CONSOLIDATED INVESTMENT PORTFOLIO (unaudited)
| | |
As of March 31, 2022 | | Highland Income Fund |
| | | | | | | | |
Shares | | Value ($) | |
| Common Stocks — 60.9% | |
| COMMUNICATION SERVICES — 1.2% | |
| 97,600 | | | Telesat (a) | | | 1,610,400 | |
| 96,700 | | | Telesat, Class B (a) | | | 1,595,550 | |
| 27,134 | | | TerreStar Corporation (a)(b)(c)(d) | | | 8,916,232 | |
| | | | | | | | |
| | | | | | | 12,122,182 | |
| | | | | | | | |
| CONSUMER DISCRETIONARY — 0.0% | |
| 1,450 | | | Toys ‘R’ Us (a)(b)(c) | | | 31,683 | |
| | | | | | | | |
| ENERGY — 0.0% | |
| 1,118,286 | | | Value Creation, Inc. (a)(b)(c) | | | — | |
| | | | | | | | |
| FINANCIALS — 10.3% | |
| 101,595,377 | | | Caddo Timberland Investment Partnership LP (a)(b)(c) | | | 105,659,193 | |
| | | | | | | | |
| GAMING/LEISURE — 0.4% | |
| 34,512 | | | LLV Holdco LLC - Series A, Membership Interest (a)(b)(c)(f) | | | 3,764,906 | |
| 436 | | | LLV Holdco LLC - Series B, Membership Interest (a)(b)(c)(f) | | | 47,525 | |
| | | | | | | | |
| | | | | | | 3,812,431 | |
| | | | | | | | |
| HEALTHCARE — 3.0% | |
| 12,026,660 | | | CCS Medical Inc. (a)(b)(c)(f) | | | 30,391,370 | |
| | | | | | | | |
| MATERIALS — 0.1% | |
| 299,032 | | | MPM Holdings, Inc. (a) | | | 1,495,160 | |
| | | | | | | | |
| REAL ESTATE — 45.9% | |
| 1,474,379 | | | Allenby (a)(b)(c)(f) | | | — | |
| 10,359,801 | | | Claymore (a)(b)(c)(f) | | | — | |
| 150,700 | | | Healthcare Realty Trust, REIT | | | 4,141,236 | |
| 234,100 | | | Healthcare Trust of America, Class A, REIT | | | 7,336,694 | |
| 68,862 | | | Independence Realty Trust, Inc., REIT | | | 1,820,711 | |
| 2,356,665 | | | IQHQ, Inc. (a)(b)(c) | | | 46,284,901 | |
| 4,372,286 | | | NexPoint Real Estate Finance (f) | | | 98,813,659 | |
| 153,908 | | | NexPoint Residential Trust, Inc., REIT(f) | | | 13,899,432 | |
| 32,203 | | | NexPoint Storage Partners, Inc. (a)(b)(c)(f) | | | 44,863,832 | |
| 90,436,434 | | | NFRO REIT SUB II, LLC (a)(b)(c)(f) | | | 145,266,236 | |
| 20,477,042 | | | NFRO REIT SUB, LLC (a)(b)(c)(f) | | | 103,990,631 | |
| 143,222 | | | Washington Real Estate Investment Trust, REIT | | | 3,652,161 | |
| | | | | | | | |
| | | | | | | 470,069,493 | |
| | | | | | | | |
| | | | Total Common Stocks (Cost $741,651,336) | | | 623,581,512 | |
| | | | | | | | |
| |
Principal Amount ($) | | | |
| U.S. Senior Loans (g) — 19.6% | |
| COMMUNICATION SERVICES — 0.8% | |
| 7,853,044 | | | TerreStar Corporation, Term Loan D, 11.000% PIK 02/27/28 (b)(c) | | | 7,853,043 | |
| 56,935 | | | TerreStar Corporation, Term Loan H, 02/28/23 (b)(c) | | | 56,935 | |
| | | | | | | | |
Principal Amount ($) | | Value ($) | |
| U.S. Senior Loans (continued) | |
| 61,023 | | | TerreStar Corporation, Term Loan, 1st Lien, 02/28/23 (b)(c) | | | 61,023 | |
| | | | | | | | |
| | | | | | | 7,971,001 | |
| | | | | | | | |
| CONSUMER PRODUCTS — 0.3% | |
| 3,257,172 | | | Dayco Products LLC, Term Loan B, 1st Lien, LIBOR USD 3 Month + 4.250%, 05/08/23 | | | 3,202,875 | |
| | | | | | | | |
| ENERGY — 0.6% | |
| 6,403,998 | | | Quarternorth Energy Holding, Term Loan, 2nd Lien, 08/27/26 | | | 6,454,685 | |
| | | | | | | | |
| GAMING/LEISURE — 1.4% | |
| 22,764,040 | | | Ginn-LA CS Borrower LLC, Term Loan A, 1st Lien, (b)(c)(i) | | | 878,282 | |
| 48,791,955 | | | Ginn-LA CS Borrower LLC, Term Loan B, 1st Lien, (b)(c)(i) | | | — | |
| 11,940,100 | | | LLV Holdco LLC, Revolving Exit Loan, 09/05/22 (b)(c)(f) | | | 13,946,038 | |
| | | | | | | | |
| | | | | | | 14,824,320 | |
| | | | | | | | |
| HEALTHCARE — 1.5% | |
| 15,047,727 | | | CCS Medical Inc., Junior Credit Term Loan, 1st Lien, 01/04/27 (b)(c)(f) | | | 15,047,727 | |
| | | | | | | | |
| INFORMATION TECHNOLOGY — 4.9% | |
| 57,000,000 | | | EDS Legacy Partners, LIBOR USD 3 Month + 2.750%, 12/14/23 (b)(c)(f) | | | 50,194,200 | |
| | | | | | | | |
| METALS & MINING — 1.2% | |
| 13,152,825 | | | Peabody Energy Corporation, 2018 Refinancing Term Loan, 1st Lien, 03/31/25 | | | 12,501,168 | |
| | | | | | | | |
| REAL ESTATE — 8.5% | |
| 45,474,972 | | | Ensign Peak Realty LLC Secured Promissory Note, 12/31/30 (b)(c) | | | 45,474,972 | |
| 41,550,000 | | | NHT Operating Partnership LLC Secured Promissory Note, 02/14/27 (b)(c)(f) | | | 41,550,000 | |
| | | | | | | | |
| | | | | | | 87,024,972 | |
| | | | | | | | |
| RETAIL — 0.4% | |
| 3,905,331 | | | GNC Holdings LLC, Term Loan, 2nd Lien, 10/07/26 | | | 3,668,570 | |
| | | | | | | | |
CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued)
| | |
As of March 31, 2022 | | Highland Income Fund |
| | | | | | | | |
Principal Amount ($) | | Value ($) | |
| U.S. Senior Loans (continued) | |
| UTILITIES — 0.0% | |
| 59,127,210 | | | Texas Competitive Electric Holdings Co. LLC, Extended Escrow Loan, (b)(c)(j) | | | 62,084 | |
| | | | | | | | |
| | | | Total U.S. Senior Loans (Cost $299,039,819) | | | 200,951,602 | |
| | | | | | | | |
| Collateralized Loan Obligations — 7.6% | |
| 2,000,000 | | | Apex Credit CLO, Series 2019-1A, Class D ICE LIBOR USD 3 Month + 7.100%, 7.34%, 4/18/2032 (k)(l) | | | 1,820,000 | |
| 1,500,000 | | | Atlas Senior Loan Fund, Series 2017-8A, Class F ICE LIBOR USD 3 Month + 7.150%, 7.39%, 1/16/2030 (k)(l) | | | 1,162,500 | |
| 2,400,000 | | | Atlas Senior Loan Fund XII, Series 2018-12A, Class E ICE LIBOR USD 3 Month + 5.950%, 6.21%, 10/24/2031 (k)(l) | | | 2,076,000 | |
| 1,250,000 | | | Cathedral Lake CLO, Series 2017-1A, Class DR ICE LIBOR USD 3 Month + 7.250%, 7.49%, 10/15/2029 (k)(l) | | | 1,124,500 | |
| 2,000,000 | | | Cathedral Lake VII, Series 2021-7RA, Class E ICE LIBOR USD 3 Month + 7.770%, 8.01%, 1/15/2032 (k)(l) | | | 1,910,000 | |
