UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


________________





FORM 10-Q


(Mark One)þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2016OR ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from               to





Commission file number: 814-00939


________________


HMS Income Fund, Inc.


(Exact Name of Registrant as Specified in its Charter)


Maryland(State or Other Jurisdiction ofIncorporation or Organization)45-3999996(I.R.S. EmployerIdentification No.)2800 Post Oak BoulevardSuite 5000Houston, Texas(Address of Principal Executive Offices)77056-6118(Zip Code)





(888) 220-6121


(Registrant’s telephone number, including area code)





Not applicable


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





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o





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


Large accelerated fileroAccelerated fileroNon-accelerated filerþSmaller reporting companyo(Do not check if a smallerreporting company)


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





The issuer had 72,339,587 shares of common stock outstanding as of November 10, 2016 .





---













TABLE OF CONTENTS





PART I — FINANCIAL INFORMATION


Item 1.Condensed Consolidated Financial Statements:Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Operations2Condensed Consolidated Statements of Changes in Net Assets3Condensed Consolidated Statements of Cash Flows4Condensed Consolidated Schedules of Investments5Notes to the Condensed Consolidated Financial Statements7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 3.Quantitative and Qualitative Disclosures About Market Risk40Item 4.Controls and Procedures41PART II — OTHER INFORMATIONItem 1.Legal Proceedings42Item 1A.Risk Factors42Item 2.Unregistered Sales of Equity Securities and Use of Proceeds42Item 3.Defaults Upon Senior Securities42Item 4.Mine Safety Disclosures42Item 5.Other Information42Item 6.Exhibits43Signatures44Exhibit Index45








---










PART I — FINANCIAL INFORMATION








Item 1.    Condensed Consolidated Financial Statements








HMS Income Fund, Inc.


Condensed Consolidated Balance Sheets


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


September 30, 2016December 31, 2015(Unaudited)ASSETSPortfolio investments at fair value:Non-Control/Non-Affiliate investments (amortized cost: $903,671 and $866,499 as of September 30, 2016 and December 31, 2015, respectively)$861,365$812,205Affiliate investments (amortized cost: $54,336 and $23,949 as of September 30, 2016 and December 31, 2015, respectively)55,71625,303Control investments (amortized cost: $12,979 and $14,241 as of September 30, 2016 and December 31, 2015, respectively)15,52215,480Total portfolio investments (amortized cost: $970,986 and $904,689 as of September 30, 2016 and December 31, 2015, respectively)932,603852,988Cash and cash equivalents40,04024,001Interest receivable7,0547,927Receivable for securities sold2,6221,995Prepaid and other assets1,047511Deferred offering costs (net of accumulated amortization of $9,440 and $9,018 as of September 30, 2016 and December 31, 2015, respectively)8041,107Deferred financing costs (net of accumulated amortization of $2,484 and $1,370 as of September 30, 2016 and December 31, 2015, respectively)4,2004,883Total assets$988,370$893,412LIABILITIESAccounts payable and other liabilities$1,195$624Payable for unsettled trades709—Stockholder distributions payable4,0733,717Due to affiliates5,0155,723Payable for securities purchased30,40411,696Notes payable385,000380,000Total liabilities426,396401,760Commitments and Contingencies (Note 11)NET ASSETSCommon stock, $.001 par value; 150,000,000 shares authorized, 70,942,063 and 62,382,044 issued and outstanding as of September 30, 2016 and December 31, 2015, respectively7162Additional paid-in capital614,043546,508Accumulated distributions in excess of net investment income(13,370)(3,219)Net unrealized (depreciation)(38,770)(51,699)Total net assets561,974491,652Total liabilities and net assets$988,370$893,412Net asset value per share$7.92$7.88





See notes to the condensed consolidated financial statements.





1


---










HMS Income Fund, Inc.


Condensed Consolidated Statements of Operations


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


(Unaudited)


Three Months EndedNine Months EndedSeptember 30, 2016September 30, 2015September 30, 2016September 30, 2015INVESTMENT INCOME:Interest, fee and dividend income:Non-Control/Non-Affiliate investments$20,439$16,753$60,808$43,023Affiliate investments1,5283403,189774Control investments267232697702Total interest, fee and dividend income22,23417,32564,69444,499EXPENSES:Interest expense3,9053,16111,2197,643Base management and incentive fees4,9054,43314,58512,462Administrative services expenses5295171,6361,434Offering costs290—422—Professional fees162117833426Insurance4848143145Other general and administrative4061781,179604Expenses before fee and expense waivers10,2458,45430,01722,714Waiver of incentive fees—(155)(493)(1,442)Waiver of administrative services expenses(529)(517)(1,636)(1,434)Total expenses, net of fee and expense waivers9,7167,78227,88819,838NET INVESTMENT INCOME12,5189,54336,80624,661NET REALIZED GAIN (LOSS) FROM INVESTMENTSNon-Control/Non-Affiliate investments(1,949)(17)(11,964)130Affiliate investments————Control investments————Total realized gain (loss) from investments(1,949)(17)(11,964)130NET REALIZED INCOME10,5699,52624,84224,791NET UNREALIZED APPRECIATION (DEPRECIATION)Non-Control/Non-Affiliate investments11,891(19,554)11,187(12,777)Affiliate investments(108)2304381,260Control investments(7)—1,304—Total net unrealized appreciation (depreciation)11,776(19,324)12,929(11,517)NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS$22,345$(9,798)$37,771$13,274PER SHARE INFORMATION - BASIC AND DILUTEDNET INVESTMENT INCOME PER SHARE$0.18$0.18$0.55$0.55NET REALIZED INCOME PER SHARE$0.15$0.18$0.37$0.55NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE (EARNINGS PER SHARE)$0.32$(0.18)$0.57$0.29DISTRIBUTIONS DECLARED PER SHARE$0.17$0.17$0.52$0.52WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED69,729,79953,110,95266,576,48945,129,210








See notes to the condensed consolidated financial statements.





2


---










HMS Income Fund, Inc.


Condensed Consolidated Statements of Changes in Net Assets


(dollars in thousands, except number of shares)


(Unaudited)  Nine Months Ended September 30, 2016Nine Months Ended September 30, 2015Change in Net Assets from Operations:Net investment income$36,806$24,661Net realized gain (loss) on investments(11,964)130Net unrealized appreciation (depreciation)12,929(11,517)Net increase in net assets resulting from operations37,77113,274Change in Net Assets from Shareholders' Distributions:Distributions from net investment income(34,994)(23,501)Distributions from net realized gain on investments—(130)Net decrease in net assets resulting from shareholders' distributions(34,994)(23,631)Change in Net Assets from Capital Share Transactions:Issuance of common stock, net of issuance costs57,705210,924Reinvestment of shareholder distributions18,26311,603Repurchase of common stock(8,423)(1,445)Offering costs—(3,645)Net increase in net assets resulting from capital share transactions67,545217,437Total Increase in Net Assets70,322207,080Net Assets at beginning of period491,652260,063Net Assets at end of the period$561,974$467,143NAV at end of the period$7.92$8.35Common shares outstanding, beginning of period62,382,04430,967,120Issuance of common shares7,328,50323,805,418Issuance of common shares pursuant to distribution reinvestment plan2,311,5101,308,733Repurchase of common shares(1,079,994)(168,806)Common shares outstanding, end of period70,942,06355,912,465





See notes to the condensed consolidated financial statements.








3


---










HMS Income Fund, Inc.


Condensed Consolidated Statements of Cash Flows


(dollars in thousands)


(Unaudited)


Nine Months Ended  September 30, 2016Nine Months Ended  September 30, 2015CASH FLOWS FROM OPERATING ACTIVITIESNet increase in net assets resulting from operations$37,771$13,274Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:Principal repayments received and proceeds from sales of investments in portfolio companies222,423110,813Investments in portfolio companies(275,098)(533,963)Net unrealized (appreciation) depreciation of portfolio investments(12,929)11,517Net realized loss (gain) on sale of portfolio investments11,964(130)Amortization of deferred financing costs1,115813Amortization of deferred offering costs422—Accretion of unearned income(7,778)(2,322)Net payment-in-kind interest accrual(255)(716)Changes in other assets and liabilities:Interest receivable873(3,594)Prepaid and other assets(9)(229)Due to affiliates3425,900Accounts payable and other liabilities181271Payable for unsettled trades709(3,053)Net cash used in operating activities(20,269)(401,419)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock63,447227,755Redemption of common shares(8,423)(1,445)Payment of selling commissions and dealer manager fees(5,687)(20,468)Payment of offering costs(1,226)(3,644)Payment of stockholder distributions(16,375)(10,607)Repayments on notes payable(255,000)(106,664)Proceeds from notes payable260,000318,800Payment of deferred financing costs(428)(3,542)Net cash provided by financing activities36,308400,185Net increase (decrease) in cash and cash equivalents16,039(1,234)CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD24,00119,868CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD$40,040$18,634





See notes to the condensed consolidated financial statements.








