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 | 45-3999996 |
1300 Post Oak Boulevard, 8th Floor | 77056 |
(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 |
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 ◻ |
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.
(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 | | $ | 0.29 | | $ | 0.28 | | $ | 0.45 | | $ | (0.81) | |
WEIGHTED AVERAGE SHARES | |
| 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 | | Paid‑In | | (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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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 | 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
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
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
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
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
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
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
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
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 |
| |