| 1,000,000 | | | CIFC Funding, Series 2018-1A, Class ER2 ICE LIBOR USD 3 Month + 5.850%, 6.09%, 1/18/2031 (k)(l) | | | 940,000 | |
| 3,324,756 | | | CIFC Funding, Series 2014-4RA, Class SUB 0.00%, 1/17/2035 (h)(k)(l) | | | 1,138,729 | |
| 2,500,000 | | | CIFC Funding, Series 2014-1A 0.00%, 1/18/2031 (h)(k)(l) | | | 750,000 | |
| 5,462,500 | | | CIFC Funding, Series 2013-2A 0.00%, 10/18/2030 (h)(k)(l) | | | 1,693,375 | |
| 3,000,000 | | | Covenant Credit Partners CLO III, Series 2017-1A, Class F ICE LIBOR USD 3 Month + 7.950%, 8.19%, 10/15/2029 (k)(l) | | | 2,362,500 | |
| 1,537,000 | | | Dryden 36 Senior Loan Fund, Series 2019-36A, Class ER2 ICE LIBOR USD 3 Month + 6.880%, 7.12%, 4/15/2029 (k)(l) | | | 1,521,630 | |
| 4,000,000 | | | Eaton Vance CLO, Series 2019-1A, Class F ICE LIBOR USD 3 Month + 8.250%, 8.49%, 4/15/2031 (k)(l) | | | 3,772,000 | |
| | | | | | | | |
Principal Amount ($) | | Value ($) | |
| Collateralized Loan Obligations (continued) | |
| 5,450,000 | | | Galaxy XXVI CLO, Series 2018-26A, Class F ICE LIBOR USD 3 Month + 8.000%, 8.48%, 11/22/2031 (k)(l) | | | 4,891,375 | |
| 1,000,000 | | | GoldenTree Loan Management US CLO 3, Series 2018-3A, Class F ICE LIBOR USD 3 Month + 6.500%, 6.75%, 4/20/2030 (k)(l) | | | 842,600 | |
| 2,500,000 | | | GoldenTree Loan Opportunities IX, Series 2018-9A, Class FR2 ICE LIBOR USD 3 Month + 7.640%, 7.94%, 10/29/2029 (k)(l) | | | 2,258,333 | |
| 4,000,000 | | | Jay Park CLO, Ltd., Series 2018-1A, Class ER ICE LIBOR USD 3 Month + 7.350%, 7.60%, 10/20/2027 (k)(l) | | | 3,750,000 | |
| 3,000,000 | | | KKR CLO 18, Series 2017-18, Class E ICE LIBOR USD 3 Month + 6.450%, 6.69%, 7/18/2030 (k)(l) | | | 2,816,250 | |
| 1,400,000 | | | Madison Park Funding XX, Series 2018-20A, Class ER ICE LIBOR USD 3 Month + 5.300%, 5.57%, 7/27/2030 (k)(l) | | | 1,302,000 | |
| 2,350,000 | | | Madison Park Funding XXIV, Series 2019-24A, Class ER ICE LIBOR USD 3 Month + 7.200%, 7.45%, 10/20/2029 (k)(l) | | | 2,313,457 | |
| 2,000,000 | | | Madison Park Funding XXIX, Series 2018-29A, Class F ICE LIBOR USD 3 Month + 7.570%, 7.81%, 10/18/2030 (k)(l) | | | 1,880,000 | |
| 1,000,000 | | | Madison Park Funding XXX, Series 2018-30A, Class F ICE LIBOR USD 3 Month + 6.850%, 7.09%, 4/15/2029 (k)(l) | | | 830,000 | |
| 490,000 | | | Magnetite VII, Ltd., Series 2018-7A, Class ER2 ICE LIBOR USD 3 Month + 6.500%, 6.74%, 1/15/2028 (k)(l) | | | 456,313 | |
| 2,500,000 | | | Man GLG US CLO, Series 2018-1A, Class DR ICE LIBOR USD 3 Month + 5.900%, 6.15%, 4/22/2030 (k)(l) | | | 2,218,875 | |
| 5,800,000 | | | MP CLO VII, Series 2018-1A, Class FRR ICE LIBOR USD 3 Month + 7.910%, 8.15%, 10/18/2028 (k)(l) | | | 4,153,960 | |
| 4,000,000 | | | Northwoods Capital XII-B, Ltd., Series 2018-12BA, Class F ICE LIBOR USD 3 Month + 8.170%, 9.00%, 6/15/2031 (k)(l) | | | 3,250,000 | |
| 2,900,000 | | | OHA Credit Partners XII, Series 2018-12A, Class FR ICE LIBOR USD 3 Month + 7.680%, 7.94%, 7/23/2030 (k)(l) | | | 2,640,160 | |
CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued)
| | |
As of March 31, 2022 | | Highland Income Fund |
| | | | | | | | |
Principal Amount ($) | | Value ($) | |
| Collateralized Loan Obligations (continued) | |
| 3,110,000 | | | OZLM XXII, Ltd., Series 2018-22A, Class E ICE LIBOR USD 3 Month + 7.390%, 7.63%, 1/17/2031 (k)(l) | | | 2,488,000 | |
| 2,000,000 | | | Park Avenue Institutional Advisers CLO, Series 2021-2A, Class E ICE LIBOR USD 3 Month + 7.010%, 7.25%, 7/15/2034 (k)(l) | | | 1,940,000 | |
| 3,150,000 | | | Saranac CLO III, Ltd., Series 2018-3A, Class ER ICE LIBOR USD 3 Month + 7.500%, 8.43%, 6/22/2030 (k)(l) | | | 2,472,750 | |
| 2,000,000 | | | Symphony CLO XXVI, Series 2021-26A, Class ER ICE LIBOR USD 3 Month + 7.500%, 7.75%, 4/20/2033 (k)(l) | | | 1,943,600 | |
| 5,955,627 | | | THL Credit Wind River, Series 2014-2A 0.00%, 1/15/2031 (b)(c)(h)(i)(k)(l) | | | 1,104,769 | |
| 2,200,000 | | | TICP CLO I-2, Series 2018-IA, Class E ICE LIBOR USD 3 Month + 8.000%, 8.27%, 4/26/2028 (k)(l) | | | 1,974,170 | |
| 4,150,000 | | | TICP CLO III-2, Series 2018-3R, Class F ICE LIBOR USD 3 Month + 7.980%, 8.23%, 4/20/2028 (k)(l) | | | 3,694,745 | |
| 1,000,000 | | | Vibrant ClO 1X, Series 2018-9A, Class D ICE LIBOR USD 3 Month + 6.250%, 6.50%, 7/20/2031 (k)(l) | | | 889,700 | |
| 1,275,000 | | | Voya CLO, Series 2018-2A, Class DR ICE LIBOR USD 3 Month + 5.600%, 5.86%, 4/25/2031 (k)(l) | | | 1,122,000 | |
| 1,000,000 | | | Webster Park CLO, Series 2018-1A, Class ER ICE LIBOR USD 3 Month + 7.750%, 8.00%, 7/20/2030 (k)(l) | | | 880,000 | |
| 3,000,000 | | | Zais CLO 3, Ltd., Series 2018-3A, Class DR ICE LIBOR USD 3 Month + 6.910%, 7.15%, 7/15/2031 (k)(l) | | | 2,332,500 | |
| 3,300,000 | | | Zais CLO 8, Ltd., Series 2018-1A, Class E ICE LIBOR USD 3 Month + 5.250%, 5.49%, 4/15/2029 (k)(l) | | | 2,772,000 | |
| | | | | | | | |
| | | | Total Collateralized Loan Obligations (Cost $83,557,519) | | | 77,488,791 | |
| | | | | | | | |
| | | | | | | | |
Shares | | Value ($) | |
| Preferred Stock — 7.5% | |
| FINANCIALS — 5.2% | |
| 3,980 | | | Eastland CLO 1.00%, 05/01/2022(l) | | | 1,578,733 | |
| 34,500 | | | Eastland CLO II (a)(e)(m) | | | 13,685,000 | |
| 8,860 | | | Gleneagles CLO , 12/30/2049 (a)(b)(c)(l)(m) | | | 3,632,600 | |
| 40,000 | | | Granite Point Mortgage Trust 7.00% (e)(n)(o) | | | 966,400 | |
| 62,600 | | | Grayson CLO, 11/01/2021(b)(c)(l)(m) | | | 24,414,000 | |
| 12,553 | | | Rockwall CDO, 08/01/2024 (a)(l)(m) | | | 7,029,400 | |
| 4,800 | | | Rockwall CDO (e)(m) | | | 2,136,000 | |
| | | | | | | | |
| | | | | | | 53,442,133 | |
| | | | | | | | |
| HEALTHCARE — 1.7% | |
| 5,801,587 | | | Sapience Therapeutics Inc, 8.00% (b)(c)(e) | | | 17,169,797 | |