4


---







HMS Income Fund, Inc.Condensed Consolidated Schedule of InvestmentsAs of September 30, 2016(dollars in thousands)(Unaudited)Portfolio Company (1) (3)Business DescriptionType of Investment (2) (3)Index Rate (22)Principal (7)Cost (7)Fair ValueControl Investments (6)GRT Rubber Technologies, LLC (8) (10) (13)Engineered Rubber Product ManufacturerLIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity - December 19, 2019)1 month LIBOR$6,641$6,544$6,641Member Units (2,896 shares)——6,4358,88112,97915,522Subtotal Control Investments (6) (2% of total investments at fair value)$12,979$15,522Affiliate Investments (4)AFG Capital Group, LLC (10) (13)Provider of Rent-to-Own Financing Solutions and ServicesMember Units (46 shares)——$300$632Warrants (10 equivalent shares, Expiration - November 7, 2024)——65155365787EIG Traverse Co-Investment, LP (9) (15)Investment PartnershipLP Interests (EIG Traverse Co-Investment, LP) (Fully diluted 22.20%) (16)——9,80510,028Freeport First Lien Loan Fund III, LP (9) (15)Investment PartnershipLP Interests (Freeport First Lien Loan Fund III, LP) (Fully diluted 6.00%) (16)——3,5643,564Gamber-Johnson Holdings, LLC (8) (10) (13)Manufacturer of Ruggedized Computer Mounting SystemsLIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.00%, Secured Debt (Maturity  - June 24, 2021)1 month LIBOR5,0004,8984,898Common Stock (1,759.94 shares)—3,0313,0317,9297,929Guerdon Modular Holdings, Inc. (10) (13)Multi-Family and Commercial Modular Construction Company9.00% Current / 4.00% PIK Secured Debt (Maturity - August 13, 2019)None2,6412,5922,613Common Stock (53,008 shares)——74620Class B Preferred Units (20,250 shares)——2852853,6232,918Gulf Publishing Holdings, LLC (10) (13)Energy Focused Media and Publishing12.50% Secured Debt (Maturity - April 29, 2021)None2,5002,4532,453Member Units (781 Shares)—7817813,2343,234HW Temps LLC (8) (10) (13)Temporary Staffing SolutionsLIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity - July 2, 2020)1 month LIBOR2,4942,5382,538Preferred Member Units (800 shares) (16)——9861,0903,5243,628Industrial Services Investments, LLC (11)Industrial Cleaning Services11.25% Current / .75% PIK, Current Coupon 12.00%, Unsecured Debt (Maturity - December 17, 2022) (17)None10,50010,30010,300Common Stock (2,100 shares)—2,1002,10012,40012,400M.H. Corbin Holding, LLC (10) (13)Manufacturer and Distributor of Traffic Safety Products10.00% Secured Debt (Maturity - August 31, 2021)None3,3693,3413,341Preferred Member Units (1,000 shares)—1,5001,5004,8414,841Mystic Logistics, Inc. (10) (13)Logistics and Distribution Services Provider for Large Volume Mailers12.00% Secured Debt (Maturity - August 15, 2019)None2,2942,2432,294Common Stock (1,468 shares) (16)——6801,2882,9233,582SoftTouch Medical Holdings LLC (8) (10) (13)Home Provider of Pediatric Durable Medical EquipmentLIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%,  Secured Debt (Maturity - October 31, 2019)1 month LIBOR1,2751,2581,275Member Units (785 shares) (16)——8701,5302,1282,805Subtotal Affiliate Investments (4) (6% of total investments at fair value)$54,336$55,716Non-Control/Non-Affiliate Investments (5)AccuMed Corporation (8) (11)Medical Device Contract ManufacturerLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - October 29, 2020)1 month LIBOR$10,306$10,172$10,306Adams Publishing Group, LLC (8) (11)Local Newspaper OperatorLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity - November 3, 2020)3 month LIBOR7,9557,8127,753Ahead, LLC (8) (11)IT Infrastructure Value Added ResellerLIBOR Plus 6.50%, Current Coupon 7.34%, Secured Debt (Maturity - November 2, 2020)3 month LIBOR9,6259,3739,601Allflex Holdings III Inc. (8)Manufacturer of Livestock Identification ProductsLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity - July 19, 2021) (14)3 month LIBOR14,92215,01314,996American Scaffold Holdings, Inc. (8) (11)Marine Scaffolding Service ProviderLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - March 31, 2022)1 month LIBOR7,4067,2997,369American Teleconferencing Services, Ltd. (8)Provider of Audio Conferencing and Video Collaboration SolutionsLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - December 8, 2021)3 month LIBOR12,18711,01511,897AmeriTech College Operations, LLC (10) (13)For-Profit Nursing and Healthcare College10.00% Secured Debt, (Maturity - January 31, 2020)None37537537510.00% Secured Debt, (Maturity - November 30, 2019)None61606110.00% Secured Debt, (Maturity - November 30, 2019)None646464Preferred Member Units (364 shares, 5.00% cumulative) (16)——284284783784AP Gaming I, LLC (8) (11)Developer, Manufacturer, and Operator of Gaming MachinesLIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity - December 21, 2020)3 month LIBOR11,32011,21810,874Apex Linen Service, Inc. (10) (13)Industrial Launderers13.00% Secured Debt, (Maturity - October 30, 2022)None3,6043,5433,543LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - October 30, 2022)1 month LIBOR6006006004,1434,143Aptean, Inc. (8)Enterprise Application Software ProviderLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity - February 26, 2021) (14)3 month LIBOR12,50012,30712,320Arcus Hunting, LLC (8) (11)Manufacturer of Bowhunting and Archery Products and AccessoriesLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity - November 13, 2019)1 month LIBOR8,4618,3268,372Artel, LLC (8)Provider of Secure Satellite Network and IT SolutionsLIBOR Plus 7.00% (Floor 1.25%), 7.25% Current/1.00% PIK, Current Coupon 8.25%, Secured Debt (Maturity - November 27, 2017)3 month LIBOR3,0883,0482,655ATI Investment Sub, Inc. (8)Manufacturer of Solar Tracking SystemsLIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity - June 22, 2021)3 month LIBOR9,7509,5609,726ATX Networks Corp. (8) (9)Provider of Radio Frequency Management EquipmentLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - June 11, 2021)3 month LIBOR14,81314,56714,516BarFly Ventures, LLC (11)Casual Restaurant Group12.00% Secured Debt (Maturity - August 30, 2020)None1,9861,9531,920Warrants (.364 equivalent units, Expiration - August 31, 2025)——15881Options (.731 equivalent units)——1331412,2442,142BBB Tank Services, LLC (10) (13)Maintenance, Repair and Construction Services to the Above-Ground Storage Tank Market12.00% Current / 1.00% PIK, Current Coupon 13.00%, Secured Debt (Maturity - April 8, 2021)None1,0881,0691,069Member Units (200,000 shares)——2002001,2691,269Berry Aviation, Inc. (11)Airline Charter Service Operator12.00% Current / 1.75% PIK, Current Coupon 13.75%, Secured Debt (Maturity - January 30, 2020) (14)None1,4071,3891,397Common Stock (138 shares)——1001901,4891,587Bioventus, LLC (8) (11)Production of Orthopedic Healing ProductsLIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity - April, 10, 2020) (14)1 month LIBOR7,0006,9057,018Blackhawk Specialty Tools LLC (8)Oilfield Equipment & ServicesLIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity - August 1, 2019)3 month LIBOR8,1417,7026,106Blue Bird Body Company (8) (9)School Bus ManufacturerLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity - June 26, 2020)3 month LIBOR3,7073,6703,721Bluestem Brands, Inc. (8)Multi-Channel Retailer of General MerchandiseLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity - November 6, 2020)3 month LIBOR14,01313,76912,279Brightwood Capital Fund III, LP (9) (15)Investment PartnershipLP Interests (Brightwood Capital Fund III, LP) (Fully diluted .52%) (16)——3,8253,532Brundage-Bone Concrete Pumping, Inc.Construction Services Provider10.38% Secured Bond (Maturity - September 1, 2021) (14)None12,00012,09112,840Buca C, LLC (8) (10) (13)Casual Restaurant GroupLIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity - June 30, 2020)1 month LIBOR14,91414,67914,914Preferred Member Units (4 units, 6.00% cumulative) (16)——2,5473,73717,22618,651CAI Software, LLC (10) (13)Provider of Specialized Enterprise Resource Planning Software12.00% Secured Debt (Maturity - October 10, 2019)None945927945Member Units (16,339 shares)——1635371,0901,482CapFusion Holding, LLC (9) (10) (13)Business Lender13.00% Secured Debt (Maturity - March 25, 2021)None3,2002,8832,883Warrants (400 equivalent shares, Expiration - March 24, 2026)——3003003,1833,183CJ Holding Company (8) (18)Oil and Gas Equipment and ServicesPrime Plus 6.50% (Floor 3.50%), Current Coupon 10.00%, Secured Debt (Maturity - March 24, 2020) (18)PRIME5,9405,2124,973LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity - March 31, 2017)3 month LIBOR8382835,2945,056Cenveo CorporationProvider of Commercial Printing, Envelopes, Labels, Printed Office Products6.00% Secured Bond (Maturity - August 1, 2019)None15,00012,85413,313Charlotte Russe, Inc. (8)Fast-Fashion Retailer to Young WomenLIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity - May 22, 2019)3 month LIBOR15,10114,9017,475Clarius BIGS, LLC (11) (13) (18)Prints & Advertising Film Financing15.00% PIK Secured Debt (Maturity - January 5, 2015) (18)None2,1961,93811620.00% PIK Secured Debt (Maturity - January 5, 2015) (18)None793700422,638158Compuware Corporation (8)Provider of Software and Supporting ServicesLIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity - December 15, 2019)3 month LIBOR12,43512,14912,482Covenant Surgical Partners, Inc.Ambulatory Surgical Centers8.75% Secured Debt (Maturity - August 1, 2019)None9,5009,5009,120CRGT, Inc. (8)Provider of Custom Software DevelopmentLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - December 18, 2020)3 month LIBOR10,45410,28610,481CST Industries, Inc. (8)Storage Tank ManufacturerLIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (Maturity - May 22, 2017)3 month LIBOR2,9482,9532,948Datacom, LLC (10) (13)Technology and Telecommunications Provider5.25% Current / 5.25% PIK, Current Coupon 10.50% Secured Debt (Maturity - May 30, 2019)None1,3791,3631,305Class A Preferred Member Units (1,530 units, 15.00% cumulative) (16)—131131146Class B Preferred Member Units (717 units)—6706701972,1641,648Digital River, Inc. (8)Provider of Outsourced e-Commerce Solutions and ServicesLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - February 12, 2021)3 month LIBOR14,58614,47114,558East West Copolymer & Rubber, LLC (10) (13)Manufacturer of Synthetic Rubbers12.00% Current / 2.00% PIK, Current Coupon 14.00%, Secured Debt (Maturity - October 17, 2019)None2,4002,3472,347Warrants (627,697 equivalent shares, Expiration - October 15, 2024)——13—2,3602,347ECP-PF Holdings Groups, Inc. (11)Fitness Club OperatorLIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity - November 26, 2019)3 month LIBOR1,8751,8621,863Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft) (8) (9)Technology-Based Performance Support SolutionsLIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity - April 28, 2022) (14)3 month LIBOR10,90210,4276,623Flavors Holdings, Inc. (8)Global Provider of Flavoring and Sweetening Products and SolutionsLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity - April 3, 2020)3 month LIBOR11,94011,36110,149Fram Group Holdings, Inc. (8)Manufacturer of Automotive Maintenance ProductsLIBOR Plus 5.50% (Floor 1.50%), Current Coupon 7.00%, Secured Debt (Maturity - July 29, 2017)1 month LIBOR7,7767,6187,508GST Autoleather, Inc. (8)Automotive Leather ManufacturerLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity - July 10, 2020)3 month LIBOR12,20412,06511,975Guitar Center, Inc.Musical Instruments Retailer6.50% Secured Bond (Maturity - April 15, 2019)None15,01514,04213,213Hojeij Branded Foods, LLC (8) (11)Multi-Airport, Multi-Concept Restaurant OperatorLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - July 28, 2021)3 month LIBOR5,4325,3885,388Horizon Global Corporation (8) (9)Auto Parts ManufacturerPrime Plus 5.00% (Floor 3.50%), Current Coupon 8.50%, Secured Debt (Maturity - June 30, 2021)PRIME12,18812,00312,309Hunter Defense Technologies, Inc. (8)Provider of Military and Commercial Shelters and SystemsLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - August 5, 2019)3 Month LIBOR14,14413,48912,376Hygea Holdings Corp. (8) (11)Provider of Physician ServicesLIBOR Plus 9.25%, Current Coupon 10.08% Secured Debt (Maturity - February 24, 2019)3 Month LIBOR7,8757,3227,454Warrants (4,880,735 equivalent shares, Expiration - February 24, 