrealized appreciation (depreciation)

 

7,827

23,968

 

13,020

 

(70,941)

INCOME TAXES:

 

 

 

Federal and state income, excise and other taxes

 

434

19

 

830

 

95

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$

23,455

$

21,625

$

36,112

$

(64,191)

NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED

$

0.18

$

0.15

$

0.33

$

0.31

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER
SHARE—BASIC AND DILUTED

$

0.29

$

0.28

$

0.45

$

(0.81)

WEIGHTED AVERAGE SHARES
OUTSTANDING—BASIC AND DILUTED

 

79,973,441

79,016,406

 

79,791,881

 

78,811,735

2


MSC Income Fund, Inc.

Consolidated Statements of Changes in Net Assets

(dollars in thousands, except shares)

(unaudited)

Total

Common Stock

Additional

Undistributed

Number of

Par

PaidIn

(Overdistributed)

Total Net

    

Shares

    

Value

    

Capital

    

Earnings

    

Asset Value

Balances at December 31, 2019

 

78,463,377

$

78

$

675,554

$

(66,327)

$

609,305

Dividend reinvestment

 

751,240

1

5,898

5,899

Common stock repurchased

 

(791,488)

(1)

(6,093)

(6,094)

Net decrease resulting from operations

 

(85,816)

(85,816)

Dividends to stockholders

 

(13,730)

(13,730)

Balances at March 31, 2020

 

78,423,129

$

78

$

675,359

$

(165,873)

$

509,564

Dividend reinvestment

 

894,499

1

5,875

5,876

Net increase resulting from operations

 

21,625

21,625

Dividends to stockholders

 

(13,790)

(13,790)

Balances at June 30, 2020

 

79,317,628

$

79

$

681,233

$

(158,038)

$

523,275

Balances at December 31, 2020

 

79,608,304

$

80

$

682,028

$

(102,484)

$

579,624

Net increase resulting from operations

12,657

12,657

Dividends to stockholders

(7,961)

(7,961)

Balances at March 31, 2021

79,608,304

$

80

$

682,028

$

(97,788)

$

584,320

Offering of common stock

67,114

500

500

Dividend reinvestment

424,455

3,162

3,162

Common stock repurchased

(383,512)

(2,861)

(2,861)

Net increase resulting from operations

23,455

23,455

Dividends to stockholders

(9,964)

(9,964)

Balances at June 30, 2021

79,716,361

$

80

$

682,829

$

(84,297)

$

598,612

The accompanying notes are an integral part of these consolidated financial statements

3


MSC Income Fund, Inc.

Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)

Six Months Ended

June 30,

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES

Net increase (decrease) in net assets resulting from operations

$

36,112

$

(64,191)

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Investments in portfolio companies

(223,398)

(64,027)

Proceeds from sales and repayments of debt investments in portfolio companies

95,134

127,890

Net change in unrealized (appreciation) depreciation

(13,020)

70,941

Net realized loss on the sale of portfolio investments

173

17,693

Realized loss on extinguishment of debt

2,091

-

Amortization of deferred financing costs

593

715

Amortization of deferred offering costs

55

177

Accretion of unearned income

(2,096)

(3,322)

Payment-in-kind interest

(3,411)

(1,977)

Changes in other assets and liabilities:

Dividends and interest receivable

(2,706)

(82)

Receivable for investments sold

(7,988)

Prepaid and other assets

1,233

192

Payable for investments purchased

20,357

Management fees payable

(44)

4,236

Interest payable

2,485

Accounts payable and other liabilities

(366)

643

Net cash provided by (used in) operating activities

(94,796)

88,888

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from offering of common stock

500

Redemption of common stock

(2,861)

(6,094)

Payment of offering costs

(55)

(177)

Dividends paid

(4,798)

(15,843)

Repayments on Credit Facilities payable

(311,816)

(139,418)

Proceeds from Credit Facilities payable

336,688

79,326

Proceeds from unsecured term debt

40,000

Payment of deferred financing costs

(3,713)

(604)

Net cash provided by (used in) financing activities

53,945

(82,810)

Net increase (decrease) in cash, cash equivalents and restricted cash

(40,851)

6,078

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT THE BEGINNING OF THE PERIOD

49,066

21,846

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT THE END OF THE PERIOD

$

8,215

$

27,924

Supplemental cash flow disclosures:

Cash paid for interest

$

3,387

$

8,646

Cash paid for taxes

$

1,283

$

794

Non-cash financing activities:

Dividends declared and unpaid

$

9,964

$

4,571

Shares issued pursuant to the dividend reinvestment plan

$

3,162

$

11,775

The accompanying notes are an integral part of these consolidated financial statements

4


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Control Investments (5)

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTMH, LP)

(31)

38.8%

$

835

$

710

GRT Rubber Technologies LLC

December 19, 2014

Manufacturer of Engineered Rubber Products

Secured Debt

7.09% (L+7.00%)

12/31/2023

8,262

8,249

8,262

Member Units

(8)

2,896

6,435

22,120

14,684

30,382

Harris Preston Fund Investments

(12) (13)

October 1, 2017

Investment Partnership

LP Interests (2717 MH, L.P.)

(31)

49.3%

2,646

2,749

Subtotal Control Investments (5.7% of net assets at fair value)

$

18,165

$

33,841

Affiliate Investments (6)

AFG Capital Group, LLC

November 7, 2014

Provider of Rent-to-Own Financing Solutions and Services

Secured Debt

10.00%

5/25/2022

79

79

79

Preferred Member Units

46

300

1,740

379

1,819

Analytical Systems Keco Holdings, LLC

August 16, 2019

Manufacturer of Liquid and Gas Analyzers

Secured Debt

(9)

12.00% (L+10.00%, Floor 2.00%)

8/16/2024

1,271

1,203

1,203

Preferred Member Units

800

800

340

Preferred Member Units

164

164

410

Warrants

(27)

105

8/16/2029

79

-

2,246

1,953

Barfly Ventures, LLC

(10)

August 31, 2015

Casual Restaurant Group

Member Units

12

528

567

Brewer Crane Holdings, LLC

January 9, 2018

Provider of Crane Rental and Operating Services

Secured Debt

(9)

11.00% (L+10.00%, Floor 1.00%)

1/9/2023

2,077

2,062

2,062

Preferred Member Units

(8)

737

1,070

1,290

3,132

3,352

Centre Technologies Holdings, LLC

January 4, 2019

Provider of IT Hardware Services and Software Solutions

Secured Debt

(9)

12.00% (L+10.00%, Floor 2.00%)

1/4/2024

2,431

2,402

2,402

Preferred Member Units

3,174

1,460

1,460

3,862

3,862

5


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Chamberlin Holding LLC

February 26, 2018

Roofing and Waterproofing Specialty Contractor

Secured Debt

(9)

9.00% (L+8.00%, Floor 1.00%)

2/26/2023

3,454

3,413

3,454

Member Units

(8)

1,087

2,860

6,660

Member Units

(8) (30)

261,786

330

345

6,603

10,459

Charps, LLC

February 3, 2017

Pipeline Maintenance and Construction

Preferred Member Units

(8)

400

100

2,900

Clad-Rex Steel, LLC

December 20, 2016

Specialty Manufacturer of Vinyl-Clad Metal

Secured Debt

(9)

10.50% (L+9.50%, Floor 1.00%)

1/15/2024

2,620

2,613

2,613

Member Units

(8)

179

1,820

2,360

Secured Debt

(30)

10.00%

12/20/2036

274

272

272

Member Units

(30)

200

53

133

4,758

5,378

Cody Pools, Inc.