| | | | | | | | |
| REAL ESTATE — 0.6% | |
| 267,154 | | | Braemar Hotels & Resorts, Inc., REIT 5.50% (a)(e) | | | 4,856,860 | |
| 249,514 | | | G-LA Resorts Holdings (a)(b)(c)(e)(m) | | | 249,514 | |
| 47,300 | | | Wheeler Real Estate Investment Trust, REIT 8.75%, 10.75%, 09/21/2023 (a)(e)(o)(p) | | | 680,647 | |
| 82,301 | | | Wheeler Real Estate Investment Trust, REIT 9.00% (a)(e) | | | 547,301 | |
| | | | | | | | |
| | | | | | | 6,334,322 | |
| | | | | | | | |
| | | | Total Preferred Stock (Cost $67,980,619) | | | 76,946,252 | |
| | | | | | | | |
| LLC Interest — 4.4% | |
| 772 | | | NEXLS LLC(b)(c)(f) | | | 36,130,172 | |
| 10,000,000 | | | SFR WLIF III, LLC(b)(c)(f) | | | 9,391,500 | |
| | | | | | | | |
| | | | Total LLC Interest (Cost $38,029,999) | | | 45,521,672 | |
| | | | | | | | |
| |
Units | | | |
| Warrants — 2.0% | |
| ENERGY — 2.0% | |
| 5,801 | | | Arch Resources, Expires 10/08/2023 (a) | | | 318,504 | |
| 85,465 | | | Quarternorth Energy Holding Inc. Tranche 1, Expires 08/27/2029 (a) | | | 1,068,313 | |
| 164,598 | | | Quarternorth Energy Holding Inc. Tranche 2, Expires 08/27/2029 (a) | | | 1,481,382 | |
| 130,985 | | | Quarternorth Energy Holding Inc. Tranche 3, Expires 08/27/2029 (a) | | | 18,010,437 | |
| | | | | | | | |
| | | | Total Warrants (Cost $15,314,130) | | | 20,878,636 | |
| | | | | | | | |
CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued)
| | |
As of March 31, 2022 | | Highland Income Fund |
| | | | | | | | |
Shares | | Value ($) | |
| Registered Investment Companies — 1.9% | |
| 48,649 | | | Highland Global Allocation Fund (f) | | | 479,193 | |
| 56,100 | | | Highland Income Fund (f) | | | 669,834 | |
| 1,156,943 | | | NexPoint Diversified Real Estate Trust (f) | | | 18,302,838 | |
| | | | | | | | |
| | | | Total Registered Investment Companies (Cost $18,804,005) | | | 19,451,865 | |
| | | | | | | | |
| |
Principal Amount ($) | | | |
| Corporate Bonds & Notes — 0.4% | |
| COMMUNICATION SERVICES — 0.0% | |
| 3,100 | | | iHeartCommunications, Inc. 6.38%, 05/01/26 | | | 3,196 | |
| | | | | | | | |
| FINANCIALS — 0.4% | |
| 4,000,000 | | | South Street Securities Funding LLC 6.25%, 12/30/26 (l) | | | 3,900,000 | |
| | | | | | | | |
| INDUSTRIALS — 0.0% | |
| 7,500,000 | | | American Airlines 12/31/49 (h)(i)(j) | | | — | |
| | | | | | | | |
| UTILITIES — 0.0% | |
| 15,222,107 | | | Bruce Mansfield Pass-Through Trust 6.85%, 06/01/34 (i) | | | — | |
| | | | | | | | |
| | | | Total Corporate Bonds & Notes (Cost $4,014,461) | | | 3,903,196 | |
| | | | | | | | |
| |
Shares | | | |
| Master Limited Partnership — 0.2% | |
| ENERGY — 0.2% | |
| 179,200 | | | Energy Transfer LP | | | 2,005,248 | |
| | | | | | | | |
| | | | Total Master Limited Partnership (Cost $1,869,174) | | | 2,005,248 | |
| | | | | | | | |
| |
Principal Amount ($) | | | |
| Asset-Backed Security — 0.1% | |
| 3,000,000 | | | CIFC Funding, Ltd., Series 2015-1A 0.00%, 1/22/2031 (h)(k)(l)(q) | | | 1,140,000 | |
| | | | | | | | |
| | | | Total Asset-Backed Security (Cost $1,230,000) | | | 1,140,000 | |
| | | | | | | | |
| |
Units | | | |
| Rights — 0.0% | |
| UTILITIES — 0.0% | |
| 4,933 | | | Texas Competitive Electric Holdings Co., LLC (a) | | | 6,672 | |
| | | | | | | | |
| | | | Total Rights (Cost $–) | | | 6,672 | |
| | | | | | | | |
| | | | | | | | |
Principal Amount ($) | | Value ($) | |
| Repurchase Agreement (r)(s) — 0.0% | |
| 87,238 | | | Nomura Securities 0.027%, dated 03/31/2022 to be repurchased on 04/01/2022, repurchase price $87,239 (collateralized by U.S. Government obligations, ranging in par value $2 - $27,548, 0.000% - 4.000%, 06/01/2027 – 08/01/2058; with total market value $88,983) | | | 87,238 | |
| | | | | | | | |
| | | | Total Repurchase Agreement (Cost $87,238) | | | 87,238 | |
| | | | | | | | |
| |
Shares | | | |
| Cash Equivalent — 7.3% | |
| MONEY MARKET FUND (t) — 7.3% | |
| 74,617,991 | | | Dreyfus Treasury Obligations Cash Management, Institutional Class 0.150% | | | 74,617,991 | |
| | | | | | | | |
| | | | Total Cash Equivalent (Cost $74,617,991) | | | 74,617,991 | |
| | | | | | | | |
| Total Investments - 111.9% (Cost $1,346,196,291) | | | 1,146,580,675 | |
| | | | | | | | |
|
| Securities Sold Short— (1.9)% | |
| Exchange-Traded Fund — (0.8)% | |
| (138,000) | | | ProShares UltraPro QQQ | | | (8,028,840 | ) |
| | | | | | | | |
| | | | Total Exchange-Traded Funds (Proceeds $9,961,896) | | | (8,028,840 | ) |
| | | | | | | | |
|
| Common Stocks — (1.1)% | |
| CONSUMER DISCRETIONARY — (0.4)% | |
| (50,000) | | | Wynn Resorts (u) | | | (3,987,000 | ) |
| | | | | | | | |
| INFORMATION TECHNOLOGY — (0.7)% | |
| (41,100) | | | Texas Instruments, Inc. | | | (7,541,028 | ) |
| | | | | | | | |
| | | | Total Common Stocks (Proceeds $8,916,964) | | | (11,528,028 | ) |
| | | | | | | | |
| | | | Total Securities Sold Short - (1.9)% (Proceeds $18,878,860) | | | (19,556,868 | ) |
| | | | | | | | |
| Other Assets & Liabilities, Net - (10.0)% | | | (102,352,354 | ) |
| | | | | | | | |
| Net Assets - 100.0% | | | 1,024,671,453 | |
| | | | | | | | |
CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued)
| | |
As of March 31, 2022 | | Highland Income Fund |
(a) | Non-income producing security. |
(b) | Securities with a total aggregate value of $756,433,165, or 73.8% of net assets, were classified as Level 3 within the three-tier fair value hierarchy. Please see Notes to Consolidated Investment Portfolio for an explanation of this hierarchy, as well as a list of unobservable inputs used in the valuation of these instruments. |