2023)——3694907,6917,944iEnergizer Limited (8) (9) (12)Provider of Business Outsourcing SolutionsLIBOR 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - May 1, 2019)1 month LIBOR8,9348,4208,577Indivior Finance, LLC (8) (9)Specialty Pharmaceutical Company Treating Opioid DependenceLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - December 19, 2019)3 month LIBOR9,1258,7219,148Industrial Container Services, LLC (8) (11)Steel Drum ReconditionerLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity - December 31, 2018)3 month LIBOR8,9498,8858,930Inn of the Mountain Gods Resort and CasinoHotel & Casino Owner & Operator9.25% Secured Bond (Maturity - November 30, 2020)None10,74910,5759,782Intertain Group Limited (8) (9)Business-to-Consumer Online Gaming OperatorLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - April 8, 2022)1 month LIBOR9,0568,9279,045iPayment, Inc. (8)Provider of Merchant AcquisitionLIBOR Plus 5.25% (Floor 1.50%), Current Coupon 6.75%, Secured Debt (Maturity - May 8, 2017)3 month LIBOR15,11515,06314,360iQor US Inc. (8)Business Process Outsourcing Services ProviderLIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity - April 1, 2021)3 month LIBOR7,7777,3306,747IronGate Energy Services, LLC (18)Oil and Gas Services11.00% Secured Bond (Maturity - July 1, 2018) (18)None5,8255,8271,398Jackmont Hospitality, Inc. (8) (11)Franchisee of Casual Dining RestaurantsLIBOR Plus 4.25% (Floor 1.00%)/ 2.50% PIK , Current Coupon 7.75%, Secured Debt (Maturity  - May 26, 2021)1 month LIBOR8,8888,8568,556Joerns Healthcare, LLC (8)Manufacturer and Distributor of Health Care Equipment & SuppliesLIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity - May 9, 2020)1 month LIBOR12,20311,96311,593JSS Holdings, Inc. (8)Aircraft Maintenance Program ProviderLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - August 31, 2021)3 month LIBOR14,01313,72013,942Kellermeyer Bergensons Services, LLC (8)Outsourced Janitorial Services to Retail/Grocery CustomersLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity - April 29, 2022) (14)3 month LIBOR14,70014,60113,965Kendra Scott, LLC (8)Jewelry Retail StoresLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - July 17, 2020)3 month LIBOR9,5009,4259,453Keypoint Government Solutions, Inc. (8)Provider of Pre-Employment Screening ServicesLIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity - November 13, 2017)3 month LIBOR1,8291,8241,820LaMi Products, LLC (8) (11)General Merchandise DistributionLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - September 16, 2020)3 month LIBOR10,73510,55610,708Larchmont Resources, LLC (8) (18)Oil & Gas Exploration & ProductionPrime Plus 7.75% (Floor 3.50%), Current Coupon 11.25%, Secured Debt (Maturity - August 7, 2019) (18)PRIME13,23011,9564,234Legendary Pictures Funding, LLC (8) (11)Producer of TV, Film, and Comic ContentLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - April 22, 2020)3 month LIBOR7,5007,3877,519LJ Host Merger Sub, Inc. (8)Managed Services and Hosting ProviderLIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity - December 13, 2019)3 month LIBOR4,9154,9054,732Logix Acquisition Company, LLC (8) (11)Competitive Local Exchange CarrierLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity - June 24, 2021)3 month LIBOR8,6728,5268,526Minute Key, Inc. (10) (13)Operator of Automated Key Duplication Kiosk10.00% Current / 2.00% PIK Secured Debt (Maturity - September 19, 2019) (14)None3,8853,7943,794Warrants (359,352 equivalent shares, Expiration - May 20, 2025)——701063,8643,900Mood Media Corporation (8) (9)Provider of Electronic EquipmentLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - May 1, 2019)3 month LIBOR14,86014,84814,148New Media Holdings II LLC (8) (9)Local Newspaper OperatorLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity - June 4, 2020)3 month LIBOR14,74414,60714,651North American Lifting Holdings, Inc. (8)Crane Service ProviderLIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity - November 27, 2020)3 month LIBOR1,085835885North Atlantic Trading Company, Inc. (8)Marketer/Distributor of TobaccoPrime Plus 5.50% (Floor 3.50%), Current Coupon 9.00%, Secured Debt (Maturity - January 13, 2020)PRIME10,92810,94010,853Novitex Acquisition, LLC (8)Provider of Document Management ServicesLIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity - July 7, 2020)3 month LIBOR11,40911,14410,725NTM Acquisition Corp. (8)Provider of B2B Travel Information ContentLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity - June 7, 2022)3 month LIBOR4,1974,1354,176Pardus Oil & Gas, LLCOil & Gas Exploration and Production13.00% PIK, Secured Debt (Maturity - November 12, 2021)None5175175175.00% PIK, Secured Debt (Maturity - May 13, 2022) (14)None928928928Class A units (1,331 shares)——1,3311,3312,7762,776Paris Presents, Inc. (8)Branded Cosmetic and Bath AccessoriesLIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity - December 31, 2021) (14)1 month LIBOR7,5007,3777,350Parq Holdings, LP (8) (9)Hotel and Casino OperatorLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity - December 17, 2020)1 month LIBOR12,50012,37112,000Permian Holdings, Inc. (18)Storage Tank Manufacturer10.50% Secured Bond (Maturity - January 15, 2018) (18)None6,8855,9171,962Pernix Therapeutics Holdings, Inc. (11)Pharmaceutical Royalty - Anti-Migraine12.00% Secured Bond (Maturity - August 1, 2020)None3,0162,9882,907Pike Corporation (8)Construction and Maintenance Services for Electric Transmission and Distribution InfrastructureLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity - June 22, 2022) (14)2 month LIBOR13,33413,06113,275Polycom, Inc. (8) (12)Provider of Audio and Video Communication SolutionsLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - September 27, 2023)1 month LIBOR12,50012,00012,062Premier Dental Services, Inc. (8)Dental Care ServicesLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - November 1, 2018)3 month LIBOR4,5114,4954,505Prowler Acquisition Corporation (8) (12)Specialty Distributor to the Energy SectorLIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity - January 28, 2020)3 month LIBOR11,3589,8298,689Raley's, Inc. (8)Family-Owned Supermarket Chain in CaliforniaLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity - May 18, 2022)3 month LIBOR4,2304,1574,238Redbox Automated Retail, LLC (8) (12)Operator of Home Media Entertainment KiosksLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity - September 27, 2021)3 month LIBOR15,00014,55014,700Renaissance Learning, Inc.  (8)Technology-based K-12 Learning SolutionsLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity - April 11, 2022) (14)3 month LIBOR12,95012,53312,766RGL Reservoir Operations, Inc. (8) (9)Oil & Gas Equipment & ServicesLIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity - August 13, 2021)3 month LIBOR3,9203,832882RLJ Entertainment, Inc. (8) (11)Movie and TV Programming Licensee and DistributorLIBOR Plus 8.75% (Floor 0.25%), Current Coupon 9.54%, Secured Debt (Maturity - September 11, 2019)3 month LIBOR7,8347,6177,834RM Bidder, LLC (11)Full-scale Film and Television ProductionCommon Stock (1,854 shares)——3129Series A Warrants (124,915 equivalent shares, Expiration - October 20, 2025)——284200Series B Warrants (93,686 equivalent shares, Expiration - October 20, 2025)————315229Sage Automotive Interiors, Inc (8)Automotive Textiles ManufacturerLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity - October 8, 2021) (14)3 month LIBOR11,92711,86411,807Salient Partners, LP (8)Provider of Asset Management ServicesLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity - June 9, 2021)3 month LIBOR12,09011,75811,576School Specialty, Inc. (8)Distributor of Education Supplies and FurnitureLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity - June 11, 2019)1 month LIBOR5,4675,3905,413Sigma Electric Manufacturing Corp. (8) (11)Manufacturer and Distributor of Electrical Fittings and PartsLIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity - May 13, 2019)3 Month LIBOR9,3289,3289,328Sorenson Communications, Inc.Manufacturer of Communication Products for Hearing Impaired9.00% Secured Bond (Maturity - October 31, 2020) (14)None11,71011,28710,304LIBOR Plus 5.75% (Floor 2.25%), Current Coupon 8.00%, Secured Debt (Maturity - April 30, 2020)3 month LIBOR2,9852,9642,98514,25113,289Sotera Defense Solutions, Inc. (8)Defense Industry Intelligence ServicesLIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (Maturity - April 21, 2017)3 month LIBOR3,2203,1723,091Stardust Finance Holdings, Inc. (8)Manufacturer of Diversified Building ProductsLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity - March 13, 2022)3 month LIBOR4,9714,8414,955Synagro Infrastructure Company, Inc. (8)Waste Management ServicesLIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity - August 22, 2020)3 month LIBOR2,7042,6862,278TaxAct, Inc. (8)Provider of Tax Preparation SolutionsLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - January 3, 2023)1 month LIBOR7,3757,2207,509Teleguam Holdings, LLC (8)Cable and Telecom Services ProviderLIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity - June 10, 2019) (14)1 month LIBOR5,5405,5485,512Templar Energy, LLCOil & Gas Exploration & ProductionCommon Units (72,785 units)——728528Tervita Corporation (8) (9)Oil and Gas Environmental ServicesLIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - May 15, 2018)3 month LIBOR821826817The Topps Company, Inc. (8)Trading Cards & ConfectionaryLIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - October 2, 2018)3 month LIBOR1,1121,1071,108TOMS Shoes, LLC (8)Global Designer, Distributor, and Retailer of Casual FootwearLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity - October 30, 2020)3 month LIBOR4,9254,5663,644Travel Leaders Group, LLC (8)Travel Agency Network ProviderLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - December 7, 2020)3 month LIBOR16,22316,13116,162Unirush LLC (10) (13)Provider of Prepaid Debit Card Solutions12.00% Secured Debt (Maturity Date - February 1, 2019)None3,0002,7112,711Warrants (111,181 equivalent shares, Expiration - February 2, 2026)——3133133,0243,024U.S. Telepacific Corp. (8) (11)Provider of Communications and Managed ServicesLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity - February 24, 2021)3 month LIBOR7,5007,3707,370USJ-IMECO Holding Company, LLC (8)Marine Interior Design and InstallationLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - April 16, 2020)3 month LIBOR7,3857,3707,348Valley Healthcare Group, LLC (8) (10) (13)Provider of Durable Medical EquipmentLIBOR Plus 12.50% (Floor .50%), Current Coupon 13.00%, Secured Debt (Maturity - December 29, 2020)1 month LIBOR2,6792,6312,631Preferred Member Units (400 shares)——4004003,0313,031VCVH Holding Corp. (8)Healthcare Technology Services Focused on Revenue MaximizationLIBOR Plus 9.25% (Floor 1.00%), Current Coupon 10.25%, Secured Debt (Maturity - June 1, 2024) (14)3 month LIBOR3,5003,4153,482Volusion, LLC (10)Provider of Online Software-as-a-Service eCommerce Solutions13.00% Secured Debt (Maturity - January 24, 2020)None7,5006,9566,956Preferred Member Units (2,090,001 shares)——6,0006,000Warrants (407,408 equivalent shares, Expiration - January 26, 2025)——60060013,55613,556Wellnext, LLC (8) (11)Manufacturer of Supplements and VitaminsLIBOR Plus 9.00% (Floor 0.50%), Current Coupon 9.50%, Secured Debt (Maturity - May 23, 2021)3 month LIBOR10,12210,02510,025Worley Claims Services, LLC (8) (11)Insurance Adjustment Management and Services ProviderLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity - October 31, 2020)1 month LIBOR6,3866,3406,168YP Holdings LLC (8)Online and Offline Advertising OperatorLIBOR Plus 11.00% (Floor 1.25%), Current Coupon 12.25%, Secured Debt (Maturity - June 4, 2018)1 month LIBOR14,16513,85113,740Subtotal Non-Control/Non-Affiliate Investments (5) (89% of total portfolio investments at fair value)$903,671$861,365Total Portfolio Investments$970,986$932,603Short Term Investments (20)Fidelity Institutional Money Market Funds—Prime Money Market Portfolio, Class III Shares (21)——$27,874$27,874UMB Bank Money Market Account (21)——681681US Bank Money Market Account (21)————9,9929,992Total Short Term Investments$38,547$38,547


