CONSOLIDATED INVESTMENT PORTFOLIO (unaudited)
| | |
As of September 30, 2022 | | Highland Income Fund |
| | | | | | | | |
Shares | | Value ($) | |
| Common Stocks — 56.8% | |
| COMMUNICATION SERVICES — 1.1% | |
| 97,600 | | | Telesat(a) | | | 762,256 | |
| 96,700 | | | Telesat, Class B(a) | | | 755,227 | |
| 27,134 | | | TerreStar Corporation(a)(b)(c)(d) | | | 9,578,573 | |
| | | | | | | | |
| | | | | | | 11,096,056 | |
| | | | | | | | |
| 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) | | | — | |
| | | | | | | | |
| GAMING/LEISURE — 0.5% | |
| 34,512 | | | LLV Holdco LLC - Series A, Membership Interest(a)(b)(c)(e) | | | 5,116,737 | |
| 436 | | | LLV Holdco LLC - Series B, Membership Interest(a)(b)(c)(e) | | | 64,590 | |
| | | | | | | | |
| | | | | | | 5,181,327 | |
| | | | | | | | |
| HEALTHCARE — 2.6% | |
| 12,026,660 | | | CCS Medical Inc.(a)(b)(c)(e) | | | 26,639,052 | |
| | | | | | | | |
| MATERIALS — 0.1% | |
| 299,032 | | | MPM Holdings, Inc.(a) | | | 1,495,160 | |
| | | | | | | | |
| REAL ESTATE — 52.5% | |
| 1,474,379 | | | Allenby(a)(b)(c)(e) | | | — | |
| 10,359,801 | | | Claymore(a)(b)(c)(e) | | | — | |
| 574,004 | | | Healthcare Realty Trust, Class A, REIT | | | 11,967,983 | |
| 68,862 | | | Independence Realty Trust, Inc., REIT | | | 1,152,061 | |
| 2,356,665 | | | IQHQ, Inc.(b)(c) | | | 65,986,620 | |
| 4,372,286 | | | NexPoint Real Estate Finance(e) | | | 65,496,841 | |
| 154,840 | | | NexPoint Residential Trust, Inc., REIT(e) | | | 7,155,156 | |
| 32,203 | | | NexPoint Storage Partners, Inc.(a)(b)(c)(e) | | | 45,219,355 | |
| 90,436,434 | | | NFRO REIT SUB II, LLC(a)(b)(c)(e) | | | 150,189,415 | |
| 35,074,157 | | | NFRO REIT SUB, LLC(a)(b)(c)(e) | | | 168,409,617 | |
| 844,371 | | | Washington Real Estate Investment Trust, REIT(f) | | | 14,827,155 | |
| | | | | | | | |
| | | | | | | 530,404,203 | |
| | | | | | | | |
| | | | Total Common Stocks (Cost $821,094,450) | | | 574,847,481 | |
| | | | | |
| |
Principal Amount ($) | | | |
| U.S. Senior Loans (g) — 23.6% | |
| COMMUNICATION SERVICES — 0.8% | |
| 8,305,032 | | | TerreStar Corporation, Term Loan D, 02/27/28 (b)(c) | | | 8,242,744 | |
| 60,212 | | | TerreStar Corporation, Term Loan H, 02/28/23 (b)(c) | | | 59,760 | |
| 64,535 | | | TerreStar Corporation, Term Loan, 1st Lien, 02/28/23 (b)(c) | | | 64,051 | |
| | | | | | | | |
| | | | | | | 8,366,555 | |
| | | | | | | | |
| | | | | | | | |
Principal Amount ($) | | Value ($) | |
| U.S. Senior Loans (continued) | |
| CONSUMER PRODUCTS — 0.3% | |
| 3,240,074 | | | Dayco Products LLC, Term Loan B, 1st Lien, LIBOR USD 3 Month + 4.250%, 05/08/23 | | | 3,209,698 | |
| | | | | | | | |
| ENERGY — 0.6% | |
| 6,403,998 | | | Quarternorth Energy Holding, Term Loan, 2nd Lien, 08/27/26 | | | 6,393,335 | |
| | | | | | | | |
| GAMING/LEISURE — 1.5% | |
| 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) | | | — | |
| 15,278,036 | | | LLV Holdco LLC, Revolving Exit Loan, 12/31/22 (b)(c)(e) | | | 13,689,120 | |
| | | | | | | | |
| | | | | | | 14,567,402 | |
| | | | | | | | |
| HEALTHCARE — 1.5% | |
| 15,501,667 | | | CCS Medical Inc., Junior Credit Term Loan, 1st Lien, 01/04/27 (b)(c)(e) | | | 15,501,667 | |
| | | | | | | | |
| INFORMATION TECHNOLOGY — 6.0% | |
| 61,411,237 | | | EDS Legacy Partners, LIBOR USD 3 Month + 2.750%, 12/14/23 (b)(c)(e) | | | 60,452,853 | |
| | | | | | | | |
| METALS & MINING — 1.2% | |
| 13,112,017 | | | Peabody Energy Corporation, 2018 Refinancing Term Loan, 1st Lien, 03/31/25 | | | 12,512,864 | |
| | | | | | | | |
| REAL ESTATE — 11.3% | |
| 65,000,000 | | | NexPoint SFR Operating Partnership, LP, 05/24/27 (b)(c)(e) | | | 65,000,000 | |
| 6,400,000 | | | NHT Operating Partnership LLC Convertible Promissory Note, 09/30/42 (b)(c)(e) | | | 6,400,000 | |
| 42,550,000 | | | NHT Operating Partnership LLC Secured Promissory Note, 02/14/27 (b)(c)(e) | | | 42,550,000 | |
| | | | | | | | |