(c) | Represents fair value as determined by the Fund’s Board of Trustees (the “Board”), or its designee in good faith, pursuant to the policies and procedures approved by the Board. The Board considers fair valued securities to be securities for which market quotations are not readily available and these securities may be valued using a combination of observable and unobservable inputs. Securities with a total aggregate value of $756,433,165, or 73.8% of net assets, were fair valued under the Fund’s valuation procedures as of March 31, 2022. Please see Notes to Consolidated Investment Portfolio. |
(d) | Restricted Securities. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Fund does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under the policies and procedures established by the Board. Additional information regarding such securities follows: |
| | | | | | | | | | | | | | | | | | |
Restricted Security | | Security Type | | Acquisition Date | | | Cost of Security | | | Fair Value at Period End | | | Percent of Net Assets | |
TerreStar Corporation | | Common Stocks | | | 3/16/2018 | | | $ | 3,093,276 | | | $ | 8,916,232 | | | | 0.9 | % |
(e) | Perpetual security with no stated maturity date. |
(f) | Affiliated issuer. Assets with a total aggregate fair value of $626,749,093, or 61.2% of net assets, were affiliated with the Fund as of March 31, 2022. |
(g) | Senior loans (also called bank loans, leveraged loans, or floating rate loans) in which the Fund invests generally pay interest at rates which are periodically determined by reference to a base lending rate plus a spread (unless otherwise identified, all senior loans carry a variable rate of interest). These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by one or more European banks such as the London Interbank Offered Rate (“LIBOR”) or (iii) the Certificate of Deposit rate. As of March 31, 2022, the LIBOR USD 3 Month rate was 0.96%. Senior loans, while exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”), contain certain restrictions on resale and cannot be sold publicly. Senior secured floating rate loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity maybe substantially less than the stated maturity shown. |
(h) | No interest rate available. |
(i) | The issuer is, or is in danger of being, in default of its payment obligation. |
(j) | Represents value held in escrow pending future events. No interest is being accrued. |
(k) | Variable or floating rate security. The rate shown is the effective interest rate as of period end. The rates on certain securities are not based on published reference rates and spreads and are either determined by the issuer or agent based on current market conditions; by using a formula based on the rates of underlying loans; or by adjusting periodically based on prevailing interest rates. |
(l) | Securities exempt from registration under Rule 144A of the 1933 Act. These securities may only be resold in transactions exempt from registration to qualified institutional buyers. The Board has determined these investments to be liquid. At March 31, 2022, these securities amounted to $119,183,524 or 11.6% of net assets. |
(m) | There is currently no rate available. |
(n) | Variable or floating rate security. The base lending rates are generally the lending rate offered by one or more European banks such as the LIBOR. The interest rate shown reflects the rate in effect March 31, 2022. |
(o) | Securities (or a portion of securities) on loan. As of March 31, 2022, the fair value of securities loaned was $84,316. The loaned securities were secured with cash and/or securities collateral of $87,225. Collateral is calculated based on prior day’s prices. |
(p) | Step Bonds - Represents the current rate, the step rate, and the step date. |
(q) | Interest only security (“IO”). These types of securities represent the right to receive the monthly interest payments on an underlying pool of mortgages. Payments of principal on the pool reduce the value of the “interest only” holding. |
(r) | Tri-Party Repurchase Agreement. |
(s) | This security was purchased with cash collateral held from securities on loan. The total value of such securities as of March 31, 2022 was $87,238. |
(t) | Rate shown is 7 day effective yield. |
(u) | No dividend payable on security sold short. |
CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued)
| | |
As of March 31, 2022 | | Highland Income Fund |
Futures contracts outstanding as of March 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | |
Description | | Expiration Date | | Number of Contracts | | | Notional Value | | | Unrealized Depreciation | | | Value | |
Short Futures: | | | | | | | | | | | | | | | | | | |
Russell 2000 Index E-MINI | | March 2022 | | | (453 | ) | | $ | (44,601,548 | ) | | $ | (2,202,412 | ) | | $ | (46,803,960 | ) |
S&P 500 Index E-MINI | | March 2022 | | | (904 | ) | | | (190,727,747 | ) | | | (14,062,153 | ) | | | (204,789,900 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | $ | (16,264,565 | ) | | $ | (251,593,860 | ) |
| | | | | | | | | | | | | | | | | | |
NOTES CONSOLIDATED INVESTMENT PORTFOLIO (unaudited)
| | |
As of March 31, 2022 | | Highland Income Fund |
Organization
Highland Income Fund (the “Fund”) is organized as an unincorporated business trust under the laws of The Commonwealth of Massachusetts. The Fund is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. On September 25, 2017, the Fund acquired the assets of Highland Floating Rate Opportunities Fund (the “Predecessor Fund”), a series of Highland Funds I, a Delaware statutory trust. The Fund is the successor to the accounting and performance information of the Predecessor Fund.