(1) All investments are Middle Market portfolio investments, unless otherwise noted. All of the Company's assets are encumbered as security for the Company's credit agreements. See Note 4 - Borrowings.


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


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


(4) Affiliate investments are generally defined by the Investment Company Act of 1940, as amended (the “1940 Act”), as investments in which between 5% and 25% of the voting securities are owned, or an investment in an investment company’s investment adviser, and the investments are not classified as Control investments.


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


(6) Control investments are generally defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.


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


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


(9) The investment is not a qualifying asset in an eligible portfolio company under Section 55(a) of the 1940 Act. A business development company (“BDC”) may not acquire any asset other than qualifying assets in eligible portfolio companies unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC's total assets. As of September 30, 2016 , approximately 12.8% of the Company's investments were considered non-qualifying.


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


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


(12) Investment or portion of investment is under contract to purchase and met trade date accounting criteria as of September 30, 2016 .  Settlement occurred or is scheduled to occur after September 30, 2016 .


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


(14) Second lien secured debt investment.


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


(16) Income producing through dividends or distributions.


(17) Unsecured debt investment.


(18) Investment is on non-accrual status as of September 30, 2016 .


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


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


(21) Effective yield as of September 30, 2016 was approximately 0.01%.


(22) The 1, 2, 3, and 6-month London Interbank Offered Rate ("LIBOR") rates were 0.53% , 0.65% , 0.85% and 1.24% , respectively, as of September 30, 2016 . The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of September 30, 2016 , as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to September 30, 2016 . The prime rate was 3.50% as of September 30, 2016 .





See notes to the condensed consolidated financial statements.