| | | | | | | 113,950,000 | |
| | | | | | | | |
| RETAIL — 0.4% | |
| 3,905,331 | | | GNC Holdings LLC, Term Loan, 2nd Lien, 10/07/26 | | | 3,594,525 | |
| | | | | | | | |
| | | | Total U.S. Senior Loans (Cost $332,983,602) | | | 238,548,899 | |
| | | | | |
| Collateralized Loan Obligations — 11.2% | |
| 5,800,000 | | | Acas CLO, Series 2015-1A, Class FRR ICE LIBOR USD 3 Month + 7.910%, 10.65%, 10/18/2028 (j)(k) | | | 3,427,603 | |
| | |
CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued) |
As of September 30, 2022 | | Highland Income Fund |
| | | | | | | | |
Principal Amount ($) | | Value ($) | |
| Collateralized Loan Obligations (continued) | |
| 2,000,000 | | | Apex Credit CLO, Series 2019-1A, Class D ICE LIBOR USD 3 Month + 7.100%, 9.84%, 4/18/2032 (j)(k) | | | 1,597,600 | |
| 1,500,000 | | | Atlas Senior Loan Fund, Series 2017-8A, Class F ICE LIBOR USD 3 Month + 7.150%, 9.89%, 1/16/2030 (j)(k) | | | 942,450 | |
| 2,400,000 | | | Atlas Senior Loan Fund XII, Series 2018-12A, Class E ICE LIBOR USD 3 Month + 5.950%, 8.73%, 10/24/2031 (j)(k) | | | 2,022,000 | |
| 1,250,000 | | | Cathedral Lake CLO, Series 2017-1A, Class DR ICE LIBOR USD 3 Month + 7.250%, 9.76%, 10/15/2029 (j)(k) | | | 1,014,875 | |
| 2,000,000 | | | Cathedral Lake VII, Series 2021-7RA, Class E ICE LIBOR USD 3 Month + 7.770%, 10.28%, 1/15/2032 (j)(k) | | | 1,760,000 | |
| 5,462,500 | | | CIFC Funding, Series 2013-2A, Class SUB 0.00%, 10/18/2030 (h)(j)(k) | | | 1,174,437 | |
| 1,000,000 | | | CIFC Funding, Series 2018-1A, Class ER2 ICE LIBOR USD 3 Month + 5.850%, 8.59%, 1/18/2031 (j)(k) | | | 895,000 | |
| 3,000,000 | | | CIFC Funding, Series 2015-1A, Class SUB 0.00%, 1/22/2031 (h)(j)(k)(l) | | | 742,500 | |
| 3,324,756 | | | CIFC Funding, Series 2014-4RA, Class SUB 0.00%, 1/17/2035 (h)(j)(k)(l) | | | 947,555 | |
| 2,500,000 | | | CIFC Funding, Series 2014-1A, Class SUB 0.00%, 1/18/2031 (h)(j)(k) | | | 550,000 | |
| 3,000,000 | | | Covenant Credit Partners CLO III, Series 2017-1A, Class F ICE LIBOR USD 3 Month + 7.950%, 10.46%, 10/15/2029 (j)(k) | | | 2,190,000 | |
| 1,537,000 | | | Dryden 36 Senior Loan Fund, Series 2019-36A, Class ER2 ICE LIBOR USD 3 Month + 6.880%, 9.39%, 4/15/2029 (j)(k) | | | 1,383,300 | |
| 4,000,000 | | | Eaton Vance CLO, Series 2019-1A, Class F ICE LIBOR USD 3 Month + 8.250%, 10.76%, 4/15/2031 (j)(k) | | | 3,320,000 | |
| 40,385,754 | | | FREMF Mortgage Trust, Series 2021-KF112, Class CS SOFR30A + 6.250%, 8.53%, 1/25/2031 (j)(k) | | | 40,474,098 | |
| | | | | | | | |
Principal Amount ($) | | Value ($) | |
| Collateralized Loan Obligations (continued) | |
| 5,450,000 | | | Galaxy XXVI CLO, Series 2018-26A, Class F ICE LIBOR USD 3 Month + 8.000%, 10.98%, 11/22/2031 (j)(k) | | | 4,251,000 | |
| 1,000,000 | | | GoldenTree Loan Management US CLO 3, Series 2018-3A, Class F ICE LIBOR USD 3 Month + 6.500%, 9.21%, 4/20/2030 (j)(k) | | | 782,100 | |
| 2,500,000 | | | GoldenTree Loan Opportunities IX, Series 2018-9A, Class FR2 ICE LIBOR USD 3 Month + 7.640%, 10.45%, 10/29/2029 (j)(k) | | | 2,050,833 | |
| 2,125,000 | | | ICG US CLO, Series 2022-1A, Class DJ TSFR3M + 5.730%, 7.84%, 7/20/2035 (j)(k) | | | 2,098,438 | |
| 4,000,000 | | | Jay Park CLO, Ltd., Series 2018-1A, Class ER ICE LIBOR USD 3 Month + 7.350%, 10.06%, 10/20/2027 (j)(k) | | | 3,460,000 | |
| 3,000,000 | | | KKR CLO 18, Series 2017-18, Class E ICE LIBOR USD 3 Month + 6.450%, 9.19%, 7/18/2030 (j)(k) | | | 2,710,950 | |
| 1,400,000 | | | Madison Park Funding XX, Series 2018-20A, Class ER ICE LIBOR USD 3 Month + 5.300%, 8.07%, 7/27/2030 (j)(k) | | | 1,226,820 | |
| 2,350,000 | | | Madison Park Funding XXIV, Series 2019-24A, Class ER TSFR3M + 7.462%, 9.94%, 10/20/2029 (j)(k) | | | 2,170,695 | |
| 2,000,000 | | | Madison Park Funding XXIX, Series 2018-29A, Class F ICE LIBOR USD 3 Month + 7.570%, 10.31%, 10/18/2030 (j)(k) | | | 1,832,600 | |