March 6, 2020

Designer of Residential and Commercial Pools

Secured Debt

(9)

12.25% (L+10.50%, Floor 1.75%)

3/6/2025

2,962

2,911

2,962

Preferred Member Units

147

2,079

5,550

4,990

8,512

Colonial Electric Company LLC

March 31, 2021

Provider of Electrical Contracting Services

Secured Debt

12.00%

3/31/2026

6,300

6,148

6,148

Preferred Member Units

4,320

1,920

1,920

8,068

8,068

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (Copper Trail Energy Fund I, LP)

(8) (31)

12.4%

2,161

1,843

Datacom, LLC

May 30, 2014

Technology and Telecommunications Provider

Secured Debt

5.00%

12/31/2025

994

900

900

Preferred Member Units

1,000

290

290

1,190

1,190

Digital Products Holdings LLC

April 1, 2018

Designer and Distributor of Consumer Electronics

Secured Debt

(9)

11.00% (L+10.00%, Floor 1.00%)

4/1/2023

4,378

4,339

4,339

Preferred Member Units

(8)

964

2,375

2,459

6,714

6,798

6


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Direct Marketing Solutions, Inc.

February 13, 2018

Provider of Omni-Channel Direct Marketing Services

Secured Debt

(9)

12.00% (L+11.00%, Floor 1.00%)

2/13/2023

3,772

3,729

3,729

Preferred Stock

2,100

2,100

4,460

5,829

8,189

Freeport Financial Funds

(12) (13)

June 13, 2013

Investment Partnership

July 31, 2015

LP Interests (Freeport First Lien Loan Fund III LP)

(8) (31)

6.0%

8,468

8,004

Gamber-Johnson Holdings, LLC

June 24, 2016

Manufacturer of Ruggedized Computer Mounting Systems

Secured Debt

(9) (17)

9.00% (L+7.00%, Floor 2.00%)

6/24/2021

5,160

5,160

5,160

Member Units

(8)

2,261

4,423

14,060

9,583

19,220

GFG Group, LLC.

March 31, 2021

Grower and Distributor of a Variety of Plants and Products to Other Wholesalers, Retailers and Garden Centers

Secured Debt

12.00%

3/31/2026

3,136

3,046

3,046

Preferred Member Units

(8)

56

1,225

1,225

4,271

4,271

Gulf Publishing Holdings, LLC

April 29, 2016

Energy Industry Focused Media and Publishing

Secured Debt

(9) (17) (19)

10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%)

9/30/2020

64

64

64

Secured Debt

(17) (19)

12.50% (6.25% Cash, 6.25% PIK)

4/29/2021

3,374

3,374

2,667

Member Units

920

920

-

4,358

2,731

Harris Preston Fund Investments

(12) (13)

August 9, 2017

Investment Partnership

LP Interests (HPEP 3, L.P.)

(31)

8.2%

3,445

4,164

Hawk Ridge Systems, LLC

(13)

December 2, 2016

Value-Added Reseller of Engineering Design and Manufacturing Solutions

Secured Debt

9.50%

12/2/2023

3,350

3,343

3,350

Preferred Member Units

(8)

56

713

2,658

Preferred Member Units

(30)

56

38

140

4,094

6,148

7


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

J&J Services, Inc.

October 31, 2019

Provider of Dumpster and Portable Toilet Rental Services

Secured Debt

11.50%

10/31/2024

3,000

2,958

3,000

Preferred Stock

703

1,771

3,260

4,729

6,260

Kickhaefer Manufacturing Company, LLC

October 31, 2018

Precision Metal Parts Manufacturing

Secured Debt

11.50%

10/31/2023

5,304

5,221

5,221

Member Units

145

3,060

3,060

Secured Debt

9.00%

10/31/2048

984

974

974

Member Units

(8) (30)

200

248

302

9,503

9,557

Market Force Information, LLC

July 28, 2017

Provider of Customer Experience Management Services

Secured Debt

(14) (19)

12.00% PIK

7/28/2023

6,520

6,463

3,317

Member Units

185,980

4,160

-

10,623

3,317

MH Corbin Holding LLC

August 31, 2015

Manufacturer and Distributor of Traffic Safety Products

Secured Debt

(19)

13.00% (10.00% Cash, 3.00% PIK)

3/31/2022

2,103

2,096

1,904

Preferred Member Units

16,500

1,100

-

Preferred Member Units

1,000

1,500

-

4,696

1,904

Mystic Logistics Holdings, LLC

August 18, 2014

Logistics and Distribution Services Provider for Large Volume Mailers

Secured Debt

12.00%

1/17/2022

1,677

1,677

1,676

Common Stock

(8)

1,468

680

1,480

2,357

3,156

NexRev LLC

February 28, 2018

Provider of Energy Efficiency Products & Services

Secured Debt

11.00%

2/28/2023

4,165

4,132

4,121

Preferred Member Units

(8)

21,600,000

1,720

820

5,852

4,941

NuStep, LLC

January 31, 2017

Designer, Manufacturer and Distributor of Fitness Equipment

Secured Debt

11.00%

1/31/2022

4,310

4,298

4,310

Preferred Member Units

102

2,550

3,090

6,848

7,400

8


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

SI East, LLC

August 31, 2018

Rigid Industrial Packaging Manufacturing

Secured Debt

8.75%

8/31/2023

9,725

9,668

9,724

Preferred Member Units

(8)

52

2,000

5,010

11,668

14,734

Tedder Industries, LLC

August 31, 2018

Manufacturer of Firearm Holsters and Accessories

Secured Debt

12.00%

8/31/2023

3,840

3,781

3,783

Preferred Member Units

120

2,034

2,034

5,815

5,817

Trantech Radiator Topco, LLC

May 31, 2019

Transformer Cooling Products and Services

Secured Debt

12.00%

5/31/2024

2,180

2,130

2,130

Common Stock

(8)

154

1,164

1,500

3,294

3,630

Subtotal Affiliate Investments (28.4% of net assets at fair value)

$

150,164

$

170,144

Non-Control Investments (7)

AAC Holdings, Inc.

(11)

June 30, 2017

Substance Abuse Treatment Service Provider

Secured Debt

(19)

18.00% (10.00% Cash, 8.00% PIK)

6/25/2025

3,491

3,164

3,387

Common Stock

593,927

3,148

2,079

Warrants

(27)

197,717

12/11/2025

-

692

6,312

6,158

Adams Publishing Group, LLC

(10)

November 19, 2015

Local Newspaper Operator

Secured Debt

(9)

8.75% (L+7.00%, Floor 1.75%)

7/3/2023

5,139

5,048

5,099

ADS Tactical, Inc.

(11)

March 7, 2017

Value-Added Logistics and Supply Chain Provider to the Defense Industry

Secured Debt

(9)

6.75% (L+5.75%, Floor 1.00%)

3/19/2026

18,990

18,622

19,133

American Nuts, LLC

(10)

April 10, 2018

Roaster, Mixer and Packager of Bulk Nuts and Seeds

Secured Debt

(9)

9.00% (L+8.00%, Floor 1.00%)

4/10/2023

12,073

11,904

12,073

American Teleconferencing Services, Ltd.

(11)

May 19, 2016

Provider of Audio Conferencing and Video Collaboration Solutions

Secured Debt

(9) (14)

7.50% (L+6.50%, Floor 1.00%)

6/8/2023

14,118

13,826

6,194

9


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Arcus Hunting LLC

(10)

January 6, 2015

Manufacturer of Bowhunting and Archery Products and Accessories

Secured Debt

(9)

11.00% (L+10.00%, Floor 1.00%)

3/31/2022

6,295

6,266

6,295

ASC Ortho Management Company, LLC

(10)

August 31, 2018

Provider of Orthopedic Services

Secured Debt

(9)

8.50% (L+7.50%, Floor 1.00%)

8/31/2023

5,140

5,095

5,133

Secured Debt

(19)

13.25% PIK

12/1/2023

2,186

2,156

2,186

7,251

7,319

ATX Networks Corp.

(11) (13) (21)

June 30, 2015

Provider of Radio Frequency Management Equipment

Secured Debt

(9) (19)

8.75% (7.25% Cash, 1.50% PIK) (1.50% PIK + L+6.25%, Floor 1.00%)

12/31/2023

13,346

13,266

12,212

BBB Tank Services, LLC

April 8, 2016

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market

Unsecured Debt

(9) (17)

12.00% (L+11.00%, Floor 1.00%)

4/8/2021

1,200

1,200

1,187

Preferred Stock (non-voting)

(8) (19)

15.00% PIK

41

-

Member Units

200,000

200

-

1,441

1,187

Berry Aviation, Inc.