5


---










HMS Income Fund, Inc.Condensed Consolidated Schedule of InvestmentsAs of December 31, 2015(dollars in thousands)Portfolio Company (1) (3)Business DescriptionType of Investment (2) (3)Index Rate (22)Principal (7)Cost (7)Fair ValueControl Investments (6)GRT Rubber Technologies, LLC (8) (10) (13)Engineered Rubber Product ManufacturerLIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity - December 19, 2019)1 month LIBOR$7,941$7,806$7,806Member Units (2,896 shares)——6,4357,67414,24115,480Subtotal Control Investments (6) (2% of total portfolio investments at fair value)$14,241$15,480Affiliate Investments (4)AFG Capital Group, LLC (10) (13)Provider of Rent-to-Own Financing Solutions and Services11.00% Secured Debt (Maturity Date - November 7, 2019)None$3,240$3,118$3,198Member Units (46 shares)——300505Warrants (10 equivalent shares, Expiration - November 7, 2024)——651223,4833,825EIG Traverse Co-Investment, LP (9) (15)Investment PartnershipLP Interests (EIG Traverse Co-Investment, LP) (Fully diluted 6.6%) (16)——4,7554,755Freeport First Lien Loan Fund III, LP (9) (15)Investment PartnershipLP Interests (Freeport First Lien Loan Fund III, LP) (Fully diluted 6.4%) (16)——2,0772,077HW Temps LLC (8) (10) (13)Temporary Staffing SolutionsLIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity Date - July 2, 2020)1 month LIBOR2,4942,4302,430Member Units (800 shares)——9869863,4163,416M.H. Corbin LLC (10) (13)Manufacturer and Distributor of Traffic Safety Products10.00% Secured Debt (Maturity Date - August 31, 2021)None3,5003,4673,467Member Units (1,000 shares)——1,5001,5004,9674,967Mystic Logistics, Inc. (10) (13)Logistics and Distribution Services Provider for Large Volume Mailers12.00% Secured Debt (Maturity Date - August 15, 2019)None2,3622,2992,361Common Stock (1,468 shares) (16)——6801,4922,9793,853SoftTouch Medical Holdings LLC (8) (10) (13)Home Provider of Pediatric Durable Medical EquipmentLIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%,  Secured Debt (Maturity Date - October 31, 2019)1 month LIBOR1,4251,4021,402Member Units (785 shares) (16)——8701,0082,2722,410Subtotal Affiliate Investments (4) (3% of total portfolio investments at fair value)$23,949$25,303Non-Control/Non-Affiliate Investments (5)AccuMed Corporation (8) (11)Medical Device Contract ManufacturerLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - October 29, 2020)2 month LIBOR9,7509,5959,595Adams Publishing Group, LLC (8) (11)Local Newspaper OperatorLIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity - November 3, 2020)2 month LIBOR9,5069,3179,328Ahead, LLC (8) (11)IT Infrastructure Value Added ResellerLIBOR Plus 6.50%, Current Coupon 6.76%, Secured Debt (Maturity - November 2, 2020)1 month LIBOR10,0009,7089,750Allflex Holdings III Inc. (8)Manufacturer of Livestock Identification ProductsLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity - July 19, 2021) (14)3 month LIBOR14,92215,01314,713AmeriTech College Operations, LLC (10) (13)For-Profit Nursing and Healthcare College10.00% Secured Debt, (Maturity - January 31, 2020)None37537537510.00% Secured Debt, (Maturity - November 30, 2019)None61606010.00% Secured Debt, (Maturity - May 15, 2016)None646464Preferred Member Units (364 shares) (16)——284284783783AMF Bowling Centers, Inc.  (8)Bowling Alley OperatorLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity - September 18, 2021)3 month LIBOR13,84713,77713,720AP Gaming I, LLC (8) (11)Developer, Manufacturer, and Operator of Gaming MachinesLIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity - December 21, 2020)3 month LIBOR11,40711,29011,036Apex Linen Service, Inc. (10) (13)Industrial Launderers13.00% Secured Debt, (Maturity - October 30, 2022)None3,0002,9442,944LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - October 30, 2022)1 month LIBOR4004004003,3443,344Aptean, Inc. (8)Enterprise Application Software ProviderLIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity - February 26, 2020)3 month LIBOR4,4154,4154,323Arcus Hunting, LLC (8) (11)Manufacturer of Bowhunting and Archery Products and AccessoriesLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity - November 13, 2019)3 month LIBOR4,7704,6654,665Artel, LLC (8)Land-Based and Commercial Satellite ProviderLIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity - November 27, 2017)3 month LIBOR3,3443,2742,859ATX Networks Corp. (8) (9)Provider of Radio Frequency Management EquipmentLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - June 11, 2021)3 month LIBOR14,92514,64514,701BarFly Ventures, LLC (11)Casual Restaurant Group12.00% Secured Debt (Maturity Date - August 30, 2020)None1,3741,3481,348Warrants (.364 equivalent shares, Expiration - August 31, 2025)——1581581,5061,506Berry Aviation, Inc. (11)Airline Charter Service Operator12.00% Current / 1.75% PIK Secured Debt (Maturity Date - January 30, 2020) (14)None1,4071,3861,386Common Stock (138 shares)——1001001,4861,486Bioventus, LLC (8) (11)Production of Orthopedic Healing ProductsLIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity - April, 10, 2020) (14)1 month LIBOR7,0006,8886,895Blackbrush Oil and Gas LP (8)Oil & Gas ExplorationLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - July 30, 2021) (14)3 month LIBOR12,08511,6559,758Blackhawk Specialty Tools LLC (8)Oilfield Equipment & ServicesLIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity - August 1, 2019)3 month LIBOR8,5008,0477,862Blue Bird Body Company (8)School Bus ManufacturerLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity - June 26, 2020)3 month LIBOR5,0625,0025,027Bluestem Brands, Inc. (8) (9)Multi-Channel Retailer of General MerchandiseLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity - November 6, 2020)3 month LIBOR14,61914,33013,705Brightwood Capital Fund III, LP (9) (15)Investment PartnershipLP Interests (Brightwood Capital Fund III, LP) (Fully diluted .52%) (16)——3,8253,695Brundage-Bone Concrete Pumping, Inc.Construction Services Provider10.38% Secured Bond (Maturity - September 1, 2021) (14)None10,00010,1739,750Buca C, LLC (8) (10) (13)Casual Restaurant GroupLIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity - June 30, 2020)1 month LIBOR17,02016,70816,708Preferred Member Units (4 units)——2,4722,47219,18019,180CAI Software, LLC (10) (13)Provider of Specialized Enterprise Resource Planning Software12.00% Secured Debt (Maturity Date - October 10, 2019)None1,1651,1381,165Member Units (16,339 shares)——1632501,3011,415CJ Holding Company (8)Oil and Gas Equipment and ServicesLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity - March 24, 2020)1 month LIBOR5,9555,1893,710Cengage Learning Acquisitions, Inc. (8)Provider of Educational Print and Digital ServicesLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - March 31, 2020)1 month LIBOR15,01815,02414,680Cenveo CorporationProvider of Commercial Printing, Envelopes, Labels, Printed Office Products6.00% Secured Bond (Maturity - August 1, 2019)None10,0008,7197,050Charlotte Russe, Inc. (8)Fast-Fashion Retailer to Young WomenLIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity - May 22, 2019)3 month LIBOR15,10114,85310,541Clarius BIGS, LLC (11) (13) (18)Prints & Advertising Film Financing15.00% PIK Secured Debt (Maturity - January 5, 2015) (18)None2,4802,22241220.00% PIK Secured Debt (Maturity - January 5, 2015) (18)None8968031493,025561Compuware Corporation (8)Provider of Software and Supporting ServicesLIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity - December 15, 2019)3 month LIBOR14,25013,89313,523Covenant Surgical Partners, Inc.Ambulatory Surgical Centers8.75% Secured Debt (Maturity - August 1, 2019)None9,5009,5009,263CRGT, Inc. (8)Provider of Custom Software DevelopmentLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - December 18, 2020)3 month LIBOR14,16813,91814,098CST Industries, Inc. (8)Storage Tank ManufacturerLIBOR Plus 6.25% (Floor 1.50%), Current Coupon 7.75%, Secured Debt (Maturity - May 22, 2017)3 month LIBOR1,9781,9751,958Datacom, LLC (10) (13)Technology and Telecommunications Provider10.50% Secured Debt (Maturity - May 30, 2019)None1,2451,2261,192Preferred Member Units (1,530 units) (16)——131131Preferred Member Units (717 units)——6705642,0271,887Digital River, Inc. (8) (12)Provider of Outsourced e-Commerce Solutions and ServicesLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - February 12, 2021)3 month LIBOR9,7869,6919,688ECP-PF: CT Operations, Inc. (8) (11)Fitness Club OperatorLIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity - November 26, 2019)3 month LIBOR1,8751,8601,831East West Copolymer & Rubber, LLC (10) (13)Manufacturer of Synthetic Rubbers12.00% Secured Debt (Maturity Date - October 17, 2019)None2,4002,3362,336Warrants (627,697 equivalent shares, Expiration - October 15, 2024)——10102,3462,346Energy & Exploration Partners, LLC (18)Oil & Gas Exploration and ProductionLIBOR plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity - January 22, 2019) (8) (18)3 month LIBOR9,9008,6382,5008.75% Secured Debt (Maturity - January 21, 2016)None2332332338,8712,733Evergreen Skills Lux S.á r.l. (d/b/a Skillsoft) (8) (9)Technology-Based Performance Support SolutionsLIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity - April 28, 2022) (14)3 month LIBOR10,90210,3827,277Extreme Reach, Inc. (8)Integrated TV and Video Advertising PlatformLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity - February 7, 2020)3 month LIBOR6,8536,8226,742Flavors Holdings, Inc. (8)Global Provider of Flavoring and Sweetening Products and SolutionsLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity - April 3, 2020)3 month LIBOR8,4388,1357,509Fram Group Holdings, Inc. (8)Manufacturer of Automotive Maintenance ProductsLIBOR Plus 5.50% (Floor 1.50%), Current Coupon 7.00%, Secured Debt (Maturity - July 29, 2017)1 month LIBOR8,0997,7826,105GST Autoleather, Inc. (8)Automotive Leather ManufacturerLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity Date - July 10, 2020)3 month LIBOR9,8759,7969,529Guerdon Modular Holdings, Inc. (10) (13)Multi-Family and Commercial Modular Construction Company11.00% Secured Debt (Maturity - August 13, 2019)None2,6002,5422,547Common Stock (53,008 shares)——7464973,2883,044Guitar Center, Inc.Musical Instruments Retailer6.50% Secured Bond (Maturity - April 15, 2019)None13,01512,13510,933Halcon Resources CorporationOil & Gas Exploration & Production9.75% Unsecured Bond (Maturity - July 15, 2020) (17)None3,0002,630870Hojeij Branded Foods, Inc. (8) (11)Multi-Airport, Multi-Concept Restaurant OperatorLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity Date - July 28, 2021)3 month LIBOR5,3305,2805,280Horizon Global Corporation (8)Auto Parts ManufacturerLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity Date - June 30, 2021)1 month LIBOR12,67512,46212,580Hunter Defense Technologies, Inc. (8)Provider of Military and Commercial Shelters and SystemsLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity Date - August 5, 2019)3 month LIBOR10,49510,42010,390ICON Health and Fitness, Inc.Producer of Fitness Products11.88% Secured Bond (Maturity - October 15, 2016)None13,33713,25212,670iEnergizer Limited (8) (9)Provider of Business Outsourcing SolutionsLIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - May 1, 2019)1 month LIBOR4,3124,3053,988Indivior Finance, LLC (8) (9)Specialty Pharmaceutical Company Treating Opioid DependenceLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - December 19, 2019)3 month LIBOR9,5009,0038,930Industrial Container Services, LLC (8) (11)Steel Drum ReconditionerLIBOR Plus 5.75% (Floor 1.00%), Current Coupon 6.75%, Secured Debt (Maturity - December 31, 2018)3 month LIBOR4,9874,9304,930Inn of the Mountain Gods Resort and CasinoHotel & Casino Owner & Operator9.25% Secured Bond (Maturity - November 30, 2020)None10,74910,5519,943Intertain Group Limited (8) (9)Business-to-Consumer Online Gaming OperatorLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - April 8, 2022)3 month LIBOR9,9389,7839,914Invenergy Thermal Operating I, LLC (8)Power GenerationLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity - October 19, 2022)3 month LIBOR9,9759,7759,676iPayment, Inc. (8) (12)Provider of Merchant AcquisitionLIBOR Plus 5.25% (Floor 1.50%), Current Coupon 6.75%, Secured Debt (Maturity - May 8, 2017)3 month LIBOR15,11514,95414,532iQor US Inc. (8)Business Process Outsourcing Services ProviderLIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity - April 1, 2021)3 month LIBOR7,8377,3206,295IronGate Energy Services, LLCOil and Gas Services11.00% Secured Bond (Maturity - July 1, 2018)None5,8255,8283,204Jackmont Hospitality, Inc. (8) (11)Franchisee of Casual Dining RestaurantsLIBOR Plus 4.25% (Floor 1.00%)/ 2.50% PIK , Current Coupon 7.75%, Secured Debt (Maturity Date - May 26, 2021)1 month LIBOR8,7158,6788,325Joerns Healthcare, LLC (8)Manufacturer and Distributor of Health Care Equipment & SuppliesLIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity - May 9, 2020)3 month LIBOR4,4124,3924,381JSS Holdings, Inc. (8)Aircraft Maintenance Program ProviderLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity Date - August 31, 2021)3 month LIBOR14,56614,23013,765Kellermeyer Bergensons Services, LLC (8)Outsourced Janitorial Services to Retail/Grocery CustomersLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity - April 29, 2022) (14)3 month LIBOR14,70014,59114,553Kendra Scott, LLC (8)Jewelry Retail StoresLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity Date - July 17, 2020)3 month LIBOR9,8759,7849,801Keypoint Government Solutions, Inc. (8)Provider of Pre-Employment Screening ServicesLIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity - November 13, 2017)3 month LIBOR2,0332,0252,023LaMi Products, LLC (8) (11)General Merchandise DistributionLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - September 16, 2020)3 month LIBOR4,7294,6404,640Larchmont Resources, LLC (8)Oil & Gas Exploration & ProductionLIBOR Plus 8.75% (Floor 1.00%), Current Coupon 9.75%, Secured Debt (Maturity - August 7, 2019)3 month LIBOR13,26811,9189,420Legendary Pictures Funding, LLC (8) (11)Producer of TV, Film, and Comic ContentLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - April 22, 2020)3 month LIBOR7,5007,3677,425LJ Host Merger Sub, Inc. (8)Managed Services and Hosting ProviderLIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity - December 13, 2019)3 month LIBOR5,1225,1095,071MAH Merger Corporation (8)Sports-Themed Casual Dining ChainLIBOR Plus 4.50% (Floor 1.25%), Current Coupon 5.75%, Secured Debt (Maturity - July 19, 2019)1 month LIBOR1,3731,3731,370MediMedia USA, Inc. (8)Provider of Healthcare Media and MarketingLIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity - November 20, 2018)3 month LIBOR11,90411,82611,369Milk Specialties Company (8)Processor of Nutrition ProductsLIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity - November 9, 2018)3 month LIBOR4,6694,6304,673Minute Key, Inc. (10) (13)Operator of Automated Key Duplication Kiosk10.00% Current / 2.00% PIK Secured Debt (Maturity Date - September 19, 2019) (14)None3,5303,4263,426Warrants (359,352 equivalent shares, Expiration - May 20, 2025)——70703,4963,496Mood Media Corporation (8) (9)Provider of Electronic EquipmentLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - May 1, 2019)3 month LIBOR14,97514,95314,282New Media Holdings II LLC (8) (9)Local Newspaper OperatorLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity - June 4, 2020)3 month LIBOR14,85614,69614,726North Atlantic Trading Company, Inc. (8)Marketer/Distributor of TobaccoLIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity -January 13, 2020)3 month LIBOR11,22211,22211,138Novitex Acquisition, LLC (8)Provider of Document Management ServicesLIBOR Plus 6.25% (Floor 1.25%), Current Coupon 7.50%, Secured Debt (Maturity - July 7, 2020)3 month LIBOR11,63211,38710,963Panolam Industries International, Inc. (8)Decorative Laminate ManufacturerLIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75%, Secured Debt (Maturity - August 23, 2017)1 month LIBOR7,4027,3427,365Paris Presents, Inc. (8)Branded Cosmetic and Bath AccessoriesLIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity - December 31, 2021) (14)1 month LIBOR7,5007,3647,350Parq Holdings, LP (8) (9) (12)Hotel and Casino OperatorLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity - December 17, 2020)1 month LIBOR12,50012,35412,000Permian Holdings, Inc.Storage Tank Manufacturer10.50% Secured Bond (Maturity - January 15, 2018)None6,8855,8192,616Pernix Therapeutics Holdings, Inc. (11)Pharmaceutical Royalty - Anti-Migraine12.00% Secured Bond (Maturity - August 1, 2020)None3,3413,3093,305Pike Corporation (8) (12)Construction and Maintenance Services for Electric Transmission and Distribution InfrastructureLIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity - June 22, 2022) (14)3 month LIBOR13,33413,03713,079Polyconcept Financial B.V. (8)Promotional Products to Corporations and ConsumersLIBOR Plus 4.75% (Floor 1.25%), Current Coupon 6.00%, Secured Debt (Maturity - June 28, 2019)1 month LIBOR5,3125,3035,279Premier Dental Services, Inc. (8)Dental Care ServicesLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - November 1, 2018)3 month LIBOR4,5114,4903,958Prowler Acquisition Corporation (8)Specialty Distributor to the Energy SectorLIBOR Plus 4.50% (Floor 1.00%), Current Coupon 5.50%, Secured Debt (Maturity - January 28, 2020)3 month LIBOR7,2486,5416,161Raley's, Inc. (8)Family-Owned Supermarket Chain in CaliforniaLIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity - May 18, 2022)3 month LIBOR5,0944,9985,069RCHP, Inc. (8)Region Non-Urban Hospital Owner/OperatorLIBOR Plus 10.25% (Floor 1.00%), Current Coupon 11.25%, Secured Debt (Maturity - October 23, 2019) (14)2 month LIBOR15,07214,68015,072Renaissance Learning, Inc.  (8)Technology-based K-12 Learning SolutionsLIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity - April 11, 2022) (14)3 month LIBOR12,95012,49312,238RGL Reservoir Operations, Inc. (8) (9)Oil & Gas Equipment & ServicesLIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity - August 13, 2021)3 month LIBOR3,9503,8501,534RLJ Entertainment, Inc. (8) (11)Movie and TV Programming Licensee and DistributorLIBOR Plus 8.75% (Floor .25%), Current Coupon 9.08%, Secured Debt (Maturity - September 11, 2019)3 month LIBOR8,1347,8247,824RM Bidder, LLC (11)Acquisition VehicleCommon Stock (1,854 shares)——3130Series A Warrants (124,915 equivalent shares, Expiration - October 20, 2025)——284242Series B Warrants (93,686 equivalent shares, Expiration - October 20, 2025)————315272Sage Automotive Interiors, Inc (8)Automotive Textiles ManufacturerLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity - October 8, 2021) (14)3 month LIBOR5,0004,9564,950Salient Partners, LP (8)Provider of Asset Management ServicesLIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity - June 9, 2021)1 month LIBOR7,3887,2507,240Siteone Landscape Supply, LLC (8) (11)Distributor of Landscaping SuppliesLIBOR Plus 4.00% (Floor 1.00%), Current Coupon 5.00%, Secured Debt (Maturity - December 23, 2019)3 month LIBOR6,3836,1496,224Sorenson Communications, Inc.Manufacturer of Communication Products for Hearing Impaired9.00% Secured Bond (Maturity - October 31, 2020) (14)None11,71011,22611,007Sotera Defense Solutions, Inc. (8)Defense Industry Intelligence ServicesLIBOR Plus 7.50% (Floor 1.50%), Current Coupon 9.00%, Secured Debt (Maturity - April 21, 2017)3 month LIBOR3,4533,3443,194Stardust Finance Holdings, Inc. (8)Manufacturer of Diversified Building ProductsLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity - March 13, 2022)3 month LIBOR2,4812,4252,413LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity - March 13, 2023) (14)3 month LIBOR5,0004,7664,8257,1917,238Synagro Infrastructure Company, Inc. (8)Waste Management ServicesLIBOR Plus 5.25% (Floor 1.00%), Current Coupon 6.25%, Secured Debt (Maturity - August 22, 2020)3 month LIBOR2,7042,6832,366Teleguam Holdings, LLC (8)Cable and Telecom Services ProviderLIBOR Plus 7.50% (Floor 1.25%), Current Coupon 8.75%, Secured Debt (Maturity - June 10, 2019) (14)1 month LIBOR3,0003,0172,985Templar Energy, LLC (8)Oil & Gas Exploration & ProductionLIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity - November 25, 2020)  (14)3 month LIBOR3,0002,982364Tervita Corporation (8) (9)Oil and Gas Environmental ServicesLIBOR Plus 5.00% (Floor 1.25%), Current Coupon 6.25%, Secured Debt (Maturity - May 15, 2018)3 month LIBOR1,0091,015785The Topps Company, Inc. (8)Trading Cards & ConfectionaryLIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity - October 2, 2018)3 month LIBOR980974962TOMS Shoes, LLC (8)Global Designer, Distributor, and Retailer of Casual FootwearLIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity - October 30, 2020)3 month LIBOR4,9634,5483,387Travel Leaders Group, LLC (8)Travel Agency Network ProviderLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - December 7, 2020)3 month LIBOR14,30614,22614,163USJ-IMECO Holding Company, LLC (8)Marine Interior Design and InstallationLIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity - April 16, 2020)3 month LIBOR7,8677,8487,789Valley Healthcare Group, LLC (8) (10) (13)Provider of Durable Medical EquipmentLIBOR Plus 12.50% (Floor .50%), Current Coupon 13.00%, Secured Debt (Maturity - December 29, 2020)1 month LIBOR2,6002,5482,548Vantage Oncology, LLCOutpatient Radiation Oncology Treatment Centers9.50% Secured Bond (Maturity - June 15, 2017)None13,50713,21111,413Vision Solutions, Inc. (8)Provider of Information Availability SoftwareLIBOR Plus 4.50% (Floor 1.50%), Current Coupon 6.00%, Secured Debt (Maturity - July 23, 2016)1 month LIBOR1,2961,2971,257LIBOR Plus 8.00% (Floor 1.50%), Current Coupon 9.50%, Secured Debt (Maturity - July 23, 2017) (14)1 month LIBOR8758718312,1682,088Volusion, LLC (10)Provider of Online Software-as-a-Service eCommerce Solutions10.50% Secured Debt (Maturity Date - January 24, 2020)None7,5006,8666,866Member Units (2,090,001 shares)——6,0006,000Warrants (407,408 equivalent shares, Expiration - January 26, 2025)——60060013,46613,466Worley Claims Services, LLC (8) (11)Insurance Adjustment Management and Services ProviderLIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, Secured Debt (Maturity - October 31, 2020)1 month LIBOR6,4356,3826,210YP Holdings LLC (8)Online and Offline Advertising OperatorLIBOR Plus 6.75% (Floor 1.25%), Current Coupon 8.00%, Secured Debt (Maturity - June 4, 2018)1 month LIBOR12,34712,33611,977Subtotal Non-Control/Non-Affiliate Investments (5) (95% of total portfolio investments at fair value)$866,499$812,205Total Portfolio Investments$904,689$852,988Short Term Investments (20)Fidelity Institutional Money Market Funds—Prime Money Market Portfolio, Class II Shares (21)—$13,363$13,363$13,363US Bank Money Market Account (21)———7,0097,0097,009Total Short Term Investments$20,372$20,372