Basis of Consolidation
The Fund consolidates HFRO Sub, LLC (“HFRO Sub”), a Delaware wholly owned subsidiary, for financial reporting, and the holdings of HFRO Sub, LLC and its operations are included within the consolidated financial statements for the Fund. HFRO Sub is a bankruptcy remote financing vehicle used to obtain leverage with the portfolio of bank loans serving as collateral. All inter-company accounts and transactions have been eliminated in the consolidation. As of March 8, 2021, the HFRO Sub and related Financing Agreement was terminated.
Valuation of Investments
The Fund’s investments are recorded at fair value. In computing the Fund’s net assets attributable to shares, securities with readily available market quotations on the NYSE, National Association of Securities Dealers Automated Quotation (“NASDAQ”) or other nationally recognized exchange, use the closing quotations on the respective exchange for valuation of those securities. Securities for which there are no readily available market quotations will be valued pursuant to policies adopted by the Fund’s Board of Trustees (the “Board”). Typically, such securities will be valued at the mean between the most recently quoted bid and ask prices provided by the principal market makers. If there is more than one such principal market maker, the value shall be the average of such means. Securities without a sale price or quotations from principal market makers on the valuation day may be priced by an independent pricing service. Generally, the Fund’s loan and bond positions are not traded on exchanges and consequently are valued based on a mean of the bid and ask price from the third-party pricing services or broker-dealer sources that Highland Capital Management Fund Advisors, L.P. (“the Investment Adviser”) has determined to have the capability to provide appropriate pricing services which have been approved by the Board.
Securities for which market quotations are not readily available, or for which the Fund has determined that the price received from a
pricing service or broker-dealer is “stale” or otherwise does not represent fair value (such as when events materially affecting the value of securities occur between the time when market price is determined and calculation of the Fund’s net asset value (“NAV”)), will be valued by the Fund at fair value, as determined by the Board or its designee in good faith in accordance with procedures approved by the Board, taking into account factors reasonably determined to be relevant, including, but not limited to: (i) the fundamental analytical data relating to the investment; (ii) the nature and duration of restrictions on disposition of the securities; and (iii) an evaluation of the forces that influence the market in which these securities are purchased and sold. In these cases, the Fund’s NAV will reflect the affected portfolio securities’ fair value as determined in the judgment of the Board or its designee instead of being determined by the market. Using a fair value pricing methodology to value securities may result in a value that is different from a security’s most recent sale price and from the prices used by other investment companies to calculate their NAVs. Determination of fair value is uncertain because it involves subjective judgments and estimates.
There can be no assurance that the Fund’s valuation of a security will not differ from the amount that it realizes upon the sale of such security. Those differences could have a material impact to the Fund. The NAV shown in the Fund’s financial statements may vary from the NAV published by the Fund as of its period end because portfolio securities transactions are accounted for on the trade date (rather than the day following the trade date) for financial statement purposes.
Fair Value Measurements
The Fund has performed an analysis of all existing investments and derivative instruments to determine the significance and character of inputs to their fair value determination. The levels of fair value inputs used to measure the Fund’s investments are characterized into a fair value hierarchy. Where inputs for an asset or liability fall into more than one level in the fair value hierarchy, the investment is classified in its entirety based on the lowest level input that is significant to that investment’s valuation. The three levels of the fair value hierarchy are described below:
NOTES CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued)
| | |
As of March 31, 2022 | | Highland Income Fund |
| | |
Level 1 — | | Quoted unadjusted prices for identical instruments in active markets to which the Fund has access at the date of measurement; |
| |
Level 2 — | | Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active, but are valued based on executed trades; broker quotations that constitute an executable price; and alternative pricing sources supported by observable inputs are classified within Level 2. Level 2 inputs are either directly or indirectly observable for the asset in connection with market data at the measurement date; and |
| |
Level 3 — | | Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. In certain cases, investments classified within Level 3 may include securities for which the Fund has obtained indicative quotes from broker-dealers that do not necessarily represent prices the broker may be willing to trade on, as such quotes can be subject to material management judgment. Unobservable inputs are those inputs that reflect the Fund’s own assumptions that market participants would use to price the asset or liability based on the best available information. |
The Investment Adviser has established policies and procedures, as described above and approved by the Board, to ensure that
valuation methodologies for investments and financial instruments that are categorized within all levels of the fair value hierarchy are fair and consistent. A Pricing Committee has been established to provide oversight of the valuation policies, processes and procedures, and is comprised of personnel from the Investment Adviser and its affiliates. The Pricing Committee meets monthly to review the proposed valuations for investments and financial instruments and is responsible for evaluating the overall fairness and consistent application of established policies.
As of March 31, 2022, the Fund’s investments consisted of senior loans, collateralized loan obligations, corporate bonds and notes, common stocks, LLC interests, preferred stock, registered investment companies, asset-backed securities, master limited partnerships, repurchase agreements, cash equivalents, rights and warrants. The fair value of the Fund’s senior loans and bonds are generally based on quotes received from brokers or independent pricing services. Loans, bonds and asset-backed securities with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets. Loans and bonds that are priced using quotes derived from implied values, indicative bids, or a limited number of actual trades are classified as Level 3 assets because the inputs used by the brokers and pricing services to derive the values are not readily observable.
The fair value of the Fund’s common stocks, registered investment companies, rights and warrants that are not actively traded on
national exchanges are generally priced using quotes derived from implied values, indicative bids, or a limited amount of actual trades and are classified as Level 3 assets because the inputs used by the brokers and pricing services to derive the values are not readily observable. Exchange-traded options are valued based on the last trade price on the primary exchange on which they trade. If an option does not trade, the mid-price, which is the mean of the bid and ask price, is utilized to value the option.