| 1,000,000 | | | Madison Park Funding XXX, Series 2018-30A, Class F ICE LIBOR USD 3 Month + 6.850%, 9.36%, 4/15/2029 (j)(k) | | | 850,400 | |
| 490,000 | | | Magnetite VII, Ltd., Series 2018-7A, Class ER2 ICE LIBOR USD 3 Month + 6.500%, 9.01%, 1/15/2028 (j)(k) | | | 428,750 | |
| 2,500,000 | | | Man GLG US CLO, Series 2018-1A, Class DR ICE LIBOR USD 3 Month + 5.900%, 8.61%, 4/22/2030 (j)(k) | | | 1,991,313 | |
| 4,000,000 | | | Northwoods Capital XII-B, Ltd., Series 2018-12BA, Class F ICE LIBOR USD 3 Month + 8.170%, 11.46%, 6/15/2031 (j)(k) | | | 2,720,000 | |
| 2,900,000 | | | OHA Credit Partners XII, Series 2018-12A, Class FR ICE LIBOR USD 3 Month + 7.680%, 10.46%, 7/23/2030 (j)(k) | | | 2,411,785 | |
| | |
CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued) |
As of September 30, 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%, 10.13%, 1/17/2031 (j)(k) | | | 2,177,000 | |
| 2,000,000 | | | Park Avenue Institutional Advisers CLO, Series 2021-2A, Class E ICE LIBOR USD 3 Month + 7.010%, 9.52%, 7/15/2034 (j)(k) | | | 1,780,000 | |
| 3,150,000 | | | Saranac CLO III, Ltd., Series 2018-3A, Class ER ICE LIBOR USD 3 Month + 7.500%, 11.10%, 6/22/2030 (j)(k) | | | 2,178,225 | |
| 2,000,000 | | | Symphony CLO XXVI, Series 2021-26A, Class ER ICE LIBOR USD 3 Month + 7.500%, 10.21%, 4/20/2033 (j)(k) | | | 1,820,000 | |
| 5,955,627 | | | THL Credit Wind River, Series 2014-2A, Class SUB 0.00%, 1/15/2031 (b)(c)(h)(i)(j)(k) | | | 1,179,214 | |
| 2,200,000 | | | TICP CLO I-2, Series 2018-IA, Class E ICE LIBOR USD 3 Month + 8.000%, 10.77%, 4/26/2028 (j)(k) | | | 1,877,150 | |
| 4,150,000 | | | TICP CLO III-2, Series 2018-3R, Class F ICE LIBOR USD 3 Month + 7.980%, 10.69%, 4/20/2028 (j)(k) | | | 3,505,920 | |
| 1,000,000 | | | Vibrant ClO 1X, Series 2018-9A, Class D ICE LIBOR USD 3 Month + 6.250%, 8.96%, 7/20/2031 (j)(k) | | | 780,000 | |
| 1,275,000 | | | Voya CLO, Series 2018-2A, Class DR TSFR3M + 5.862%, 8.40%, 4/25/2031 (j)(k) | | | 994,500 | |
| 1,000,000 | | | Webster Park CLO, Series 2018-1A, Class ER ICE LIBOR USD 3 Month + 7.750%, 10.46%, 7/20/2030 (j)(k) | | | 880,000 | |
| 3,000,000 | | | Zais CLO 3, Ltd., Series 2018-3A, Class DR ICE LIBOR USD 3 Month + 6.910%, 9.42%, 7/15/2031 (j)(k) | | | 2,141,250 | |
| 3,300,000 | | | Zais CLO 8, Ltd., Series 2018-1A, Class E ICE LIBOR USD 3 Month + 5.250%, 7.76%, 4/15/2029 (j)(k) | | | 2,557,500 | |
| | | | | | | | |
| | | | Total Collateralized Loan Obligations (Cost $127,567,324) | | | 113,297,861 | |
| | | | | |
| | | | | | | | |
Shares | | Value ($) | |
| LLC Interest — 4.9% | |
| 830 | | | NEXLS LLC(b)(c)(e) | | | 40,523,955 | |
| 10,000,000 | | | SFR WLIF III, LLC(b)(c)(e) | | | 9,384,000 | |
| | | | | | | | |
| | | | Total LLC Interest (Cost $40,834,362) | | | 49,907,955 | |
| | | | | |
| |
Units | | | |
| Warrants — 3.3% | |
| ENERGY — 3.3% | |
| 5,801 | | | Arch Resources, Expires 10/08/2023(a)(b)(c) | | | 403,344 | |
| 85,465 | | | Quarternorth Energy Holding Inc. Tranche 1, Expires 08/27/2029(a) | | | 726,452 | |
| 164,598 | | | Quarternorth Energy Holding Inc. Tranche 2, Expires 08/27/2029(a) | | | 905,289 | |
| 254,538 | | | Quarternorth Energy Holding Inc. Tranche 3, Expires 08/27/2029(a) | | | 31,138,524 | |
| | | | | | | | |
| | | | Total Warrants (Cost $31,011,555) | | | 33,173,609 | |
| | | | | |
| |
Shares | | | |
| Preferred Stock — 3.0% | |
| FINANCIALS — 0.5% | |
| 3,980 | | | Eastland CLO 1.00%, 05/01/2022(b)(c)(k) | | | 40,392 | |
| 34,500 | | | Eastland CLO II (a)(b)(c)(m)(n) | | | 350,134 | |
| 8,860 | | | Gleneagles CLO , 12/30/2049(a)(b)(c)(k)(m) | | | 160,741 | |
| 40,000 | | | Granite Point Mortgage Trust 7.00%(f)(n)(o) | | | 810,400 | |
| 62,600 | | | Grayson CLO , 11/01/2021(b)(c)(k)(m) | | | 689,261 | |
| 150,977 | | | NexPoint Real Estate Finance 8.50%(e)(f)(n) | | | 3,368,297 | |
| 12,553 | | | Rockwall CDO , 08/01/2024(a)(b)(c)(k)(m) | | | 90,134 | |
| 4,800 | | | Rockwall CDO (b)(c)(m)(n) | | | 81 | |
| | | | | | | | |