(1) All investments are Middle Market portfolio investments, unless otherwise noted. All of the Company's assets are encumbered as security for the Company's credit agreements. See Note 4 - Borrowings.


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


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


(4) Affiliate investments are defined by the Investment Company Act of 1940, as amended (the “1940 Act”), as investments in which between 5% and 25% of the voting securities are owned, or an investment in an investment company’s investment adviser, and the investments are not classified as Control investments.


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


(6) Control investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained.


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


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


(9) The investment is not a qualifying asset under the 1940 Act. A business development company (“BDC”) may not acquire any asset other than qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC's total assets. As of December 31, 2015 , approximately 12.6% of the Company's investments were considered non-qualifying.


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


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


(12) Investment or portion of investment is under contract to purchase and met trade date accounting criteria as of December 31, 2015 .  Settlement occurred or was scheduled to occur after December 31, 2015 .


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


(14) Second lien secured debt investment.


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


(16) Income producing through dividends or distributions.


(17) Unsecured debt investment.


(18) Investment is on non-accrual status as of December 31, 2015 .


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


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


(21) Effective yield as of December 31, 2015 was approximately 0.01%.


(22) The 1, 2, 3, and 6 month LIBOR rates were 0.43% , 0.51% , 0.61% and 0.85% , respectively, as of December 31, 2015 . The actual LIBOR rate for each loan listed may not be the applicable LIBOR rate as of December 31, 2015 , as the loan may have been priced or repriced based on a LIBOR rate prior to or subsequent to December 31, 2015 . The prime rate was 3.25% as of December 31, 2015 .





See notes to the condensed consolidated financial statements.





6


---










HMS Income Fund, Inc.


Notes to the Condensed Consolidated Financial Statements


(Unaudited)








Note 1 – Principal Business and Organization





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





The Company’s primary investment objective is to generate current income through debt and equity investments. A secondary objective of the Company is to generate long-term capital appreciation through such equity and equity related investments including warrants, convertible securities and other rights to acquire equity securities. The Company’s portfolio strategy is to invest primarily in illiquid debt and equity securities issued by lower middle market ("LMM") companies, which generally have annual revenues between $10 million and $150 million, and middle market ("Middle Market") companies that are generally larger in size than the LMM companies, with annual revenues typically between $10 million and $3 billion.  Our LMM and Middle Market portfolio investments generally range in size from $1 million to $15 million. The Company categorizes some of its investments in LMM companies and Middle Market companies as private loan ("Private Loan") portfolio investments. Private Loan investments, often referred to in the debt markets as “club deals,” are investments, generally in debt instruments, that the Company originates on a collaborative basis with other investment funds. Private Loan investments are typically similar in size, structure, terms and conditions to investments the Company holds in its LMM portfolio and Middle Market portfolio. The Company’s portfolio also includes other portfolio ("Other Portfolio") investments which primarily consist of investments that are not consistent with the typical profiles for its LMM portfolio investments, Middle Market portfolio investments or Private Loan portfolio investments, including investments which may be managed by third parties.





The Company previously registered for sale up to 150,000,000 shares of common stock pursuant to a registration statement on Form N-2 (File No. 333-178548) which was initially declared effective by the Securities and Exchange Commission (the “SEC”) on June 4, 2012 (the “Initial Offering”). The Initial Offering terminated on December 1, 2015. The Company raised approximately $601.2 million under the Initial Offering, including proceeds from the dividend reinvestment plan of approximately $22.0 million . The Company also registered for sale up to $1,500,000,000 worth of shares of common stock (the "Offering") pursuant to a new registration statement on Form N-2 (File No. 333-204659), as amended, most recently declared effective on October 6, 2016. As of September 30, 2016 , the Company had raised approximately $81.7 million in the Offering, including proceeds from the distribution reinvestment plan of approximately $18.3 million .





On August 11, 2016, the Company’s board of directors authorized the closing of the Company’s continuous public offering of common stock to new investors on or about March 31, 2017 (the “Closing”).  However, the board of directors retained its right to provide final approval on the specific terms of the Closing, including its right to accelerate the Closing or to continue the Company’s continuous public offering of common stock if the board of directors determines that it is in the best interests of the Company and its stockholders to do so.





The Company's wholly owned subsidiaries, HMS Funding I LLC (“HMS Funding”) and HMS Equity Holding, LLC (“HMS Equity Holding”), were both organized as Delaware limited liability companies in 2014. HMS Funding was created pursuant to the Capital One Credit Facility (as defined below in Note 4 - Borrowings ) in order to function as a "Structured Subsidiary," which is permitted to incur debt outside of the Capital One Credit Facility since it is not a guarantor under the Capital One Credit Facility. HMS Equity Holding, which has elected to be a taxable entity, primarily holds equity investments in certain portfolio companies which are “pass through” entities for tax purposes.





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





7


---







affiliate of the Adviser, to serve as the Dealer Manager for the Offering. The Dealer Manager is responsible for marketing the Company’s shares of common stock being offered pursuant to the Offering.








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





Basis of Presentation and Consolidation





The accompanying consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company’s wholly-owned consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Under the 1940 Act rules, regulations pursuant to Article 6 of Regulation S-X and Topic 946 of the Accounting Standards Codification, as amended (the "ASC"), of the Financial Accounting Standards Board ("FASB"), Financial Services-Investment Companies, the Company is precluded from consolidating portfolio company investments, including those in which the Company has a controlling interest, unless the portfolio company is a wholly-owned investment company. An exception to this general principle occurs if the Company owns a controlled operating company whose purpose is to provide services to the Company such as an investment adviser or transfer agent. None of the Company’s investments qualifies for this exception. Therefore, the Company’s portfolio company investments, including those in which the Company has a controlling interest, are carried on the balance sheet at fair value, as discussed below, with changes to fair value recognized as “Net Unrealized Appreciation (Depreciation)” on the Consolidated Statements of Operations until the investment is realized, usually upon exit, resulting in any gain or loss on exit being recognized as a realized gain or loss. However, in the event that any controlled subsidiary exceeds the tests of significance set forth in Rules 3-09 or 4-08(g) of Regulation S-X, the Company will include required financial information for such subsidiary in the notes or as an attachment to its consolidated financial statements.





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





Amounts as of December 31, 2015 included in the unaudited condensed consolidated financial statements have been derived from the Company's audited consolidated financial statements as of that date. All intercompany balances and transactions have been eliminated. Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. Therefore, these financial statements should be read in conjunction with the Company’s financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 , which was filed with the SEC on March 11, 2016. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.





Reclassifications





Certain amounts in the Condensed Consolidated Statements of Changes in Net Assets related to selling commissions, dealer manager fees and issuances under our dividend reinvestment plan have been disaggregated as of September 30, 2016 . The prior period has been reclassified to conform to this presentation as of September 30, 2016 .





Interest, Fee and Dividend Income





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





8


---










As of September 30, 2016 , the Company had six debt investments in five portfolio companies (four of which were in the oil and gas industry) that were on non-accrual status, including three debt investments in two portfolio companies that were more than 90 days past due. Each of these portfolio companies experienced a significant decline in credit quality raising doubt regarding the Company's ability to collect the principal and interest contractually due. Given the credit deterioration of these portfolio companies, the Company ceased accruing interest income on the non-accrual debt investments and wrote off any previously accrued interest deemed uncollectable. Aside from these six investments on non-accrual status as of September 30, 2016 , the Company is not aware of any material changes to the creditworthiness of the borrowers underlying its debt investments.





As of December 31, 2015 , the Company had three debt investments in two portfolio companies that were on non-accrual status, including two debt investments in one portfolio company that were more than 90 days past due. Each of these portfolio companies experienced a significant decline in credit quality raising doubt around the Company's ability to collect the principal and interest contractually due. Given the credit deterioration of these portfolio companies, the Company has recognized no interest income on two of the three non-accrual debt investments during the year ended December 31, 2015 . For the other non-accrual debt investment, an allowance of $196,000 was booked for the interest income recognized during the three months ended December 31, 2015 .





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





As of September 30, 2016 and December 31, 2015 , the Company held 16 and seven investments, respectively, which contained a PIK provision. As of September 30, 2016 , two of the 16 investments with PIK provisions were on non-accrual status. No PIK interest was recorded on these two non-accrual investments during the three months ended  September 30, 2016 . As of December 31, 2015 , two of the seven investments with PIK provisions were on non-accrual status. No PIK interest was recorded on these two non-accrual investments during the year ended December 31, 2015 . For the three months ended  September 30, 2016 , the Company capitalized $131,000 of PIK interest income.  For the three months ended September 30, 2015, the Company reversed a net $32,000 of capitalized PIK interest since the PIK interest written off during the period was greater than the PIK interest capitalized during the period.  For the nine months ended  September 30, 2016 and 2015 , the Company capitalized $255,000 and $716,000 , respectively, of PIK interest income.





The Company may periodically provide services, including structuring and advisory services, to its portfolio companies or other third parties. The income from such services is non-recurring. For services that are separately identifiable and evidence exists to substantiate fair value, income is recognized as earned, which is generally when the investment or other applicable transaction closes. Fees received in connection with debt financing transactions for services that do not meet these criteria are treated as debt origination fees and are deferred and accreted into interest income over the life of the financing.