(10)

July 6, 2018

Charter Airline Services

Secured Debt

(19)

12.00% (10.50% Cash, 1.5% PIK)

1/6/2024

4,653

4,616

4,653

Preferred Member Units

(8) (19) (30)

122,416

16.00% PIK

156

156

Preferred Member Units

(19) (30)

1,548,387

8.00% PIK

1,671

1,777

6,443

6,586

BigName Commerce, LLC

(10)

May 11, 2017

Provider of Envelopes and Complimentary Stationery Products

Secured Debt

(9)

8.25% (L+7.25%, Floor 1.00%)

5/11/2022

1,938

1,934

1,938

Binswanger Enterprises, LLC

(10)

March 10, 2017

Glass Repair and Installation Service Provider

Secured Debt

(9)

9.00% (L+8.00%, Floor 1.00%)

3/9/2022

12,387

12,298

12,387

Member Units

1,050,000

1,050

730

13,348

13,117

10


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Bluestem Brands, Inc.

(11)

December 19, 2013

Multi-Channel Retailer of General Merchandise

Secured Debt

(9)

10.00% (L+8.50%, Floor 1.50%)

8/28/2025

6,304

6,304

6,272

Common Stock

(8)

700,446

-

911

6,304

7,183

Boccella Precast Products LLC

June 30, 2017

Manufacturer of Precast Hollow Core Concrete

Member Units

(8)

540,000

564

1,238

Brightwood Capital Fund Investments

(12) (13)

July 21, 2014

Investment Partnership

LP Interests (Brightwood Capital Fund III, LP)

(8) (31)

1.2%

2,775

1,673

LP Interests (Brightwood Capital Fund IV, LP)

(8) (31)

0.5%

8,737

8,700

11,512

10,373

Buca C, LLC

June 30, 2015

Casual Restaurant Group

Secured Debt

(9) (17)

10.25% (L+9.25%, Floor 1.00%)

6/30/2020

13,164

13,164

9,705

Preferred Member Units

(19)

4

6.00% PIK

3,040

-

16,204

9,705

Burning Glass Intermediate Holding Company, Inc.

(10)

June 14, 2021

Provider of Skills-Based Labor Market Analytics

Secured Debt

(9)

6.00% (L+5.00%, Floor 1.00%)

6/10/2028

11,262

11,012

11,012

Cadence Aerospace LLC

(10)

November 14, 2017

Aerostructure Manufacturing

Secured Debt

(9) (19)

9.50% (4.25% Cash, 5.25% PIK) (5.25% PIK + L+3.25%, Floor 1.00%)

11/14/2023

20,168

20,042

18,887

CAI Software LLC

October 10, 2014

Provider of Specialized Enterprise Resource Planning Software

Secured Debt

12.50%

12/7/2023

7,751

7,762

7,751

Member Units

(8)

16,742

-

2,550

7,762

10,301

Camin Cargo Control, Inc.

(11)

June 14, 2021

Provider of Mission Critical Inspection, Testing and Fuel Treatment Services

Secured Debt

(9)

7.50% (L+6.50%, Floor 1.00%)

6/4/2026

8,000

7,921

7,960

Cenveo Corporation

(11)

September 4, 2015

Provider of Digital Marketing Agency Services

Common Stock

253,194

4,848

1,804

11


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Chisholm Energy Holdings, LLC

(10)

May 15, 2019

Oil & Gas Exploration & Production

Secured Debt

(9)

7.75% (L+6.25%, Floor 1.50%)

5/15/2026

2,857

2,813

2,658

Clarius BIGS, LLC

(10)

September 23, 2014

Prints & Advertising Film Financing

Secured Debt

(14) (17) (19)

15.00% PIK

1/5/2015

2,820

2,473

1

Classic H&G Holdings, LLC

March 12, 2020

Provider of Engineered Packaging Solutions

Secured Debt

10.00%

3/12/2025

4,819

4,704

4,819

Preferred Member Units

(8)

39

1,440

2,940

6,144

7,759

Clickbooth.com, LLC

(10)

December 5, 2017

Provider of Digital Advertising Performance Marketing Solutions

Secured Debt

(9)

9.50% (L+8.50%, Floor 1.00%)

1/31/2025

7,750

7,644

7,750

Construction Supply Investments, LLC

(10)

December 29, 2016

Distribution Platform of Specialty Construction Materials to Professional Concrete and Masonry Contractors

Member Units

(8)

861,618

3,335

7,525

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTEF I, LP)

375

-

103

Corel Corporation

(11) (13) (21)

July 24, 2019

Publisher of Desktop and Cloud-based Software

July 13, 2020

Secured Debt

5.14% (L+5.00%)

7/2/2026

2,330

2,239

2,335

DTE Enterprises, LLC

(10)

April 13, 2018

Industrial Powertrain Repair and Services

Secured Debt

(9)

10.00% (L+8.50%, Floor 1.50%)

4/13/2023

9,345

9,266

9,082

Class AA Preferred Member Units (non-voting)

(8) (19)

10.00% PIK

999

999

Class A Preferred Member Units

776,316

776

630

11,041

10,711

Dynamic Communities, LLC

(10)

July 17, 2018

Developer of Business Events and Online Community Groups

Secured Debt

(9) (19)

12.50% (6.25% Cash, 6.25% PIK) (L+11.50%, Floor 1.00%)

7/17/2023

5,639

5,589

5,506

12


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

EPIC Y-Grade Services, LP

(11)

June 22, 2018

NGL Transportation & Storage

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

6/30/2027

6,926

6,843

6,026

Flip Electronics LLC

(10)

January 4, 2021

Distributor of Hard-to-Find and Obsolete Electronic Components

Secured Debt

(9)

9.17% (L+8.09%, Floor 1.00%)

1/2/2026

6,000

5,880

5,880

GoWireless Holdings, Inc.

(11)

December 31, 2017

Provider of Wireless Telecommunications Carrier Services

Secured Debt

(9)

7.50% (L+6.50%, Floor 1.00%)

12/22/2024

15,487

15,413

15,503

GS Operating, LLC

(10)

February 24, 2020

Distributor of Industrial and Specialty Parts

Secured Debt

(9)

8.00% (L+6.50%, Floor 1.50%)

2/24/2025

11,000

10,760

11,000

HDC/HW Intermediate Holdings

(10)

December 21, 2018

Managed Services and Hosting Provider

Secured Debt

(9)

8.50% (L+7.50%, Floor 1.00%)

12/21/2023

1,943

1,921

1,802

Hunter Defense Technologies, Inc.

(10)

March 29, 2018

Provider of Military and Commercial Shelters and Systems

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

3/29/2023

16,102

15,974

16,102

HW Temps LLC

July 2, 2015

Temporary Staffing Solutions

Secured Debt

8.00%

3/29/2023

1,991

1,988

1,924

Hybrid Promotions, LLC

(10)

June 30, 2021

Wholesaler of Licensed, Branded and Private Label Apparel

Secured Debt

(9)

9.25% (L+8.25%, Floor 1.00%)

6/30/2026

7,875

7,718

7,718

Hyperion Materials & Technologies, Inc.