| | | | | | | 5,509,440 | |
| | | | | | | | |
| HEALTHCARE — 2.0% | |
| 270,246 | | | Apnimed (b)(c)(m)(n) | | | 2,400,004 | |
| 2,361,111 | | | Sapience Therapeutics Inc 8.00%(b)(c)(n) | | | 7,791,666 | |
| 3,440,476 | | | Sapience Therapeutics Inc, Class B 8.00%(a)(b)(c)(n) | | | 9,805,357 | |
| | | | | | | | |
| | | | | | | 19,997,027 | |
| | | | | | | | |
| | |
CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued) |
As of September 30, 2022 | | Highland Income Fund |
| | | | | | | | |
Shares | | Value ($) | |
| Preferred Stock (continued) | |
| REAL ESTATE — 0.5% | |
| 267,154 | | | Braemar Hotels & Resorts, Inc., REIT 5.50%(a)(n) | | | 3,948,536 | |
| 249,514 | | | G-LA Resorts Holdings (a)(b)(c)(m)(n) | | | 249,514 | |
| 47,300 | | | Wheeler Real Estate Investment Trust, REIT 8.75% (a)(n)(p) | | | 552,464 | |
| 82,301 | | | Wheeler Real Estate Investment Trust, REIT 9.00%(a)(n) | | | 189,293 | |
| | | | | | | | |
| | | | | | | 4,939,807 | |
| | | | | | | | |
| | | | Total Preferred Stock (Cost $73,611,954) | | | 30,446,274 | |
| | | | | |
| Registered Investment Companies — 1.5% | |
| 48,649 | | | Highland Global Allocation Fund (e) | | | 424,219 | |
| 1,156,943 | | | NexPoint Diversified Real Estate Trust (e)(f) | | | 14,519,635 | |
| | | | | | | | |
| | | | Total Registered Investment Companies (Cost $18,149,407) | | | 14,943,854 | |
| | | | | |
| Exchange-Traded Funds — 0.6% | |
| 54,265 | | | Direxion Daily S&P 500 Bull 3X | | | 2,907,519 | |
| 146,675 | | | ProShares UltraPro QQQ | | | 2,833,761 | |
| | | | | | | | |
| | | | | | | 5,741,280 | |
| | | | | | | | |
| | | | Total Exchange-Traded Funds (Cost $7,928,086) | | | 5,741,280 | |
| | | | | |
| |
Principal Amount ($) | | | |
| Corporate Bonds & Notes — 0.4% | |
| COMMUNICATION SERVICES — 0.0% | |
| 3,100 | | | iHeartCommunications, Inc. 6.38%, 05/01/26 | | | 2,882 | |
| | | | | | | | |
| FINANCIALS — 0.4% | |
| 4,000,000 | | | South Street Securities Funding LLC 6.25%, 12/30/26 (k) | | | 3,600,000 | |
| | | | | | | | |
| INDUSTRIALS — 0.0% | |
| 7,500,000 | | | American Airlines 12/31/49 (b)(c)(h)(i)(q) | | | — | |
| | | | | | | | |
| UTILITIES — 0.0% | |
| 15,222,107 | | | Bruce Mansfield Pass-Through Trust 6.85%, 06/01/34 (i) | | | — | |
| | | | | | | | |
| | | | Total Corporate Bonds & Notes (Cost $4,047,650) | | | 3,602,882 | |
| | | | | |
| |
Shares | | | |
| Master Limited Partnership — 0.2% | |
| ENERGY — 0.2% | |
| 179,200 | | | Energy Transfer L.P. | | | 1,976,576 | |
| | | | | | | | |
| | | | Total Master Limited Partnership (Cost $1,869,174) | | | 1,976,576 | |
| | | | | |
| | | | | | | | |
Units | | Value ($) | |
| Rights — 0.0% | |
| UTILITIES — 0.0% | |
| 4,933 | | | Texas Competitive Electric Holdings Co., LLC (a) | | | 6,166 | |
| | | | | | | | |
| | | | Total Rights (Cost $–) | | | 6,166 | |
| | | | | |
| |
Principal Amount ($) | | | |
| Repurchase Agreement(r)(s) — 0.0% | |
| 191,697 | | | Citigroup Global Markets, Inc. 3.050%, dated 09/30/2022 to be repurchased on 10/03/2022, repurchase price $191,746 (collateralized by U.S. Government and Treasury obligations, ranging in par value $1,819 - $113,605, 1.375% - 4.500%, 04/15/2025 – 12/01/2048; with total market value $195,697) | | | 191,697 | |
| | | | | | | | |
| | | | Total Repurchase Agreement (Cost $191,697) | | | 191,697 | |
| | | | | |
| |
Shares | | | |
| Cash Equivalent — 10.7% | |
| MONEY MARKET FUND(t) — 10.7% | |
| 108,066,882 | | | Dreyfus Treasury Obligations Cash Management, Institutional Class 2.850% | | | 108,066,882 | |
| | | | | | | | |
| | | | Total Cash Equivalent (Cost $108,066,882) | | | 108,066,882 | |
| | | | | |
| Total Investments – 116.2% | | | 1,174,751,416 | |
| | | | | |
| (Cost $1,567,356,143) | | | | |
| Securities Sold Short— (0.6)% | |
| Common Stocks — (0.6)% | |
| INFORMATION TECHNOLOGY — (0.6)% | |
| (41,100) | | | Texas Instruments, Inc. | | | (6,361,458 | ) |