A presentation of the investment income the Company received from its Investment Portfolio in each of the periods presented (dollars in thousands) is as follows:


Three Months EndedNine Months EndedSeptember 30, 2016September 30, 2015September 30, 2016September 30, 2015(Unaudited)Interest, Fee and Dividend IncomeInterest Income$21,317$17,286$62,378$43,673Fee Income191(47)871567Dividend Income726861,445259Total Interest, Fee and Dividend Income$22,234$17,325$64,694$44,499





Offering Costs





In accordance with the Investment Advisory Agreement and the Sub-Advisory Agreement, the Company reimburses the Advisers for any offering costs that are paid on the Company's behalf, which consist of, among other costs, actual legal, accounting, bona





9


---







fide out-of-pocket itemized and detailed due diligence costs, printing, filing fees, transfer agent costs, postage, escrow fees, advertising and sales literature and other offering costs. Pursuant to the terms of the Investment Advisory Agreement and Sub-Advisory Agreement, the Advisers are responsible for the payment of offering costs to the extent they exceed 1.5% of the aggregate gross proceeds from the offering.





The Company has decided to change its accounting treatment of offering costs to more closely follow certain SEC interpretations. Prior to January 1, 2016, offering costs were capitalized as incurred by the Advisers and such costs, up to 1.5% of the gross proceeds, were recorded as a charge to additional paid in capital and a reduction of deferred offering costs. Effective January 1, 2016, offering costs are capitalized as deferred offering costs as incurred by the Company and subsequently amortized to expense over a 12-month period. Deferred offering costs related to an offering will be fully amortized to expense upon the expiration or earlier termination of an offering. The Company currently expects offering costs to be fully amortized by March 31, 2017, the date of the anticipated Closing. The Company evaluated this change in accounting treatment of offering costs and determined that it did not have a material impact on the Company's consolidated financial position, results of operations or cash flows for periods prior to January 1, 2016.





Recent Accounting Pronouncements





In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements under ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date which defers the effective date of ASU 2014-09 by one year for all entities under GAAP. The new guidance will be effective for the annual reporting period beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact the adoption of this new accounting standard will have on the Company's consolidated financial statements and disclosures.





From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date.








Note 3 — Fair Value Hierarchy for Investments





Fair Value Hierarchy





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





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





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

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




10


---







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




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





As of September 30, 2016 and December 31, 2015 , the Company’s investment portfolio was comprised of debt securities, equity investments, and Other Portfolio investments. The fair value determination for these investments primarily consisted of unobservable (Level 3) inputs.





As of September 30, 2016 and December 31, 2015 , all of the Company’s LMM portfolio investments consisted of illiquid securities issued by private companies. The fair value determination for the LMM portfolio investments primarily consisted of unobservable inputs. As a result, all of the Company’s LMM portfolio investments were categorized as Level 3 as of September 30, 2016 and December 31, 2015 .





As of September 30, 2016 and December 31, 2015 , the Company's Middle Market portfolio investments consisted primarily of investments in secured and unsecured debt investments and independently rated debt investments. The fair value determination for these investments consisted of a combination of (1) observable inputs in non-active markets for which sufficient observable inputs were available to determine the fair value of these investments, (2) observable inputs in the non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and (3) unobservable inputs. As a result, all of the Company's Middle Market portfolio investments were categorized as Level 3 as of September 30, 2016 and December 31, 2015 .





As of September 30, 2016 and December 31, 2015 , the Company’s Private Loan portfolio investments consisted primarily of debt investments. The fair value determination for Private Loan investments consisted of a combination of observable inputs in non-active markets for which sufficient observable inputs were not available to determine the fair value of these investments and unobservable inputs. As a result, all of the Company’s Private Loan portfolio investments were categorized as Level 3 as of September 30, 2016 and December 31, 2015 .





As of September 30, 2016 and December 31, 2015 , the Company’s Other Portfolio investments consisted of illiquid securities issued by private companies. The Company relies primarily on information provided by managers of private investment funds in valuing these investments and considers whether it is appropriate, in light of all relevant circumstances, to value the Other Portfolio investments at the net asset value reported by the private investment fund at the time of valuation or to adjust the value to reflect a premium or discount. The fair value determination for these investments primarily consisted of unobservable inputs. As a result, all of the Company’s Other Portfolio equity investments were categorized as Level 3 as of September 30, 2016 and December 31, 2015 .





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





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

|  |                                                                    
|- | -------------------------------------------------------------------
|• | Current and projected financial condition of the portfolio company;

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

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

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

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

|  |                                                                
|- | ---------------------------------------------------------------
|• | Pending debt or capital restructuring of the portfolio company;

|  |                                                      
|- | -----------------------------------------------------
|• | Projected operating results of the portfolio company;

|  |                                                                     
|- | --------------------------------------------------------------------
|• | Current information regarding any offers to purchase the investment;

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

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

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




11


---







|  |                                          
|- | -----------------------------------------
|• | Qualitative assessment of key management;

|  |                                                                                
|- | -------------------------------------------------------------------------------
|• | Contractual rights, obligations or restrictions associated with the investment;

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

|  |                               
|- | ------------------------------
|• | Other factors deemed relevant.




The following table presents fair value measurements of the Company’s investments, by major class, as of September 30, 2016 according to the fair value hierarchy (dollars in thousands):


Fair Value MeasurementsLevel 1Level 2Level 3TotalFirst lien secured debt investments$—$—$730,110$730,110Second lien secured debt investments——137,966137,966Unsecured debt investments——10,30010,300Equity investments——54,22754,227Total$—$—$932,603$932,603





The following table presents fair value measurements of the Company’s investments, by major class, as of December 31, 2015 according to the fair value hierarchy (dollars in thousands):


Fair Value MeasurementsLevel 1Level 2Level 3TotalFirst lien secured debt investments$—$—$676,437$676,437Second lien secured debt investments——140,459140,459Unsecured debt investments——870870Equity investments——35,22235,222Total$—$—$852,988$852,988





The following table presents fair value measurements of the Company’s investments, by investment classification, segregated by the level within the fair value hierarchy as of September 30, 2016 (dollars in thousands):


Fair Value MeasurementsLevel 1Level 2Level 3TotalLMM portfolio investments$—$—$102,264$102,264Private Loan investments——180,875180,875Middle Market investments——632,340632,340Other Portfolio investments——17,12417,124Total$—$—$932,603$932,603





The following table presents fair value measurements of the Company’s investments, by investment classification, segregated by the level within the fair value hierarchy as of December 31, 2015 (dollars in thousands):


Fair Value MeasurementsLevel 1Level 2Level 3TotalLMM portfolio investments$—$—$85,460$85,460Private Loan investments——111,088111,088Middle Market investments——645,913645,913Other Portfolio investments——10,52710,527Total$—$—$852,988$852,988





The significant unobservable inputs used in the fair value measurement of the Company’s LMM equity securities and Private Loan equity securities, which are generally valued through an average of the discounted cash flow technique and the market comparable/enterprise value technique (unless one of these approaches is not applicable), are (i) EBITDA multiples and (ii) the weighted average cost of capital (“WACC”). Increases (decreases) in EBITDA multiple inputs in isolation could result in a higher (lower) fair value measurement. Conversely, increases (decreases) in WACC inputs in isolation could result in a lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company’s LMM, Middle Market and Private Loan debt investments are (i) risk adjusted discount rates used in the yield-to-maturity valuation technique (described in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies-Valuation of Portfolio Investments in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 , which was filed with the SEC on March 11, 2016) and (ii) the percentage of expected principal recovery. Increases (decreases) in any of these discount rates in isolation would result in a significantly lower (higher) fair value measurement. Increases (decreases) in any of these expected principal recovery percentages in isolation could result in a higher (lower) fair value measurement. However, due to the nature of certain investments,





12


---







fair value measurements may be based on other criteria, such as third-party appraisals of collateral and fair values as determined by independent third parties, which are not presented in the table below.





The following table, which is not intended to be all inclusive, presents the significant unobservable inputs of the Company’s Level 3 investments as of September 30, 2016 (dollars in thousands):


Fair ValueValuationTechniqueSignificant Unobservable InputsRangeWeightedAverage(2)LMM equity investments$32,013Discounted Cash FlowsWACC10.2% - 16.5%12.7%Market Approach/Enterprise ValueEBITDA Multiples(1)5.0x - 13.1x7.1xNAV Multiple(1)1.4x - 2.0x1.8xLMM debt investments70,251Discounted Cash FlowsExpected Principal Recovery100.0%100.0%Risk Adjusted Discount Factor8.5% - 17.0%10.2%Private Loan debt investments45,288Market ApproachThird Party Quotes93.8% - 99.5%97.9%132,356Discounted Cash FlowsExpected Principal Recovery5.3% - 100.0%99.8%Risk Adjusted Discount Factor6.1% - 15.4%8.5%Private Loan equity investments3,231Market Approach/Enterprise ValueEBITDA Multiples(1)4.5x - 11.4x6.3xDiscounted Cash FlowWACC12.6% - 13.4%13.1%Middle Market investments632,340Market ApproachThird Party Quotes22.5% - 107.0%94.2%Other Portfolio investments17,124Market ApproachNAV94.2% - 102.3%100.2%$932,603


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


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





The following table, which is not intended to be all inclusive, presents the significant unobservable inputs of the Company’s Level 3 investments as of December 31, 2015 (dollars in thousands):


Fair ValueValuationTechniqueSignificant Unobservable InputsRangeWeightedAverage(2)LMM equity investments$24,165Discounted Cash FlowsWACC11.9% - 16.3%13.9%Market Approach/Enterprise ValueEBITDA Multiples(1)5.0x - 18.8x10.8xNAV Multiple2.0x2.0xLMM debt investments61,295Discounted Cash FlowsExpected Principal Recovery100.0%100.0%Risk Adjusted Discount Factor10.3% - 14.5%12.7%Private Loan debt investments60,173Market ApproachThird Party Quotes96.5% - 99.0%97.7%50,385Discounted Cash FlowsExpected Principal Recovery16.6% - 100.0%98.1%Risk Adjusted Discount Factor9.1% - 15.4%10.5%Private Loan equity investments530Market Approach/Enterprise ValueEBITDA Multiples(1)4.5x - 10.8x9.1xRevenue Multiples(1)3.1x3.1xWACC12.5%12.5%Middle Market debt investments645,913Market ApproachThird Party Quotes12.1% - 100.1%91.5%Other Portfolio investments10,527Market ApproachNAV98.9%98.9%$852,988


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


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








13


---







The following table provides a summary of changes in fair value of the Company’s Level 3 portfolio investments for the nine months ended  September 30, 2016 (dollars in thousands):


Type of InvestmentJanuary 1, 2016 Fair ValueTransfers Into Level 3 HierarchyPIKInterestAccrualNew Investments(1)Sales/ RepaymentsNet UnrealizedAppreciation(Depreciation)(2)Net Realized Gain (Loss)September 30, 2016 Fair ValueLMM Equity$24,165$—$(72)$5,457$—$2,463$—$32,013LMM Debt61,295—13416,058(7,481)245—70,251Private Loan Equity530——2,602—99—3,231Private Loan Debt110,558—16992,104(25,952)887(122)177,644Middle Market Debt645,913—24176,767(190,142)9,761(11,842)630,481Middle Market Equity———2,059—(200)—1,859Other Portfolio10,527——6,537—60—17,124Total$852,988$—$255$301,584$(223,575)$13,315$(11,964)$932,603


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


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





The following table provides a summary of changes in fair value of the Company’s Level 3 portfolio investments for the nine months ended  September 30, 2015 (dollars in thousands):


Type of InvestmentJanuary 1, 2015 Fair ValueTransfers Into Level 3 HierarchyPIKInterestAccrualNew Investments(1)Sales/ RepaymentsNet UnrealizedAppreciation(Depreciation)Net Realized Gain (Loss)September 30, 2015 Fair ValueLMM Equity$9,808$—$1$11,827$(15)$1,098$—$22,719LMM Debt23,808—1932,419(1,933)7(49)54,271Private Loan Equity———258———258Private Loan Debt47,655—69674,826(13,481)(3,129)—106,567Middle Market Debt391,016——402,400(95,803)(9,493)179688,299Other Portfolio1,575——3,008———4,583Total$473,862$—$716$524,738$(111,232)$(11,517)$130$876,697


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





For the nine months ended  September 30, 2016 and 2015 , there were no transfers between Level 2 and Level 3 portfolio investments.