(11) (13) (21)

September 12, 2019

Manufacturer of Cutting and Machine Tools & Specialty Polishing Compounds

Secured Debt

(9)

6.50% (L+5.50%, Floor 1.00%)

8/28/2026

7,388

7,271

7,390

Implus Footcare, LLC

(10)

June 1, 2017

Provider of Footwear and Related Accessories

Secured Debt

(9)

8.75% (L+7.75%, Floor 1.00%)

4/30/2024

17,178

17,163

16,055

Independent Pet Partners Intermediate Holdings, LLC

(10)

November 20, 2018

Omnichannel Retailer of Specialty Pet Products

Secured Debt

(19)

6.00% PIK

11/20/2023

10,104

9,318

9,318

13


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Preferred Stock (non-voting)

2,470

2,620

Preferred Stock (non-voting)

-

-

Member Units

1,191,667

1,192

-

12,980

11,938

Industrial Services Acquisition, LLC

(10)

June 17, 2016

Industrial Cleaning Services

Unsecured Debt

(19)

12.00% (11.25% Cash, 0.75% PIK)

12/17/2022

13,352

13,336

13,352

Preferred Member Units

(8) (19) (30)

336

10.00% PIK

270

347

Preferred Member Units

(8) (19) (30)

187

20.00% PIK

177

205

Member Units

(30)

2,100

2,100

1,610

15,883

15,514

Interface Security Systems, L.L.C

(10)

August 7, 2019

Commercial Security & Alarm Services

Secured Debt

(9) (19)

9.75% (8.75% Cash, 1.00% PIK) (1.00% PIK + L+7.00%, Floor 1.75%)

8/7/2023

7,296

7,215

7,296

Intermedia Holdings, Inc.

(11)

August 3, 2018

Unified Communications as a Service

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

7/19/2025

9,949

9,927

9,949

Invincible Boat Company, LLC.

(10)

August 28, 2019

Manufacturer of Sport Fishing Boats

Secured Debt

(9)

8.00% (L+6.50%, Floor 1.50%)

8/28/2025

18,598

18,428

18,598

INW Manufacturing, LLC

(11)

May 19, 2021

Manufacturer of Nutrition and Wellness Products

Secured Debt

(9)

6.50% (L+5.75%, Floor 0.75%)

3/25/2027

7,453

7,233

7,304

Isagenix International, LLC

(11)

June 21, 2018

Direct Marketer of Health & Wellness Products

Secured Debt

(9)

6.75% (L+5.75%, Floor 1.00%)

6/14/2025

5,365

5,331

4,404

Jackmont Hospitality, Inc.

(10)

May 26, 2015

Franchisee of Casual Dining Restaurants

Secured Debt

(9)

7.75% (L+6.75%, Floor 1.00%)

7/30/2021

7,802

7,802

6,395

Joerns Healthcare, LLC

(11)

April 3, 2013

Manufacturer and Distributor of Health Care Equipment & Supplies

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

8/21/2024

3,336

3,299

3,110

Common Stock

392,514

3,678

1,350

6,977

4,460

14


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Kemp Technologies Inc.

(10)

June 27, 2019

Provider of Application Delivery Controllers

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

3/29/2024

7,350

7,258

7,350

Knight Energy Services LLC

(11)

November 14, 2018

Oil and Gas Equipment & Services

Secured Debt

(17) (19)

8.50% PIK

2/9/2024

941

941

656

Common Stock

25,692

1,843

-

2,784

656

Kore Wireless Group Inc.

(11)

December 31, 2018

Mission Critical Software Platform

Secured Debt

5.65% (L+5.50%)

12/20/2024

5,969

5,951

5,969

Larchmont Resources, LLC

(11)

August 13, 2013

Oil & Gas Exploration & Production

Secured Debt

(9)

9.00% (L+8.00%, Floor 1.00%)

8/9/2021

3,715

3,727

1,672

Member Units

(30)

4,806

601

192

4,328

1,864

Laredo Energy VI, LP

(10)

January 15, 2019

Oil & Gas Exploration & Production

Member Units

1,155,952

11,560

9,771

Lightbox Holdings, L.P.

(11)

May 23, 2019

Provider of Commercial Real Estate Software

Secured Debt

5.15% (L+5.00%)

5/9/2026

5,916

5,855

5,887

LL Management, Inc.

(10)

May 2, 2019

Medical Transportation Service Provider

Secured Debt

(9)

8.25% (L+7.25%, Floor 1.00%)

9/25/2023

14,407

14,311

14,407

Logix Acquisition Company, LLC

(10)

June 24, 2016

Competitive Local Exchange Carrier

Secured Debt

(9)

6.75% (L+5.75%, Floor 1.00%)

12/22/2024

12,552

12,499

11,987

Lulu's Fashion Lounge, LLC

(10)

August 31, 2017

Fast Fashion E-Commerce Retailer

Secured Debt

(9) (19)

10.50% (8.00% Cash, 2.50% PIK) (2.50% PIK + L+7.00%, Floor 1.00%)

8/28/2022

5,437

5,379

4,648

Lynx FBO Operating LLC

(10)

September 30, 2019

Fixed Based Operator in the General Aviation Industry

Secured Debt

(9)

7.25% (L+5.75%, Floor 1.50%)

9/30/2024

14,305

14,091

14,305

Member Units

3,704

500

594

14,591

14,899

15


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Mac Lean-Fogg Company

(10)

April 22, 2019

Manufacturer and Supplier for Auto and Power Markets

Secured Debt

(9)

5.38% (L+4.75%, Floor 0.625%)

12/22/2025

7,339

7,299

7,339

Preferred Stock

(19)

13.75% (4.50% Cash, 9.25% PIK)

771

771

8,070

8,110

Mako Steel, LP

(10)

March 15, 2021

Self-Storage Design & Construction

Secured Debt

(9)

8.00% (L+7.25%, Floor 0.75%)

3/13/2026

19,469

19,061

19,061

MB2 Dental Solutions, LLC

(11)

January 28, 2021

Dental Partnership Organization

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

1/29/2027

8,653

8,481

8,481

Mills Fleet Farm Group, LLC

(10)

October 24, 2018

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

10/24/2024

15,088

14,841

15,082

NinjaTrader, LLC

(10)

December 18, 2019

Operator of Futures Trading Platform

Secured Debt

(9)

8.25% (L+6.75%, Floor 1.50%)

12/18/2024

16,875

16,559

16,831

NNE Partners, LLC

(10)

March 2, 2017

Oil & Gas Exploration & Production

Secured Debt

(19)

9.38% (4.88% Cash, 4.50% PIK) (4.50% PIK + L+4.75%)

12/31/2023

21,121

21,087

19,563

Novetta Solutions, LLC

(11)

June 21, 2017

Provider of Advanced Analytics Solutions for Defense Agencies

Secured Debt

(9)

6.00% (L+5.00%, Floor 1.00%)

10/17/2022

14,591

14,471

14,609

Secured Debt

(9)

9.50% (L+8.50%, Floor 1.00%)

10/16/2023

880

880

882

15,351

15,491

NTM Acquisition Corp.

(11)

July 12, 2016

Provider of B2B Travel Information Content

Secured Debt

(9) (19)

8.25% (7.25% Cash, 1.00% PIK) (1.00%PIK + L+6.25%, Floor 1.00%)

6/7/2024

4,303

4,293

4,195

NWN Corporation

(10)

May 7, 2021

Value Added Reseller and Provider of Managed Services to a Diverse Set of Industries

Secured Debt

(9)

7.50% (L+6.50%, Floor 1.00%)

5/7/2026

21,457

20,934

20,934

16


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

PaySimple, Inc.

(10)

September 9, 2019

Leading Technology Services Commerce Platform

Secured Debt

5.61% (L+5.50%)

8/23/2025

7,481

7,481

7,444

RA Outdoors LLC

(10)

April 8, 2021

Software Solutions Provider for Outdoor Activity Management

Secured Debt

(9)

7.75% (L+6.75%, Floor 1.00%)

4/8/2026

18,765

18,573

18,573

Research Now Group, Inc. and Survey Sampling International, LLC

(11)

December 31, 2017

Provider of Outsourced Online Surveying

Secured Debt

(9)

6.50% (L+5.50%, Floor 1.00%)

12/20/2024

9,948

9,948

9,857

RM Bidder, LLC

(10)

November 12, 2015

Scripted and Unscripted TV and Digital Programming Provider

Member Units

1,854

31

23

Warrants

(26)

10/20/2025

284

-

315

23

Rug Doctor, LLC.