| | | | | | | | |
| | | | Total Common Stocks (Proceeds $4,920,256) | | | (6,361,458 | ) |
| | | | | | | | |
| | | | Total Securities Sold Short - (0.6)% (Proceeds $4,920,256) | | | (6,361,458 | ) |
| | | | | | | | |
| Other Assets & Liabilities, Net - (15.6)%(u) | | | (157,320,921 | ) |
| | | | | |
| Net Assets - 100.0% | | | 1,011,069,037 | |
| | | | | |
| | |
CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued) |
As of September 30, 2022 | | Highland Income Fund |
(a) | Non-income producing security. |
(b) | Securities with a total aggregate value of $757,141,916, or 74.9% of net assets, were classified as Level 3 within the three-tier fair value hierarchy. Please see Consolidated Notes to 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 $757,141,916, or 74.9% of net assets, were fair valued under the Fund’s valuation procedures as of September 30, 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 | | | $ | 9,578,573 | | | | 0.9 | % |
(e) | Affiliated issuer. Assets with a total aggregate fair value of $740,104,509, or 73.2% of net assets, were affiliated with the Fund as of September 30, 2022. |
(f) | Securities (or a portion of securities) on loan. As of September 30, 2022, the fair value of securities loaned was $471,817. The loaned securities were secured with cash and/or securities collateral of $482,704. Collateral is calculated based on prior day’s prices. |
(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 September 30, 2022, the LIBOR USD 3 Month rate was 3.75%. 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) | 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. |
(k) | 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 September 30, 2022, these securities amounted to $117,878,389 or 11.7% of net assets. |
(l) | 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. |
(m) | There is currently no rate available. |
(n) | Perpetual security with no stated maturity date. |
(o) | 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 September 30, 2022. |
(p) | Step Coupon Security. Coupon rate will either increase (step-up bond) or decrease (step-down bond) at regular intervals until maturity. Interest rate shown reflects the rate currently in effect. |
(q) | Represents value held in escrow pending future events. No interest is being accrued. |
(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 September 30, 2022 was $191,697. |
(t) | Rate reported is 7 day effective yield. |
(u) | As of September 30, 2022, $6,512,295 in cash was segregated or on deposit with the brokers to cover investments sold short and is included in “Other Assets & Liabilities, Net”. |
| | |
CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (concluded) |
As of September 30, 2022 | | Highland Income Fund |
Reverse Repurchase Agreement outstanding as of September 30, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | |
Counterparty | | Collateral Pledged | | Interest Rate % | | | Trade Date | | | Repurchase Amount | | | Principal Amount | | | Value | |
Mizuho Securities | | FREMF Mortgage Trust, Series 2021-KF103, Class CS, 11/02/2022 | | | 4.7 | | | | 3/10/2022 | | | $ | (24,284,000 | ) | | $ | (24,284,000 | ) | | $ | (24,284,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Total Reverse Repurchase Agreement | | | | | | | | | | | | | | $ | (24,284,000 | ) | | $ | (24,284,000 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | |
NOTES TO CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) |
As of September 30, 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 NexPoint Asset Management, L.P. (formerly Highland Capital Management Fund Advisors, L.P.) (“NexPoint” or 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.
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 TO CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued) |
As of September 30, 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.