At the end of each calendar quarter, the Investment Adviser evaluates the Level 2 and 3 assets and liabilities for changes in liquidity,
including but not limited to: whether a broker is willing to execute at the quoted price, the depth and consistency of prices from third party services, and the existence of contemporaneous, observable trades in the market. Additionally, the Investment Adviser evaluates the Level 1 and 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Fund’s investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
NOTES TO CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued)
| | |
As of March 31, 2022 | | Highland Income Fund |
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those
securities. A summary of the inputs used to value the Fund’s assets as of March 31, 2022 is as follows:
| | | | | | | | | | | | | | | | |
| | Total value at March 31, 2022 ($) | | | Level 1 Quoted Price ($) | | | Level 2 Significant Observable Inputs ($) | | | Level 3 Significant Unobservable Inputs ($) | |
Highland Income Fund | |
Assets | | | | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Communication Services | | | 12,122,182 | | | | 3,205,950 | | | | — | | | | 8,916,232 | |
Consumer Discretionary | | | 31,683 | | | | — | | | | — | | | | 31,683 | |
Energy | | | — | | | | — | | | | — | | | | — | (1) |
Financials | | | 105,659,193 | | | | — | | | | — | | | | 105,659,193 | |
Gaming/Leisure | | | 3,812,431 | | | | — | | | | — | | | | 3,812,431 | |
Healthcare | | | 30,391,370 | | | | — | | | | — | | | | 30,391,370 | |
Materials | | | 1,495,160 | | | | — | | | | 1,495,160 | | | | — | |
Real Estate | | | 470,069,493 | | | | 129,663,893 | | | | — | | | | 340,405,600 | |
U.S. Senior Loans | | | | | | | | | | | | | | | | |
Communication Services | | | 7,971,001 | | | | — | | | | — | | | | 7,971,001 | |
Consumer Products | | | 3,202,875 | | | | — | | | | 3,202,875 | | | | — | |
Energy | | | 6,454,685 | | | | — | | | | 6,454,685 | | | | — | |
Gaming/Leisure | | | 14,824,320 | | | | — | | | | — | | | | 14,824,320 | |
Healthcare | | | 15,047,727 | | | | — | | | | — | | | | 15,047,727 | |
Information Technology | | | 50,194,200 | | | | — | | | | — | | | | 50,194,200 | |
Metals & Mining | | | 12,501,168 | | | | — | | | | 12,501,168 | | | | — | |
Real Estate | | | 87,024,972 | | | | — | | | | — | | | | 87,024,972 | |
Retail | | | 3,668,570 | | | | — | | | | 3,668,570 | | | | — | |
Utilities | | | 62,084 | | | | — | | | | — | | | | 62,084 | |
Collateralized Loan Obligations | | | 77,488,791 | | | | — | | | | 76,384,022 | | | | 1,104,769 | |
Preferred Stock | | | | | | | | | | | | | | | | |
Financials | | | 53,442,133 | | | | — | | | | 25,395,533 | | | | 28,046,600 | |
Healthcare | | | 17,169,797 | | | | — | | | | — | | | | 17,169,797 | |
Real Estate | | | 6,334,322 | | | | 4,856,860 | | | | 1,227,948 | | | | 249,514 | |
LLC Interest | | | 45,521,672 | | | | — | | | | — | | | | 45,521,672 | |
Warrants | | | | | | | | | | | | | | | | |
Energy | | | 20,878,636 | | | | — | | | | 20,878,636 | | | | — | |
Registered Investment Companies | | | 19,451,865 | | | | 19,451,865 | | | | – | | | | – | |
Corporate Bonds & Notes | | | | | | | | | | | | | | | | |
Communication Services | | | 3,196 | | | | — | | | | 3,196 | | | | — | |
Financials | | | 3,900,000 | | | | — | | | | 3,900,000 | | | | — | |
Industrials | | | — | | | | — | | | | — | (1) | | | — | |
Utilities | | | — | | | | — | | | | — | (1) | | | — | |
Master Limited Partnership | | | | | | | | | | | | | | | | |
Energy | | | 2,005,248 | | | | 2,005,248 | | | | — | | | | — | |
Asset-Backed Security | | | 1,140,000 | | | | — | | | | 1,140,000 | | | | — | |
Rights | | | | | | | | | | | | | | | | |
Utilities | | | 6,672 | | | | — | | | | 6,672 | | | | — | |
Repurchase Agreement | | | 87,238 | | | | 87,238 | | | | — | | | | — | |
Cash Equivalent | | | 74,617,991 | | | | 74,617,991 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total Assets | | | 1,146,580,675 | | | | 233,889,045 | | | | 156,258,465 | | | | 756,433,165 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Securities Sold Short | | | | | | | | | | | | | | | | |
Exchange-Traded Fund | | | (8,028,840 | ) | | | (8,028,840 | ) | | | — | | | | — | |
Common Stocks | | | | | | | | | | | | | | | | |
Consumer Discretionary | | | (3,987,000 | ) | | | (3,987,000 | ) | | | — | | | | — | |
Information Technology | | | (7,541,028 | ) | | | (7,541,028 | ) | | | — | | | | — | |
NOTES TO CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued)
| | |
As of March 31, 2022 | | Highland Income Fund |
| | | | | | | | | | | | | | | | |
| | Total value at March 31, 2022 ($) | | | Level 1 Quoted Price ($) | | | Level 2 Significant Observable Inputs ($) | | | Level 3 Significant Unobservable Inputs ($) | |
Futures(2) | | | (16,264,565 | ) | | | (16,264,565 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total Liabilities | | | (35,821,433 | ) | | | (35,821,433 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total | | | 1,110,759,242 | | | | 198,067,612 | | | | 156,258,465 | | | | 756,433,165 | |
| | | | | | | | | | | | | | | | |
(1) | This category includes securities with a value of zero. |
(2) | Futures are valued at the unrealized depreciation on the instrument. |
The table below sets forth a summary of changes in the Fund’s assets measured at fair value using significant unobservable inputs (Level 3) for the period ended March 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance as of December 31, 2021 | | | Transfers Into Level 3 | | | Transfers Out of Level 3 | | | Accrued Discounts (Premiums) | | | Distribution to Return Capital | | | Realized Gain (Loss) | | | Net Change in Unrealized Appreciation (Depreciation) | | | Net Purchases | | | Net Sales | | | Balance as of March 31, 2022 | | | Change in Unrealized Appreciation (Depreciation) from Investments held at March 31, 2022 | |
| | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | |
Common Stocks | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Communication Services | | | 9,098,844 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (182,612 | ) | | | — | | | | — | | | | 8,916,232 | | | | (182,612 | ) |
Consumer Discretionary | | | 31,683 | | | | — | | | | — | | | | — | | | | (82,426 | ) | | | — | | | | 82,426 | | | | — | | | | — | | | | 31,683 | | | | 82,426 | |
Energy | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Financials | | | 105,659,195 | | | | — | | | | — | | | | — | | | | 172,257 | | | | — | | | | (172,259 | ) | | | — | | | | — | | | | 105,659,193 | | | | (172,259 | ) |
Gaming/Leisure | | | 3,321,591 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 490,840 | | | | — | | | | — | | | | 3,812,431 | | | | 490,840 | |
Healthcare | | | 385,699 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (15,965,583 | ) | | | 45,971,254 | | | | — | | | | 30,391,370 | | | | (15,965,583 | ) |
Real Estate | | | 379,145,661 | | | | — | | | | — | | | | — | | | | (119,080,853 | ) | | | — | | | | 12,482,593 | | | | 67,858,199 | | | | — | | | | 340,405,600 | | | | 12,482,593 | |