(10)

June 30, 2021

Carpet Cleaning Products and Machinery

Secured Debt

(9)

6.25% (L+5.25%, Floor 1.00%)

5/16/2022

10,945

10,726

10,726

Salient Partners L.P.

(11)

June 25, 2015

Provider of Asset Management Services

Secured Debt

(9) (14)

7.00% (L+6.00%, Floor 1.00%)

8/31/2021

6,251

6,292

2,607

Savers, Inc.

(11)

May 14, 2021

For-Profit Thrift Retailer

Secured Debt

(9)

6.50% (L+5.75%, Floor 0.75%)

4/26/2028

12,900

12,773

13,051

Signal Peak CLO 7, Ltd. (Mariner)

(12) (13)

May 8, 2019

Structured Finance

Subordinated Structured Notes

(16)

12.00%

4/30/2032

25,935

21,226

18,879

Slick Innovations, LLC

September 13, 2018

Text Message Marketing Platform

Secured Debt

12.00%

9/13/2023

1,350

1,199

1,350

Common Stock

17,500

175

380

Warrants

(27)

4,521

9/13/2028

45

100

1,419

1,830

Student Resource Center, LLC

(10)

June 25, 2021

Higher Education Services

Secured Debt

(9)

9.00% (L+8.00%, Floor 1.00%)

6/25/2026

12,500

12,234

12,234

Team Public Choices, LLC

(11)

October 28, 2019

Home-Based Care Employment Service Provider

Secured Debt

(9)

6.00% (L+5.00%, Floor 1.00%)

12/18/2027

3,990

3,960

3,970

17


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

The Pasha Group

(11)

February 2, 2018

Diversified Logistics and Transportation Provided

Secured Debt

(9)

9.00% (L+8.00%, Floor 1.00%)

1/26/2023

7,007

6,931

6,955

Time Manufacturing Acquisition LLC

(11)

February 24, 2021

Manufacturer and Distributor of Utility Equipment

Secured Debt

(9)

6.00% (L+5.00%, Floor 1.00%)

2/3/2023

1,476

1,473

1,481

U.S. TelePacific Corp.

(11)

May 17, 2017

Provider of Communications and Managed Services

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

5/2/2023

12,500

12,364

11,564

USA DeBusk LLC

(10)

October 22, 2019

Provider of Industrial Cleaning Services

Secured Debt

(9)

6.75% (L+5.75%, Floor 1.00%)

10/22/2024

16,548

16,321

16,548

Vida Capital, Inc

(11)

October 10, 2019

Alternative Asset Manager

Secured Debt

6.10% (L+6.00%)

10/1/2026

7,031

6,949

6,785

Vistar Media, Inc.

(10)

February 17, 2017

Operator of Digital Out-of-Home Advertising Platform

Secured Debt

(9)

12.00% (L+10.00%, Floor 2.00%)

4/3/2023

4,652

4,561

4,652

Preferred Stock

70,207

767

1,273

Warrants

(25)

69,675

4/3/2029

-

1,290

5,328

7,215

Volusion, LLC

January 26, 2015

Provider of Online Software-as-a-Service eCommerce Solutions

Secured Debt

(17)

11.50%

1/26/2020

8,672

8,663

8,672

Unsecured Convertible Debt

8.00%

11/16/2023

175

175

175

Preferred Member Units

2,090,001

6,000

2,570

Warrants

(27)

784,867

1/26/2025

1,104

-

15,942

11,417

18


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

YS Garments, LLC

(11)

August 22, 2018

Designer and Provider of Branded Activewear

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

8/9/2024

6,564

6,525

6,293

Subtotal Non-Control/Non-Affiliate Investments (128.3% of net assets at fair value)

$

805,788

$

768,018

Total Portfolio Investments, June 30, 2021 (162.4% of net assets at fair value)

$

974,117

$

972,003

Short Term Investments (34)

USBank Money Market Account (35)

$

5,363

$

5,363

Total Short Term Investments

$

5,363

$

5,363

(1)

All investments are Lower Middle Market portfolio investments, unless otherwise noted. See Note C for a description of Lower Middle Market portfolio investments. All of the Company’s investments, unless otherwise noted, are encumbered either as security for one of the Company’s Credit Facilities.

(2)

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

(3)

See Note C and Schedule 12-14 for a summary of geographic location of portfolio companies.

(4)

Principal is net of repayments. Cost is net of repayments and accumulated unearned income.

(5)

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.

(6)

Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% (inclusive) of the voting securities are owned and the investments are not classified as Control investments.

(7)

Non-Control/Non-Affiliate investments are defined by the 1940 Act as investments that are neither Control investments nor Affiliate investments.

(8)

Income producing through dividends or distributions.

(9)

Index based floating interest rate is subject to contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at June 30, 2021. As noted in this schedule, 82% of the loans (based on the par amount) contain LIBOR floors which range between 0.63% and 2.00%, with a weighted-average LIBOR floor of approximately 1.08%.

(10)

Private Loan portfolio investment. See Note C for a description of Private Loan portfolio investments.

(11)

Middle Market portfolio investment. See Note C for a description of Middle Market portfolio investments.

(12)

Other Portfolio investment. See Note C for a description of Other Portfolio investments.

(13)

Investment is not a qualifying asset as defined under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets.

(14)

Non-accrual and non-income producing investment.

(15)

All of the Company’s portfolio investments are generally subject to restrictions on resale as “restricted securities.”

(16)

Our CLO equity position is entitled to recurring distributions which are generally equal to the remaining cash flow of payments made by underlying assets less contractual payments to debt holders and CLO expenses. The effective yield is estimated based upon the current projection of the amount and timing of these recurring distributions in

19


Table of Contents

MSC Income Fund, Inc.

Consolidated Schedule of Investments (Continued)

June 30, 2021

(dollars in thousands)

(unaudited)

addition to the estimated amount of terminal principal payment. We monitor the anticipated cash flows from our CLO equity position and adjust our effective yield periodically as needed on a prospective basis. The estimated yield and investment cost may ultimately not be realized.

(17)

Maturity date is under on-going negotiations with the portfolio company and other lenders, if applicable.

(18)

Investment fair value was determined using significant unobservable inputs, unless otherwise noted. See Note C for further discussion.

(19)

PIK interest income and cumulative dividend income represent income not paid currently in cash.

(20)

All portfolio company headquarters are based in the United States, unless otherwise noted.

(21)

Portfolio company headquarters are located outside of the United States.

(22)

Not used

(23)

Not used

(24)

Investment date represents the date of initial investment in the portfolio company.

(25)

Warrants are presented in equivalent shares with a strike price of $10.92 per share.

(26)

Warrants are presented in equivalent units with a strike price of $14.28 per unit.

(27)

Warrants are presented in equivalent shares/units with a strike price of $0.01 per share/unit.

(28)

Not used

(29)

Not used

(30)

Shares/Units represent ownership in an underlying Real Estate or HoldCo entity.

(31)

Investment is not unitized. Presentation is made in percent of fully diluted ownership unless otherwise indicated.

(32)

Not used

(33)

Not used

(34)

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. These short term investments are included as Cash and cash equivalents.

(35)

Effective yield as of June 30, 2021 was approximately 0.05% at US Bank Money Market Account

20


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Control Investments (5)

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTMH, LP)

(31)

38.8%

$

872

$

747

GRT Rubber Technologies LLC ("GRT")

December 19, 2014

Manufacturer of Engineered Rubber Products

Secured Debt

7.15% (L+7.00%)

12/31/2023

$

8,262

8,246

8,262

Member Units

(8)

2,896

6,435

22,120

14,681

30,382

Harris Preston Fund Investments

(12) (13)

October 1, 2017

Investment Partnership

LP Interests (2717 MH, L.P.)