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 September 30, 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 September 30, 2022 is as follows:
| | | | | | | | | | | | | | | | |
| | Total value at September 30, 2022 ($) | | | Level 1 Quoted Price ($) | | | Level 2 Significant Observable Inputs ($) | | | Level 3 Significant Unobservable Inputs ($) | |
Highland Income Fund | |
Assets | | | | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Communication Services | | | 11,096,056 | | | | 1,517,483 | | | | — | | | | 9,578,573 | |
Consumer Discretionary | | | 31,683 | | | | — | | | | — | | | | 31,683 | |
Energy | | | — | | | | — | | | | — | | | | — | (1) |
Gaming/Leisure | | | 5,181,327 | | | | — | | | | — | | | | 5,181,327 | |
Healthcare | | | 26,639,052 | | | | — | | | | — | | | | 26,639,052 | |
Materials | | | 1,495,160 | | | | — | | | | 1,495,160 | | | | — | |
Real Estate | | | 530,404,203 | | | | 100,599,196 | | | | — | | | | 429,805,007 | |
U.S. Senior Loans | | | | | | | | | | | | | | | | |
Communication Services | | | 8,366,555 | | | | — | | | | — | | | | 8,366,555 | |
Consumer Products | | | 3,209,698 | | | | — | | | | 3,209,698 | | | | — | |
Energy | | | 6,393,335 | | | | — | | | | 6,393,335 | | | | — | |
Gaming/Leisure | | | 14,567,402 | | | | — | | | | — | | | | 14,567,402 | |
Healthcare | | | 15,501,667 | | | | — | | | | — | | | | 15,501,667 | |
Information Technology | | | 60,452,853 | | | | — | | | | — | | | | 60,452,853 | |
Metals & Mining | | | 12,512,864 | | | | — | | | | 12,512,864 | | | | — | |
Real Estate | | | 113,950,000 | | | | — | | | | — | | | | 113,950,000 | |
Retail | | | 3,594,525 | | | | — | | | | 3,594,525 | | | | — | |
Collateralized Loan Obligations | | | 113,297,861 | | | | — | | | | 112,118,647 | | | | 1,179,214 | |
LLC Interest | | | 49,907,955 | | | | — | | | | — | | | | 49,907,955 | |
Warrants | | | | | | | | | | | | | | | | |
Energy | | | 33,173,609 | | | | — | | | | 32,770,265 | | | | 403,344 | |
Preferred Stock | | | | | | | | | | | | | | | | |
Financials | | | 5,509,440 | | | | 3,368,297 | | | | 810,400 | | | | 1,330,743 | |
Healthcare | | | 19,997,027 | | | | — | | | | — | | | | 19,997,027 | |
Real Estate | | | 4,939,807 | | | | 4,690,293 | | | | — | | | | 249,514 | |
Registered Investment Companies | | | 14,943,854 | | | | 14,943,854 | | | | — | | | | — | |
Exchange Traded Funds | | | 5,741,280 | | | | 5,741,280 | | | | — | | | | — | |
Corporate Bonds & Notes | | | | | | | | | | | | | | | | |
Communication Services | | | 2,882 | | | | — | | | | 2,882 | | | | — | |
Financials | | | 3,600,000 | | | | — | | | | 3,600,000 | | | | — | |
Industrials | | | — | | | | — | | | | — | | | | — | (1) |
Utilities | | | — | | | | — | | | | — | (1) | | | — | |
Master Limited Partnerships | | | | | | | | | | | | | | | | |
Energy | | | 1,976,576 | | | | 1,976,576 | | | | — | | | | — | |
Rights | | | | | | | | | | | | | | | | |
Utilities | | | 6,166 | | | | — | | | | 6,166 | | | | — | |
Repurchase Agreement | | | 191,697 | | | | 191,697 | | | | — | | | | — | |
Cash Equivalents | | | 108,066,882 | | | | 108,066,882 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total Assets | | | 1,174,751,416 | | | | 241,095,558 | | | | 176,513,942 | | | | 757,141,916 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Securities Sold Short | | | | | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | | | | | |
Information Technology | | | (6,361,458 | ) | | | (6,361,458 | ) | | | — | | | | — | |
Reverse Repurchase Agreement | | | (24,284,000 | ) | | | — | | | | (24,284,000 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Total Liabilities | | | (30,645,458 | ) | | | (6,361,458 | ) | | | (24,284,000 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Total | | | 1,144,105,958 | | | | 234,734,100 | | | | 152,229,942 | | | | 757,141,916 | |
| | | | | | | | | | | | | | | | |
(1) | This category includes securities with a value of zero. |
| | |
NOTES TO CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued) |
As of September 30, 2022 | | Highland Income Fund |
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 September 30, 2022.
| | | | | | | | | | | | | | | | |
Category | | Fair Value at 09/30/22 $ | | | Valuation Technique | | | Unobservable Inputs | | | Range Input Value(s) (Average Input Value) | |
Common Stocks | | | 471,235,642 | | | | Multiples Analysis | | | | Unadjusted Price/MHz-PoP | | | | $0.09 - $0.95 ($0.515) | |
| | | | | | | Net Asset Value | | | | N/A | | | | $28.00 | |
| | | | | | | Discounted Cash Flow | | | | Discount Rate | | | | 10.00% - 29.5% (15.85%) | |
| | | | | | | | | | | Capitalization Rate | | | | 5.50% - 9.50% (7.50%) | |
| | | | | | | Transaction Analysis | | | | Multiple of EBITDA less CAPEX | | | | 11.50x - 13.00x (12.25x) | |
| | | | | | | | | | | Price per Sq. Ft. | | | | $25.00 - $31.00 ($28.00) | |
| | | | | | | Transaction Indication of Value | | | | Enterprise Value ($mm) | | | | $891.00 | |
U.S. Senior Loans | | | 212,838,477 | | | | Discounted Cash Flow | | | | Discount Rate | | | | 8.375% - 17.50% (12.34%) | |
| | | | | | | Transaction Indication of Value | | | | Net Purchase Price ($mm) | | | | $6.36 | |
| | | | | | | | | | | Cost Price | | | | N/A | |
| | | | | | | Third Party Indication of Value | | | | Broker Quote | | | | Various | |
Collateralized Loan Obligation | | | 1,179,214 | | | | Third Party Indication of Value | | | | Broker Quote | | | | Various | |
Preferred Stock | | | 21,577,284 | | | | NAV Approach | | | | Discount Rate | | | | 70.0% | |
| | | | | | | Transaction Indication of Value | | | | Cost Price | | | | N/A | |
LLC Interest | | | 49,907,955 | | | | Discounted Cash Flow | | | | Discount Rate | | | | 1.49% - 5.43% (3.46%) | |
| | | | | | | | | | | | | | | 14.0% | |
Warrants | | | 403,344 | | | | Black–Scholes Model | | | | Volatilty | | | | 87.94% | |
| | | | | | | | | | | | | | | | |
| | | 757,141,916 | | | | | | | | | | | | | |
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 quarter ended September 30, 2022, there was one Warrant position that transferred into Level 3.