U.S. Senior Loans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Communication Services | | | 7,755,762 | | | | — | | | | — | | | | 155 | | | | — | | | | — | | | | 4,629 | | | | 210,455 | | | | — | | | | 7,971,001 | | | | 4,629 | |
Gaming/Leisure | | | 16,635,684 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (545,663 | ) | | | — | | | | (1,265,701 | ) | | | 14,824,320 | | | | (545,663 | ) |
Healthcare | | | 48,880,946 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (25,177,174 | ) | | | 40,394,901 | | | | (49,050,946 | ) | | | 15,047,727 | | | | (25,177,174 | ) |
Information Technology | | | 49,533,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 661,200 | | | | — | | | | — | | | | 50,194,200 | | | | 661,200 | |
Real Estate | | | 80,337,570 | | | | — | | | | — | | | | — | | | | — | | | | 1,987,290 | | | | — | | | | 87,024,972 | | | | (82,324,860 | ) | | | 87,024,972 | | | | — | |
Utilities | | | 59,423 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,661 | | | | — | | | | — | | | | 62,084 | | | | 2,661 | |
Collateralized Loan Obligations | | | 1,471,635 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (366,866 | ) | | | — | | | | — | | | | 1,104,769 | | | | (366,866 | ) |
Preferred Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financials | | | 27,952,200 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 94,400 | | | | — | | | | — | | | | 28,046,600 | | | | 94,400 | |
Healthcare | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (203 | ) | | | 17,170,000 | | | | — | | | | 17,169,797 | | | | (203 | ) |
Real Estate | | | 249,514 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 249,514 | | | | — | |
LLC Interest | | | 46,562,687 | | | | — | | | | — | | | | — | | | | — | | | | 274,656 | | | | (195,215 | ) | | | 10,400,930 | | | | (11,521,386 | ) | | | 45,521,672 | | | | (195,215 | ) |
Claims | | | 52,138 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (52,138 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 777,133,232 | | | | — | | | | — | | | | 155 | | | | (118,991,022 | ) | | | 2,261,946 | | | | (28,786,826 | ) | | | 269,030,711 | | | | (144,215,031 | ) | | | 756,433,165 | | | | (28,786,826 | ) |
Investments designated as Level 3 may include assets valued using quotes or indications furnished by brokers which are based on models or estimates without observable inputs and may not be executable prices. In light of the developing market conditions, the Investment Adviser continues to search for observable data points and evaluate broker quotes and indications received for portfolio investments.
For the three months ended March 31, 2022, there were no transfers in or out of Level 3.
NOTES TO CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued)
| | |
As of March 31, 2022 | | Highland Income Fund |
The following is a summary of significant unobservable inputs used in the fair valuations of assets and liabilities categorized within Level 3 of the fair value hierarchy:
| | | | | | | | | | |
Category | | Fair Value at 03/31/22 $ | | | Valuation Technique | | Unobservable Inputs | | Range Input Value(s) (Average Input Value) |
Common Stocks | | | 489,216,509 | | | Multiples Analysis | | Multiple of EBITDA less CAPEX | | 8.25x - 12.5x (10.375x) |
| | | | | | | | Revenue Multiple | | 0.40x - 0.45x (0.425x) |
| | | | | | | | Unadjusted Price/MHz-PoP | | $0.09 - $0.95 ($0.52) |
| | | | | | | | NAV / sh | | $19.64 |
| | | | | | Discounted Cash Flow | | Discount Rate | | 8.00% - 27.50% (15.438%) |
| | | | | | | | Capitalization Rate | | 5.75% - 9.50% (7.63%) |
| | | | | | Transaction Analysis | | Multiple of EBITDA less CAPEX | | 11.0x - 12.5x (11.75x) |
| | | | | | | | Price per Sq. Ft. | | $25.00 - $31.00 ($28.00) |
| | | | | | Transaction Indication of Value | | Enterprise Value ($mm) | | $835.00 |
| | | | | | Liquidation Analysis | | Recovery Rate | | 75% - 100% |
| | | | |
U.S. Senior Loans | | | 175,124,304 | | | Multiples Analysis | | Multiple of EBITDA less CAPEX | | 8.25x - 12.5x (10.375x) |
| | | | | | | | Revenue Multiple | | 0.40x - 0.45x (0.425x) |
| | | | | | Transaction Analysis | | Multiple of EBITDA less CAPEX | | 11.0x - 12.5x (11.75x) |
| | | | | | Discounted Cash Flow | | Discount Rate | | 11.00% - 15.50% |
| | | | | | Transaction Indication of Value | | Net Purchase Price ($mm) | | $6.36 |
| | | | | | Third Party Indication of Value | | Broker Quote | | Various |
| | | | |
Preferred Stock | | | 45,465,911 | | | Multiples Analysis | | Value per Acre Multiple | | $1,600 - $1,800 |
| | | | | | Third Party Indication of Value | | Broker Quote | | Various |
| | | | |
Collateralized Loan Obligation | | | 1,104,769 | | | Third Party Indication of Value | | Broker Quote | | Various |
| | | | |
LLC Interest | | | 45,521,672 | | | Discounted Cash Flow | | Discount Rate | | 1.49% - 14.00% (6.97%) |
| | | | | | | | | | |
| | | 756,433,165 | | | | | | | |
In addition to the unobservable inputs utilized for various valuation methodologies, the Company frequently uses a combination of two or more valuation methodologies to determine fair value for a single holding. In such instances, the Company assesses the methodologies and ascribes weightings to each methodology. The weightings ascribed to any individual methodology ranged from as low as 10% to as high as 90% as of March 31, 2022. The selection of weightings is an inherently subjective process, dependent on professional judgement. These selections may have a material impact to the concluded fair value for such holdings.
The significant unobservable inputs used in the fair value measurement of the Company’s Preferred Stock are the value per acre multiple and broker quote. Significant decreases (increases) in any of those inputs in isolation could result in a significantly higher (lower) fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s U.S. Senior Loans are the discount rate, net purchase price, adjusted EBITDA multiple, revenue multiple, and broker quote. Significant decreases (increases) in any of those inputs in isolation could result in a significantly higher (lower) fair value measurement.
The significant unobservable input used in the fair value measurement of the Company’s LLC interests is the discount rate. Significant decreases (increases) in any of those inputs in isolation could result in a significantly higher (lower) fair value measurement. The significant unobservable input used in the fair value measurement of the Company’s claims is the indication of value. Significant decreases (increases) in any of those inputs in isolation could result in a significantly higher (lower) fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Company’s common stock are the unadjusted price/MHz-PoP multiple, EBITDA multiple, revenue multiple, discount rate, price per sq. ft., enterprise value, NAV per share multiple, capitalization rate, and recovery rate. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the risk discount is accompanied by a directionally opposite change in the assumption for the price/MHz-PoP multiple.