(31)

49.3%

2,599

2,702

Subtotal Control Investments (5.8% of net assets at fair value)

$

18,152

$

33,831

Affiliate Investments (6)

AFG Capital Group, LLC

November 7, 2014

Provider of Rent-to-Own Financing Solutions and Services

Secured Debt

10.00%

5/25/2022

123

123

123

Preferred Member Units

46

300

1,450

423

1,573

Analytical Systems Keco, LLC

August 16, 2019

Manufacturer of Liquid and Gas Analyzers

Secured Debt

(9)

12.00% (L+10.00%, Floor 2.00%)

8/16/2024

1,289

1,180

1,180

Preferred Member Units

800

800

800

Warrants

(27)

105

8/16/2029

79

-

2,059

1,980

Brewer Crane Holdings, LLC

January 9, 2018

Provider of Crane Rental and Operating Services

Secured Debt

(9)

11.00% (L+10.00%, Floor 1.00%)

1/9/2023

2,139

2,119

2,119

Preferred Member Units

(8)

737

1,070

1,460

3,189

3,579

Centre Technologies Holdings, LLC

January 4, 2019

Provider of IT Hardware Services and Software Solutions

Secured Debt

(9)

12.00% (L+10.00%, Floor 2.00%)

1/4/2024

2,907

2,868

2,868

Preferred Member Units

3,174

1,460

1,540

4,328

4,408

21


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Chamberlin Holding LLC

February 26, 2018

Roofing and Waterproofing Specialty Contractor

Secured Debt

(9)

9.00% (L+8.00%, Floor 1.00%)

2/26/2023

3,803

3,745

3,803

Member Units

(8)

1,087

2,860

7,020

Member Units

(8) (30)

1

330

318

6,935

11,141

Charlotte Russe, Inc

(11)

May 28, 2013

Fast-Fashion Retailer to Young Women

Common Stock

14,973

2,470

-

Charps, LLC

February 3, 2017

Pipeline Maintenance and Construction

Secured Debt

15.00%

6/5/2022

167

167

167

Preferred Member Units

(8)

400

100

2,630

267

2,797

Clad-Rex Steel, LLC

December 20, 2016

Specialty Manufacturer of Vinyl-Clad Metal

Secured Debt

(9)

10.50% (L+9.50%, Floor 1.00%)

12/20/2021

2,720

2,706

2,706

Member Units

(8)

179

1,820

2,153

Secured Debt

(30)

10.00%

12/20/2036

278

275

275

Member Units

(30)

200

53

132

4,854

5,266

Cody Pools, Inc.

March 6, 2020

Designer of Residential and Commercial Pools

Secured Debt

(9)

12.25% (L+10.50%, Floor 1.75%)

3/6/2025

3,554

3,488

3,554

Preferred Member Units

147

2,079

3,740

5,567

7,294

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (Copper Trail Energy Fund I, LP)

(8) (31)

12.4%

2,161

1,782

Digital Products Holdings LLC

April 1, 2018

Designer and Distributor of Consumer Electronics

Secured Debt

(9)

11.00% (L+10.00%, Floor 1.00%)

4/1/2023

4,543

4,493

4,493

Preferred Member Units

(8)

964

2,375

2,459

6,868

6,952

Direct Marketing Solutions, Inc.

February 13, 2018

Provider of Omni-Channel Direct Marketing Services

Secured Debt

(9)

12.00% (L+11.00%, Floor 1.00%)

2/13/2023

3,772

3,717

3,717

Preferred Stock

2,100

2,100

4,840

5,817

8,557

22


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Freeport Financial Funds

(12) (13)

July 31, 2015

Investment Partnership

LP Interests (Freeport First Lien Loan Fund III LP)

(8) (31)

6.0%

10,785

10,321

Gamber-Johnson Holdings, LLC ("GJH")

June 24, 2016

Manufacturer of Ruggedized Computer Mounting Systems

Secured Debt

(9)

9.00% (L+7.00%, Floor 2.00%)

6/24/2021

4,960

4,935

4,960

Member Units

(8)

9,042

3,711

13,120

8,646

18,080

Gulf Publishing Holdings, LLC

April 29, 2016

Energy Industry Focused Media and Publishing

Secured Debt

(9) (17) (19)

10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%)

9/30/2020

63

63

63

Secured Debt

(19)

12.50% (6.25% Cash, 6.25% PIK)

4/29/2021

3,269

3,264

2,988

Member Units

920

920

-

4,247

3,051

Harris Preston Fund Investments

(12) (13)

August 9, 2017

Investment Partnership

LP Interests (HPEP 3, L.P.)

(31)

8.2%

3,071

3,258

Hawk Ridge Systems, LLC

(13)

December 2, 2016

Value-Added Reseller of Engineering Design and Manufacturing Solutions

Secured Debt

11.00%

12/2/2023

3,350

3,335

3,350

Preferred Member Units

(8)

56

713

2,008

Preferred Member Units

(30)

56

38

105

4,086

5,463

J&J Services, Inc.

October 31, 2019

Provider of Dumpster and Portable Toilet Rental Services

Secured Debt

11.50%

10/31/2024

3,200

3,150

3,200

Preferred Stock

695

1,771

3,170

4,921

6,370

Kickhaefer Manufacturing Company, LLC

October 31, 2018

Precision Metal Parts Manufacturing

Secured Debt

11.50%

10/31/2023

5,604

5,500

5,500

Member Units

145

3,060

3,060

Secured Debt

9.00%

10/31/2048

988

978

978

Member Units

(8) (30)

200

248

290

9,786

9,828

23


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Market Force Information, LLC

July 28, 2017

Provider of Customer Experience Management Services

Secured Debt

(14) (19)

12.00% PIK

7/28/2023

6,520

6,463

3,391

Member Units

185,980

4,160

-

10,623

3,391

MH Corbin Holding LLC

August 31, 2015

Manufacturer and Distributor of Traffic Safety Products

Secured Debt

(19)

13.00% (10.00% Cash, 3.00% PIK)

3/31/2022

2,143

2,131

2,070

Preferred Member Units

16,500

1,100

590

Preferred Member Units

1,000

1,500

-

4,731

2,660

Mystic Logistics Holdings, LLC

August 18, 2014

Logistics and Distribution Services Provider for Large Volume Mailers

Secured Debt

12.00%

1/17/2022

1,683

1,682

1,682

Common Stock

(8)

1,468

680

2,248

2,362

3,930

NexRev LLC

February 28, 2018

Provider of Energy Efficiency Products & Services

Secured Debt

11.00%

2/28/2023

4,274

4,231

4,177

Preferred Member Units

(8)

21,600,000

1,720

370

5,951

4,547

NuStep, LLC

January 31, 2017

Designer, Manufacturer and Distributor of Fitness Equipment

Secured Debt

12.00%

1/31/2022

4,310

4,288

4,288

Preferred Member Units

102

2,550

2,700

6,838

6,988

Project BarFly, LLC

(10)

August 31, 2015

Casual Restaurant Group

Member Units

12

���

528

528

SI East, LLC

August 31, 2018

Rigid Industrial Packaging Manufacturing

Secured Debt

9.50%

8/31/2023

10,988

10,884

10,986

Preferred Member Units

(8)

52

2,000

3,260

12,884

14,246

Tedder Industries, LLC

August 31, 2018

Manufacturer of Firearm
Holsters and Accessories

Secured Debt

12.00%

8/31/2023

4,100

4,023

4,025

Preferred Member Units

120

2,034

2,034

6,057

6,059

24


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Trantech Radiator Topco, LLC

May 31, 2019

Transformer Cooling Products and Services

Secured Debt

12.00%

5/31/2024

2,180

2,122

2,131

Common Stock

(8)

154

1,164

1,510

3,286

3,641

Subtotal Affiliate Investments (27.2% of net assets at fair value)

$

143,740

$

157,690

Non-Control/Non-Affiliate Investments (7)

AAC Holdings, Inc.

(11)

June 30, 2017

Substance Abuse Treatment Service Provider

Secured Debt

(19)

18.00% (10.00% Cash, 8.00% PIK)

6/25/2025

3,354

2,998

2,998

Common Stock

593,927

3,148

3,148

Warrants

(27)

197,717

12/11/2025

-

1,048

6,146

7,194

Adams Publishing Group, LLC

(10)

November 19, 2015

Local Newspaper Operator

Secured Debt

(9)

8.75% (L+7.00%, Floor 1.75%)

7/3/2023

5,863

5,742

5,813

ADS Tactical, Inc.