| | |
NOTES TO CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (continued) |
As of September 30, 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:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 September 30, 2022 | | | Change in Unrealized Appreciation (Depreciation) from Investments held at September 30, 2022 | |
| | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Common Stocks | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Communication Services | | | 9,098,844 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 479,729 | | | | — | | | | — | | | | 9,578,573 | | | | 479,729 | |
Consumer Discretionary | | | 31,683 | | | | — | | | | — | | | | — | | | | (82,427 | ) | | | — | | | | 82,427 | | | | — | | | | — | | | | 31,683 | | | | 82,427 | |
Financials | | | 105,659,195 | | | | — | | | | — | | | | — | | | | — | | | | 36,500,572 | | | | (36,419,725 | ) | | | — | | | | (105,740,042 | ) | | | — | | | | — | |
Gaming/Leisure | | | 3,321,591 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 1,859,736 | | | | — | | | | — | | | | 5,181,327 | | | | 1,859,736 | |
Healthcare | | | 385,699 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (19,717,901 | ) | | | 45,971,254 | | | | — | | | | 26,639,052 | | | | (19,717,901 | ) |
Real Estate | | | 379,145,661 | | | | — | | | | — | | | | — | | | | (119,080,852 | ) | | | (509,145 | ) | | | 31,013,221 | | | | 139,236,122 | | | | — | | | | 429,805,007 | | | | 31,013,221 | |
U.S. Senior Loans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Communication Services | | | 7,755,762 | | | | — | | | | — | | | | 23 | | | | — | | | | — | | | | (58,403 | ) | | | 669,173 | | | | — | | | | 8,366,555 | | | | (58,403 | ) |
Gaming/Leisure | | | 16,635,684 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (796,220 | ) | | | — | | | | (1,272,062 | ) | | | 14,567,402 | | | | (4,140,516 | ) |
Healthcare | | | 48,880,946 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 20,638,034 | | | | 40,848,841 | | | | (94,866,154 | ) | | | 15,501,667 | | | | (25,177,174 | ) |
Information Technology | | | 49,533,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,508,617 | | | | 4,411,236 | | | | — | | | | 60,452,853 | | | | 6,508,617 | |
Real Estate | | | 80,337,570 | | | | — | | | | — | | | | — | | | | — | | | | 1,987,290 | | | | (987,290 | ) | | | 172,424,972 | | | | (139,812,542 | ) | | | 113,950,000 | | | | — | |
Utilities | | | 59,423 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (59,423 | ) | | | — | | | | — | | | | — | | | | — | |
Collateralized Loan Obligations | | | 1,471,635 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (292,421 | ) | | | — | | | | — | | | | 1,179,214 | | | | (292,421 | ) |
LLC Interest | | | 46,562,686 | | | | — | | | | — | | | | — | | | | — | | | | 274,657 | | | | 1,386,704 | | | | 13,205,294 | | | | (11,521,386 | ) | | | 49,907,955 | | | | 1,386,704 | |
Warrants | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Energy | | | — | | | | 256,694 | | | | — | | | | — | | | | — | | | | — | | | | 146,650 | | | | — | | | | — | | | | 403,344 | | | | 146,650 | |
Preferred Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financials | | | 27,952,200 | | | | 24,278,638 | | | | — | | | | — | | | | — | | | | — | | | | (50,900,095 | ) | | | — | | | | — | | | | 1,330,743 | | | | (50,900,095 | ) |
Healthcare | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 427,023 | | | | 19,570,004 | | | | — | | | | 19,997,027 | | | | 427,023 | |
Real Estate | | | 249,515 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | — | | | | — | | | | 249,514 | | | | (1 | ) |
Claims | | | 52,138 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (52,138 | ) | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 777,133,232 | | | | 24,535,332 | | | | — | | | | 23 | | | | (119,163,279 | ) | | | 38,253,374 | | | | (46,741,476 | ) | | | 436,336,896 | | | | (353,212,186 | ) | | | 757,141,916 | | | | (58,382,404 | ) |
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 September 30, 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 input used in the fair value measurement of the Company’s Preferred Stock 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 inputs used in the fair value measurement of the Company’s U.S. Senior Loans are the discount rate, net purchase price, 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 Collateralized Loan Obligations is the 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 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, and capitalization 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.