NOTES TO CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued)
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As of March 31, 2022 | | Highland Income Fund |
Security Transactions
Security transactions are accounted for on the trade date. Realized gains/(losses) on investments sold are recorded on the basis of the specific identification method for both financial statement and U.S. federal income tax purposes taking into account any foreign taxes withheld.
Cash & Cash Equivalents
The Fund considers liquid assets deposited with a bank and certain short-term debt instruments of sufficient credit quality with original maturities of three months or less to be cash equivalents. These investments represent amounts held with financial institutions that are readily accessible to pay Fund expenses or purchase investments. Cash and cash equivalents are valued at cost plus accrued interest, which approximates market value. The value of cash equivalents denominated in foreign currencies is determined by converting to U.S. dollars on the date of this financial report.
Securities Sold Short
The Fund may sell securities short. A security sold short is a transaction in which the Fund sells a security it does not own in anticipation that the market price of that security will decline. When the Fund sells a security short, it must borrow the security sold short from a broker-dealer and deliver it to the buyer upon conclusion of the transaction. The Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any dividends or other payments received on such borrowed securities. In some circumstances, the Fund may be allowed by its prime broker to utilize proceeds from securities sold short to purchase additional investments, resulting in leverage. Securities and cash held as collateral for securities sold short are shown on the Consolidated Investment Portfolio for the Fund.
Derivative Transactions
The Fund is subject to equity securities risk, interest rate risk and currency risk in the normal course of pursuing its investment objectives. The Fund enters into derivative transactions for the purpose of hedging against the effects of changes in the value of portfolio securities due to anticipated changes in market conditions, to gain market exposure for residual and accumulating cash positions and for managing the duration of fixed income investments.
Reverse Repurchase Agreements
The Fund may engage in reverse repurchase agreement transactions with respect to instruments that are consistent with the Fund’s investment objective or policies.
NOTES TO CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued)
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As of March 31, 2022 | | Highland Income Fund |
Affiliated Issuers
Under Section 2 (a)(3) of the Investment Company Act of 1940, as amended, a portfolio company is defined as “affiliated” if a fund owns five percent or more of its outstanding voting securities or if the portfolio company is under common control. The table below shows affiliated issuers of the Fund for the period ended March 31, 2022:
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Issuer | | Shares at December 31, 2021 | | | Beginning Value as of December 31, 2021 $ | | | Purchases at Cost $ | | | Proceeds from Sales $ | | | Distribution to Return of Capital $ | | | Net Realized Gain/ (Loss) on Sales $ | | | Change in Unrealized Appreciation/ (Depreciation) $ | | | Ending Value as of March 31, 2022 $ | | | Shares at March 31, 2022 | | | Affiliated Income $ | |
Majority Owned, Not Consolidated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allenby (Common Stocks) | | | 1,474,379 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,474,379 | | | | — | |
Claymore (Common Stocks) | | | 10,359,801 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,359,801 | | | | — | |
Other Affiliates | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CCS Medical, Inc. (U.S. Senior Loans & Common Stocks) | | | 72,299,652 | | | | 40,766,645 | | | | 86,196,155 | | | | (86,196,154 | ) | | | — | | | | — | | | | 4,672,451 | | | | 45,439,097 | | | | 27,074,387 | | | | — | |
EDS Legacy Partners (U.S. Senior Loans) | | | 57,000,000 | | | | 49,533,000 | | | | — | | | | — | | | | — | | | | — | | | | 661,200 | | | | 50,194,200 | | | | 57,000,000 | | | | — | |
Highland Global Allocation Fund (Registered Investment Company) | | | 48,649 | | | | 441,246 | | | | — | | | | — | | | | — | | | | — | | | | 37,947 | | | | 479,193 | | | | 48,649 | | | | 11,822 | |
Highland Income Fund (Registered Investment Company) | | | 9,600 | | | | 105,504 | | | | 19,033,778 | | | | (23,790,598 | ) | | | — | | | | 5,303,909 | | | | 17,241 | | | | 669,834 | | | | 56,100 | | | | — | |
LLV Holdco LLC (U.S. Senior Loans & Common Stocks) | | | 13,247,111 | | | | 19,078,993 | | | | — | | | | (1,265,701 | ) | | | — | | | | — | | | | (54,823 | ) | | | 17,758,469 | | | | 11,975,048 | | | | 8,272 | |
NEXLS LLC (LLC Interest) | | | 763 | | | | 35,315,956 | | | | 400,931 | | | | — | | | | — | | | | — | | | | 413,285 | | | | 36,130,172 | | | | 772 | | | | — | |
NexPoint Diversified Real Estate Trust (Registered Investment Company) | | | 1,156,943 | | | | 15,711,286 | | | | — | | | | — | | | | — | | | | — | | | | 2,591,552 | | | | 18,302,838 | | | | 1,156,943 | | | | 173,542 | |
NexPoint Real Estate Finance (Common Stocks) | | | 552,534 | | | | 10,636,280 | | | | 83,367,987 | | | | — | | | | — | | | | — | | | | 4,809,392 | | | | 98,813,659 | | | | 4,372,286 | | | | 880,545 | |
NexPoint Residential Trust, Inc. (Common Stocks) | | | 153,276 | | | | 12,849,127 | | | | 57,429 | | | | — | | | | (46,724 | ) | | | — | | | | 1,039,600 | | | | 13,899,432 | | | | 153,908 | | | | 11,053 | |
NexPoint Storage Partners, Inc. (Common Stocks) | | | 18,568 | | | | 25,868,009 | | | | 18,995,600 | | | | — | | | | — | | | | — | | | | 223 | | | | 44,863,832 | | | | 32,203 | | | | — | |
NFRO REIT SUB, SUB II, LLC (Commons Stocks) | | | 106,355,853 | | | | 310,315,649 | | | | 48,862,598 | | | | — | | | | (119,080,852 | ) | | | — | | | | 9,159,472 | | | | 249,256,867 | | | | 110,913,476 | | | | — | |
NexPoint Real Estate Finance Operating Partnership, L.P., NREF OP II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(LLC Interest) | | | 624,311 | | | | 12,017,981 | | | | 11,521,327 | | | | (23,832,735 | ) | | | — | | | | (174,807 | ) | | | 468,234 | | | | — | | | | — | | | | (46,823 | ) |
NHT Operating Partnership LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Secured Promissory Note (U.S. Senior Loans) | | | — | | | | — | | | | 41,550,000 | | | | — | | | | — | | | | — | | | | — | | | | 41,550,000 | | | | 41,550,000 | | | | 205,364 | |
SFR WLIF I, III, LLC (LLC Interest) | | | 11,854,986 | | | | 11,246,731 | | | | 10,000,000 | | | | (11,521,387 | ) | | | — | | | | (333,599 | ) | | | (245 | ) | | | 9,391,500 | | | | 10,000,000 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 275,156,426 | | | | 543,886,407 | | | | 319,985,805 | | | | (146,606,575 | ) | | | (119,127,576 | ) | | | 4,795,503 | | | | 23,815,529 | | | | 626,749,093 | | | | 276,167,952 | | | | 1,243,775 | |
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