(10)

March 7, 2017

Value-Added Logistics and Supply Chain Provider to the Defense Industry

Secured Debt

(9)

7.00% (L+6.25%, Floor 0.75%)

7/26/2023

15,659

15,700

15,659

Aethon United BR LP

(10)

September 8, 2017

Oil & Gas Exploration & Production

Secured Debt

(9)

7.75% (L+6.75%, Floor 1.00%)

9/8/2023

7,000

6,938

6,852

American Nuts, LLC

(10)

April 10, 2018

Roaster, Mixer and Packager of Bulk Nuts and Seeds

Secured Debt

(9)

9.00% (L+8.00%, Floor 1.00%)

4/10/2023

12,128

11,916

12,109

American Teleconferencing Services, Ltd.

(11)

May 19, 2016

Provider of Audio Conferencing and Video Collaboration Solutions

Secured Debt

(9)

7.50% (L+6.50%, Floor 1.00%)

6/8/2023

14,125

13,803

6,568

American Trailer Rental Group LLC

June 7, 2017

Provider of Short-term Trailer and Container Rental

Member Units

(30)

18,373

2,149

4,000

APTIM Corp.

(11)

August 17, 2018

Engineering, Construction & Procurement

Secured Debt

7.75%

6/15/2025

6,952

6,356

5,434

25


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Arcus Hunting LLC

(10)

January 6, 2015

Manufacturer of Bowhunting and Archery Products and Accessories

Secured Debt

(9)

11.00% (L+10.00%, Floor 1.00%)

3/31/2021

5,504

5,455

5,504

ASC Ortho Management Company, LLC

(10)

August 31, 2018

Provider of Orthopedic Services

Secured Debt

(9)

8.50% (L+7.50%, Floor 1.00%)

8/31/2023

5,206

5,151

5,149

Secured Debt

(19)

13.25% PIK

12/1/2023

2,047

2,011

2,047

7,162

7,196

ATX Networks Corp.

(11) (13) (21)

June 30, 2015

Provider of Radio Frequency Management Equipment

Secured Debt

(9) (19)

8.75% (7.25% Cash, 1.50% PIK) (1.50% PIK + L+6.25%, Floor 1.00%)

12/31/2023

13,435

13,338

12,293

BBB Tank Services, LLC

April 8, 2016

Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market

Unsecured Debt

(9)

12.00% (L+11.00%, Floor 1.00%)

4/8/2021

1,200

1,200

1,177

Preferred Stock (non-voting)

(8) (19)

15.00% PIK

38

38

Member Units

200,000

200

70

1,438

1,285

Berry Aviation, Inc.

(10)

July 6, 2018

Charter Airline Services

Secured Debt

(19)

12.00% (10.50% Cash, 1.5% PIK)

1/6/2024

4,618

4,575

4,618

Preferred Member Units

(8) (19) (30)

122,416

16.00% PIK

143

143

Preferred Member Units

(19) (30)

1,548,387

8.00% PIK

1,548

904

6,266

5,665

BigName Commerce, LLC

(10)

May 11, 2017

Provider of Envelopes and Complimentary Stationery Products

Secured Debt

(9)

8.25% (L+7.25%, Floor 1.00%)

5/11/2022

2,037

2,030

2,004

Binswanger Enterprises, LLC

(10)

March 10, 2017

Glass Repair and Installation Service Provider

Secured Debt

(9)

9.50% (L+8.50%, Floor 1.00%)

3/9/2022

12,958

12,801

12,958

Member Units

1,050,000

1,050

670

13,851

13,628

26


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

BLST Operating Company, LLC.

(11)

December 19, 2013

Multi-Channel Retailer of General Merchandise

Secured Debt

(9)

10.00% (L+8.50%, Floor 1.50%)

8/28/2025

6,304

6,304

6,304

Common Stock

700

-

-

6,304

6,304

Boccella Precast Products LLC

June 30, 2017

Manufacturer of Precast Hollow Core Concrete

Member Units

(8)

564,000

564

1,510

Brightwood Capital Fund Investments

(12) (13)

July 21, 2014

Investment Partnership

LP Interests (Brightwood Capital Fund III, LP)

(8) (31)

1.2%

3,695

2,867

LP Interests (Brightwood Capital Fund IV, LP)

(8) (31)

0.5%

10,037

9,490

13,732

12,357

Buca C, LLC

June 30, 2015

Casual Restaurant Group

Secured Debt

(9) (17)

10.25% (L+9.25%, Floor 1.00%)

6/30/2020

12,670

12,670

9,504

Preferred Member Units

(8) (19)

4

6.00% PIK

3,040

-

15,710

9,504

Cadence Aerospace LLC

(10)

November 14, 2017

Aerostructure Manufacturing

Secured Debt

(9) (19)

9.50% (4.25% Cash, 5.25% PIK) (5.25% PIK + L+3.25%, Floor 1.00%)

11/14/2023

19,687

19,538

18,732

CAI Software LLC

October 10, 2014

Provider of Specialized Enterprise Resource Planning Software

Secured Debt

12.50%

12/7/2023

2,086

2,101

2,086

Member Units

(8)

16,742

188

1,510

2,289

3,596

Cenveo Corporation

(11)

September 4, 2015

Provider of Digital Marketing Agency Services

Secured Debt

(9)

10.50% (L+9.50%, Floor 1.00%)

6/7/2023

4,117

3,929

3,849

Common Stock

138,889

4,163

2,049

8,092

5,898

Chisholm Energy Holdings, LLC

(10)

May 15, 2019

Oil & Gas Exploration & Production

Secured Debt

(9)

7.75% (L+6.25%, Floor 1.50%)

5/15/2026

3,571

3,512

3,274

Clarius BIGS, LLC

(10)

September 23, 2014

Prints & Advertising Film Financing

Secured Debt

(14) (17) (19)

15.00% PIK

1/5/2015

2,849

2,498

31

27


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Classic H&G Holdings, LLC

March 12, 2020

Provider of Engineered Packaging Solutions

Secured Debt

12.00%

3/12/2025

6,200

6,033

6,200

Preferred Member Units

(8)

39

1,440

2,380

7,473

8,580

Clickbooth.com, LLC

(10)

December 5, 2017

Provider of Digital Advertising Performance Marketing Solutions

Secured Debt

(9)

9.50% (L+8.50%, Floor 1.00%)

1/31/2025

7,850

7,731

7,850

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTEF I, LP)

375

-

67

Corel Corporation

(11) (13) (21)

July 13, 2020

Publisher of Desktop and Cloud-based Software

Secured Debt

5.23% (L+5.00%)

7/2/2026

1,962

1,866

1,934

Datacom, LLC

May 30, 2014

Technology and Telecommunications Provider

Secured Debt

(14)

8.00%

5/31/2021

200

200

179

Secured Debt

(14) (19)

10.50% PIK

5/31/2021

1,376

1,369

1,159

Class A Preferred Member Units

-

144

-

Class B Preferred Member Units

717

670

-

2,383

1,338

Digital River, Inc.

(11)

February 24, 2015

Provider of Outsourced e-Commerce Solutions and Services

Secured Debt

(9)

8.00% (L+7.00%, Floor 1.00%)

2/12/2023

8,377

8,344

8,335

DTE Enterprises, LLC

(10)

April 13, 2018

Industrial Powertrain Repair and Services

Secured Debt

(9)

10.00% (L+8.50%, Floor 1.50%)

4/13/2023

9,324

9,225

9,011

Class AA Preferred Member Units (non-voting)

(8) (19)

10.00% PIK

951

951

Class A Preferred Member Units

776,316

776

880

10,952

10,842

Dynamic Communities, LLC

(10)

July 17, 2018

Developer of Business Events and Online Community Groups

Secured Debt

(9) (19)

12.50% (6.25% Cash, 6.25% PIK) (L+11.50%, Floor 1.00%)

7/17/2023

5,425

5,364

5,020

28


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

EPIC Y-Grade Services, LP

(11)

June 22, 2018

NGL Transportation & Storage

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

6/30/2027

6,944

6,855

5,798

GoWireless Holdings, Inc.