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NOTES TO CONSOLIDATED INVESTMENT PORTFOLIO (unaudited) (concluded) |
As of September 30, 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 September 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Beginning | | | | | | | | | Distribution | | | Net | | | Change in | | | Ending Value | | | | | | | |
| | | | | Value as of | | | | | | | | | to | | | Realized | | | Unrealized | | | as of | | | | | | | |
| | Shares at | | | December 31, | | | Purchases at | | | Proceeds | | | Return of | | | Gain/(Loss) | | | Appreciation/ | | | September 30, | | | Shares at | | | Affiliated | |
| | December 31, | | | 2021 | | | Cost | | | from Sales | | | Capital | | | on Sales | | | (Depreciation) | | | 2022 | | | September 30, | | | Income | |
Issuer | | 2021 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | 2022 | | | $ | |
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 | | | | 86,650,095 | | | | (86,196,154 | ) | | | — | | | | — | | | | 920,133 | | | | 42,140,719 | | | | 27,528,327 | | | | 1,116,879 | |
EDS Legacy Partners (U.S. Senior Loans) | | | 57,000,000 | | | | 49,533,000 | | | | 4,411,237 | | | | — | | | | — | | | | — | | | | 6,508,616 | | | | 60,452,853 | | | | 61,411,237 | | | | 3,340,992 | |
Highland Global Allocation Fund (Registered Investment Company) | | | 48,649 | | | | 441,246 | | | | — | | | | — | | | | (29,641 | ) | | | — | | | | 12,614 | | | | 424,219 | | | | 48,649 | | | | 5,824 | |
Highland Income Fund (Registered Investment Company) | | | 9,600 | | | | 105,504 | | | | 19,033,778 | | | | (24,644,167 | ) | | | — | | | | 5,502,880 | | | | 2,005 | | | | — | | | | — | | | | — | |
LLV Holdco LLC (U.S. Senior Loans & Common Stocks) | | | 13,247,111 | | | | 19,078,993 | | | | 3,337,935 | | | | (1,272,062 | )(a) | | | — | | | | — | | | | (2,274,419 | ) | | | 18,870,447 | | | | 15,312,984 | | | | 3,759,705 | |
NEXLS LLC (LLC Interest) | | | 763 | | | | 35,315,956 | | | | 3,205,294 | | | | — | | | | — | | | | — | | | | 2,002,705 | | | | 40,523,955 | | | | 830 | | | | — | |
NexPoint Diversified Real Estate Trust (Registered Investment Company) | | | 1,156,943 | | | | 15,711,286 | | | | — | | | | — | | | | (512,294 | ) | | | — | | | | (679,357 | ) | | | 14,519,635 | | | | 1,156,943 | | | | 8,330 | |
NexPoint Real Estate Finance (Common Stocks & Preferred Stock) | | | 552,534 | | | | 10,636,280 | | | | 98,663,739 | | | | (11,521,327 | ) | | | (9,154 | ) | | | — | | | | (28,904,400 | ) | | | 68,865,138 | | | | 4,523,263 | | | | 5,264,843 | |
NexPoint Residential Trust, Inc. (Common Stocks) | | | 153,276 | | | | 12,849,127 | | | | 111,461 | | | | — | | | | (152,480 | ) | | | — | | | | (5,652,952 | ) | | | 7,155,156 | | | | 154,840 | | | | (23,575 | )† |
NexPoint SFR Operating Partnership, LP (U.S. Senior Loans) | | | — | | | | — | | | | 65,000,000 | | | | — | | | | — | | | | — | | | | — | | | | 65,000,000 | | | | 65,000,000 | | | | 1,462,500 | |
NexPoint Storage Partners, Inc. (Common Stocks) | | | 18,568 | | | | 25,868,009 | | | | 18,995,600 | | | | — | | | | — | | | | — | | | | 355,746 | | | | 45,219,355 | | | | 32,203 | | | | — | |
NFRO REIT SUB, SUB II, LLC (Common Stocks) | | | 106,355,853 | | | | 310,315,649 | | | | 120,206,579 | | | | — | | | | (119,080,853 | ) | | | — | | | | 7,157,657 | | | | 318,599,032 | | | | 125,510,591 | | | | — | |
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 | | | | — | | | | — | | | | — | |
NHT Operating Partnership LLC Convertible Promissory Note (U.S. Senior Loans) | | | — | | | | — | | | | 6,400,000 | | | | — | | | | — | | | | — | | | | — | | | | 6,400,000 | | | | 6,400,000 | | | | — | |
NHT Operating Partnership LLC Secured Promissory Note (U.S. Senior Loans) | | | — | | | | — | | | | 42,550,000 | | | | — | | | | — | | | | — | | | | — | | | | 42,550,000 | | | | 42,550,000 | | | | 1,681,022 | |
SFR WLIF I, III, LLC (LLC Interest) | | | 11,854,986 | | | | 11,246,731 | | | | 10,000,000 | | | | (11,521,387 | ) | | | — | | | | (333,599 | ) | | | (7,745 | ) | | | 9,384,000 | | | | 10,000,000 | | | | 120,093 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 275,156,426 | | | | 543,886,407 | | | | 490,087,045 | | | | (158,987,832 | ) | | | (119,784,422 | ) | | | 4,994,474 | | | | (20,091,163 | ) | | | 740,104,509 | | | | 371,464,047 | | | | 16,736,613 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
† | The Fund’s reported affiliated income from NexPoint Residential Trust, Inc., includes current year return of capital adjustments of $(152,480), resulting in the Fund reporting a negative value for income received from NexPoint Residential Trust, Inc. Excluding the current year adjustments, the Fund received $128,905 in dividend income from NexPoint Residential Trust, Inc. |