(11)

December 31, 2017

Provider of Wireless Telecommunications Carrier Services

Secured Debt

(9)

7.50% (L+6.50%, Floor 1.00%)

12/22/2024

14,083

13,998

13,970

Gexpro Services

(10)

February 24, 2020

Distributor of Industrial and Specialty Parts

Secured Debt

(9)

8.00% (L+6.50%, Floor 1.50%)

2/24/2025

12,506

12,202

12,408

HDC/HW Intermediate Holdings

(10)

December 21, 2018

Managed Services and Hosting Provider

Secured Debt

(9)

8.50% (L+7.50%, Floor 1.00%)

12/21/2023

1,951

1,926

1,883

Hunter Defense Technologies, Inc.

(10)

March 29, 2018

Provider of Military and Commercial Shelters and Systems

Secured Debt

(9)

8.00% (L+7.00%, Floor 1.00%)

3/29/2023

16,583

16,416

16,583

HW Temps LLC

July 2, 2015

Temporary Staffing Solutions

Secured Debt

12.00%

3/29/2023

2,450

2,420

2,248

Hyperion Materials & Technologies, Inc.

(11) (13)

September 12, 2019

Manufacturer of Cutting and Machine Tools & Specialty Polishing Compounds

Secured Debt

(9)

6.50% (L+5.50%, Floor 1.00%)

8/28/2026

7,425

7,299

6,938

Implus Footcare, LLC

(10)

June 1, 2017

Provider of Footwear and Related Accessories

Secured Debt

(9)

8.75% (L+7.75%, Floor 1.00%)

4/30/2024

17,264

17,113

15,694

Independent Pet Partners Intermediate Holdings, LLC

(10)

November 20, 2018

Omnichannel Retailer of Specialty Pet Products

Secured Debt

(19)

6.00% PIK

11/20/2023

9,944

8,992

8,992

Preferred Stock (non-voting)

2,470

2,470

Preferred Stock (non-voting)

-

-

Member Units

1,191,667

1,192

-

12,654

11,462

Industrial Services Acquisition, LLC

(10)

June 17, 2016

Industrial Cleaning Services

Unsecured Debt

(19)

13.00% (6.00% Cash, 7.00% PIK)

12/17/2022

12,892

12,871

12,892

Preferred Member Units

(8) (19) (30)

336

10.00% PIK

202

202

Preferred Member Units

(8) (19) (30)

187

20.00% PIK

124

124

Member Units

(30)

2,100

2,100

1,237

15,297

14,455

29


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Interface Security Systems, L.L.C

(10)

August 7, 2019

Commercial Security & Alarm Services

Secured Debt

(9) (19)

11.75% (8.75% Cash, 3.00% PIK) (3.00% PIK + L+7.00%, Floor 1.75%)

8/7/2023

7,266

7,168

7,266

Intermedia Holdings, Inc.

(11)

August 3, 2018

Unified Communications as a Service

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

7/19/2025

3,480

3,456

3,478

Invincible Boat Company, LLC.

(10)

August 28, 2019

Manufacturer of Sport Fishing Boats

Secured Debt

(9)

8.00% (L+6.50%, Floor 1.50%)

8/28/2025

8,876

8,797

8,876

Isagenix International, LLC

(11)

June 21, 2018

Direct Marketer of Health & Wellness Products

Secured Debt

(9)

6.75% (L+5.75%, Floor 1.00%)

6/14/2025

5,572

5,533

3,130

Jackmont Hospitality, Inc.

(10)

May 26, 2015

Franchisee of Casual Dining Restaurants

Secured Debt

(9)

7.75% (L+6.75%, Floor 1.00%)

5/26/2021

7,908

7,906

6,315

Joerns Healthcare, LLC

(11)

April 3, 2013

Manufacturer and Distributor of Health Care Equipment & Supplies

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

8/21/2024

3,336

3,294

3,336

Common Stock

392,514

3,678

2,322

6,972

5,658

Kemp Technologies Inc.

(10)

June 27, 2019

Provider of Application Delivery Controllers

Secured Debt

(9)

7.50% (L+6.50%, Floor 1.00%)

3/29/2024

7,388

7,280

7,388

Knight Energy Services LLC

(11)

November 14, 2018

Oil and Gas Equipment & Services

Secured Debt

(17) (19)

8.50% PIK

2/9/2024

828

882

745

Common Stock

25,692

1,843

-

2,725

745

Kore Wireless Group Inc.

(11)

December 31, 2018

Mission Critical Software Platform

Secured Debt

5.75% (L+5.50%)

12/20/2024

6,000

5,979

5,917

Larchmont Resources, LLC

(11)

August 13, 2013

Oil & Gas Exploration & Production

Secured Debt

(9) (19)

11.00% PIK (L+10.00% PIK, Floor 1.00%)

8/9/2021

3,715

3,780

1,672

Member Units

(30)

4,806

601

192

4,381

1,864

30


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Laredo Energy VI, LP

(10)

January 15, 2019

Oil & Gas Exploration & Production

Member Units

1,155,952

11,560

10,238

Lightbox Holdings, L.P.

(11)

May 23, 2019

Provider of Commercial Real Estate Software

Secured Debt

5.15% (L+5.00%)

5/9/2026

4,925

4,864

4,777

LL Management, Inc.

(10)

May 2, 2019

Medical Transportation Service Provider

Secured Debt

(9)

8.25% (L+7.25%, Floor 1.00%)

9/25/2023

13,581

13,485

13,581

Logix Acquisition Company, LLC

(10)

June 24, 2016

Competitive Local Exchange Carrier

Secured Debt

(9)

6.75% (L+5.75%, Floor 1.00%)

12/22/2024

12,620

12,560

11,673

LSF9 Atlantis Holdings, LLC

(11)

May 17, 2017

Provider of Wireless Telecommunications Carrier Services

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

5/1/2023

12,600

12,555

12,561

Lulu's Fashion Lounge, LLC

(10)

August 31, 2017

Fast Fashion E-Commerce Retailer

Secured Debt

(9) (19)

10.50% (8.00% Cash, 2.50% PIK) (2.50% PIK + L+7.00%, Floor 1.00%)

8/28/2022

5,622

5,539

4,807

Lynx FBO Operating LLC

(10)

September 30, 2019

Fixed Based Operator in the General Aviation Industry

Secured Debt

(9)

7.25% (L+5.75%, Floor 1.50%)

9/30/2024

13,613

13,370

13,521

Member Units

3,704

500

594

13,870

14,115

Mac Lean-Fogg Company

(10)

April 22, 2019

Manufacturer and Supplier for Auto and Power Markets

Secured Debt

(9)

5.63% (L+5.00%, Floor 0.625%)

12/22/2025

7,375

7,332

7,375

Preferred Stock

(8) (19)

13.75% (4.50% Cash, 9.25% PIK)

1

793

780

8,125

8,155

Mills Fleet Farm Group, LLC

(10)

October 24, 2018

Omnichannel Retailer of Work, Farm and Lifestyle Merchandise

Secured Debt

(9)

7.00% (L+6.00%, Floor 1.00%)

10/24/2024

13,875

13,599

13,623

NinjaTrader, LLC

(10)

December 18, 2019

Operator of Futures Trading Platform

Secured Debt

(9)

8.25% (L+6.75%, Floor 1.50%)

12/18/2024

16,875

16,520

16,828

31


Table of Contents

MSC Income Fund

Consolidated Schedule of Investments (Continued)

December 31, 2020

(dollars in thousands)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

NNE Partners, LLC

(10)

March 2, 2017

Oil & Gas Exploration & Production

Secured Debt

(19)

9.48% (4.75% Cash, 4.50% PIK) (4.50% PIK + L+4.75%)

12/31/2023

20,649

20,590

18,331