Portfolio Investment Composition





The composition of the Company’s investments as of September 30, 2016 , at cost and fair value, was as follows (dollars in thousands):


Investments at CostCost Percentage of Total PortfolioInvestments at Fair ValueFair ValuePercentage ofTotal PortfolioFirst lien secured debt investments$768,75979.2%$730,11078.3%Second lien secured debt investments142,12914.6137,96614.8Unsecured debt investments10,3001.110,3001.1Equity investments47,6264.951,9825.6Equity warrants2,1720.22,2450.2Total$970,986100.0%$932,603100.0%








14


---







The composition of the Company’s investments as of December 31, 2015 , at cost and fair value, was as follows (dollars in thousands):


Investments at CostCost Percentage of Total PortfolioInvestments at Fair ValueFair ValuePercentage ofTotal PortfolioFirst lien secured debt investments$719,94179.6%$676,43779.3%Second lien secured debt investments148,90616.5140,45916.5Unsecured debt investments2,6300.38700.1Equity investments32,0253.534,0204.0Equity warrants1,1870.11,2020.1Total$904,689100.0%$852,988100.0%





The composition of the Company’s investments by geographic region as of September 30, 2016 , at cost and fair value, was as follows (dollars in thousands) (since the Other Portfolio investments do not represent a single geographic region, this information excludes Other Portfolio investments):


Investments at CostCost Percentage of Total PortfolioInvestments at Fair ValueFair ValuePercentage ofTotal PortfolioNortheast$140,82114.8%$135,77914.8%Southeast215,44722.6220,38724.1West154,45316.2141,23515.4Southwest175,27818.4154,66816.9Midwest204,58121.4202,91322.2Non-United States63,2126.660,4976.6Total$953,792100.0%$915,479100.0%





The composition of the Company’s investments by geographic region as of December 31, 2015 , at cost and fair value, was as follows (dollars in thousands) (since the Other Portfolio investments do not represent a single geographic region, this information excludes Other Portfolio investments):


Investments at CostCost Percentage of Total PortfolioInvestments at Fair ValueFair ValuePercentage ofTotal PortfolioNortheast$178,90020.0%$171,28420.3%Southeast188,23721.1188,40122.4West140,57615.7127,35315.1Southwest159,57917.8135,47316.1Midwest168,76918.9165,11319.6Non-United States57,9716.554,8376.5Total$894,032100.0%$842,461100.0%








15


---







The composition of the Company’s total investments by industry as of September 30, 2016 and December 31, 2015 , at cost and fair value was as follows (since the Other Portfolio investments do not represent a single industry, this information excludes Other Portfolio investments):


CostFair ValueSeptember 30, 2016December 31, 2015September 30, 2016December 31, 2015Hotels, Restaurants, and Leisure8.2%10.7%8.6%11.2%Media7.87.87.97.9Commercial Services and Supplies7.35.47.55.5Internet Software and Services4.64.24.84.4IT Services4.65.44.75.5Communications Equipment4.60.64.90.6Auto Components4.63.94.83.9Specialty Retail4.04.13.33.7Construction and Engineering3.83.04.03.1Electronic Equipment, Instruments & Components3.52.83.62.8Energy Equipment and Services3.53.42.52.8Diversified Telecommunication Services3.23.13.23.3Software3.22.43.52.6Diversified Consumer Services2.94.72.64.5Health Care Equipment and Supplies2.92.13.03.2Food Products2.83.12.72.2Oil, Gas, and Consumable Fuels2.34.91.12.2Health Care Providers and Services2.34.72.43.1Pharmaceuticals2.02.12.1—Diversified Financial Services1.91.71.94.7Aerospace and Defense1.71.51.6—Distributors1.71.21.82.3Food & Staples Retailing1.50.61.61.7Machinery1.41.61.81.8Internet and Catalog Retail1.41.61.31.6Professional Services1.31.01.41.3Capital Markets1.20.81.31.6Tobacco1.11.31.20.6Leisure Equipment and Products1.02.11.01.3Electrical Equipment1.0—1.00.9Computers and Peripherals0.8—0.91.0Marine0.80.90.81.0Personal Products0.80.80.8—Insurance0.70.70.70.9Textiles, Apparel & Luxury Goods0.51.10.40.9Building Products0.50.80.50.9Consumer Finance0.40.40.40.4Automobiles0.40.60.40.7Healthcare Technology0.4—0.40.6Air Freight & Logistics0.30.30.40.5Publishing0.3—0.3—Containers and Packaging0.30.20.3—Chemicals0.20.30.30.3Airlines0.20.20.20.2Oil and Gas Exploration and Production0.1—0.10.2Metals and Mining—0.8—0.9Utilities—1.1—1.2Total100.0%100.0%100.0%100.0%





16


---










Note 4 — Borrowings





On March 11, 2014, the Company entered into a senior secured revolving credit agreement (the "Capital One Credit Facility") with Capital One, National Association (“Capital One”), as administrative agent, and with Capital One and other financial institutions as lenders.  The Capital One Credit Facility, as amended, provides a borrowing capacity of $125.0 million , with an accordion provision allowing borrowing capacity to increase to $150.0 million. As of September 30, 2016 , the Company had borrowings of $60.0 million outstanding and $65.0 million available on the Capital One Credit Facility. The Company estimated that the outstanding borrowings approximated fair value. As of September 30, 2016 , the Company was not aware of any instances of noncompliance with covenants related to the Capital One Credit Facility.





On May 18, 2015, HMS Funding entered into an amended and restated credit agreement (the “Deutsche Bank Credit Facility”) among HMS Funding, the Company, as equityholder and servicer, Deutsche Bank AG, New York Branch (“Deutsche Bank”), as administrative agent, the financial institutions party thereto as lenders, and U.S. Bank National Association, as collateral agent and collateral custodian. The Deutsche Bank Credit Facility, as amended, provides a borrowing capacity of $385.0 million . As of September 30, 2016 , the Company had borrowings of $325.0 million outstanding and $60.0 million available on the Deutsche Bank Credit Facility. The Company estimated that the outstanding borrowings approximated fair value. As of September 30, 2016 , the Company was not aware of any instances of noncompliance with covenants related to the Deutsche Bank Credit Facility.








Note 5 – Financial Highlights





The following is a schedule of financial highlights of the Company for the nine months ended  September 30, 2016 and 2015 .


Per Share Data:Nine Months Ended  September 30, 2016Nine Months Ended  September 30, 2015NAV at beginning of period$7.88$8.40Results from OperationsNet investment income(1) (2)0.550.55Net realized (depreciation)(1) (2)(0.19)—Net unrealized appreciation (depreciation)(1) (2)0.20(0.26)Net increase in net assets resulting from operations0.560.29Stockholder distributions(1) (3)Distributions from net investment income(1) (2)(0.52)(0.52)Distributions from realized appreciation(1) (2)——Net decrease in net assets resulting from stockholder distributions(0.52)(0.52)Capital share transactionsIssuance of common stock above NAV,(4)net of offering costs(1)—0.18Net increase in net assets resulting from capital share transactions—0.18NAV at end of the period$7.92$8.35Shares outstanding at end of period70,942,06355,912,465Weighted average shares outstanding66,576,48945,129,210


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

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

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

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | The continuous issuance of shares of common stock may cause an incremental increase in NAV per share due to the sale of shares at the then prevailing public offering price in excess of NAV per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date times (B) the differences between the net proceeds per share and the NAV per share on each share transaction date, divided by (ii) the weighted average shares of common stock outstanding for the period.










17


---







Nine Months Ended  September 30, 2016Nine Months Ended  September 30, 2015(dollars in thousands)NAV at end of period$561,974$467,143Average net assets$519,511$377,144Average Credit Facilities borrowings$391,750$286,216Ratios to average net assets:Ratio of total expenses to average net assets(1) (2)5.37%5.26%Ratio of net investment income to average net assets7.08%6.54%Portfolio turnover ratio25.02%16.09%Total return(3)7.11%5.71%


|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | For thenine months endedSeptember 30, 2016and2015, the Advisers did not waive base management fees but waived subordinated incentive fees of approximately$493,000and$1.4 million, respectively, and administrative services expenses of approximately$1.6 millionand$1.4 million, respectively. The ratio is calculated by reducing the expenses to reflect the waiver of expenses and reimbursement of administrative services in both periods presented. See Note 9-Related Party Transactions and Arrangementsfor further discussion of fee waivers provided by the Advisers.

|    |                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(2) | Total return is calculated on the change in NAV per share and stockholder distributions declared per share over the reporting period.

|    |                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Excluding interest expense, the ratio of total expenses to average net assets for the nine months ended September 30, 2016 and September 30, 2015 was 3.21% and 3.23%, respectively.







Note 6 – Stockholder Distributions





The following table reflects the cash distributions per share that the Company declared on its common stock during the nine months ended  September 30, 2016 and 2015 (dollars in thousands except per share amounts).


DistributionsPer ShareAmount2016Three months ended September 30, 2016$0.17$12,307Three months ended June 30, 2016$0.18$11,650Three months ended March 31, 2016$0.17$11,0372015Three months ended September 30, 2015$0.17$9,373Three months ended June 30, 2015$0.18$7,998Three months ended March 31, 2015$0.17$6,260





On September 14, 2016 , with the authorization of the Company’s board of directors, the Company declared distributions to its stockholders for the period of October 2016 through December 2016 . These distributions have been, or will be, calculated based on stockholders of record each day from October 1, 2016 through December 31, 2016 in an amount equal to $0.00191781 per share, per day. Distributions are paid on the first business day following the completion of each month to which they relate.





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





The following table reflects the sources of the cash distributions that the Company declared and, in some instances, paid on its common stock during the nine months ended  September 30, 2016 and 2015 .


Nine Months Ended  September 30, 2016Nine Months Ended  September 30, 2015(dollars in thousands)Source of DistributionDistributionAmountPercentageDistributionAmountPercentageNet realized income from operations (before waiver of incentive fees)$24,34970%$23,34999%Waiver of incentive fees49312821Distributions in excess of net investment income(1)10,15229——Total$34,994100%$23,631100%


|    |                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes adjustments made to GAAP basis net investment income to arrive at taxable income available for distributions. See Note 7 for the sources of the Company's cash distributions on a tax basis.







18


---







The Company may fund its cash distributions from all sources of funds legally available, including stock offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies, and fee and expense waivers from the Advisers. The Company has not established limits on the amount of funds that the Company may use from legally available sources to make distributions. The Company expects that for the foreseeable future, a portion of the distributions may be paid from sources other than net realized income from operations, which may include stock offering proceeds, borrowings, and fee and expense waivers from the Advisers. See Note 9 - Related Party Transactions and Arrangements - Advisory Agreements and Conditional Fee Waiver.





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








Note 7 – Taxable Income





The Company has elected to be treated for U.S. federal income tax purposes as a RIC. As a RIC, the Company generally will not be subject to corporate-level U.S. federal income taxes on net investment income or capital gains that the Company timely distributes to its stockholders each taxable year from taxable earnings and profits. To qualify as a RIC in any taxable year, the Company must, among other things, satisfy certain source-of-income and asset diversification requirements.  In addition, the Company must distribute an amount in each taxable year generally at least equal to 90% of its investment company taxable income, determined without regard to any deduction for dividends paid, in order to maintain its ability to be subject to taxation as a RIC (the "Annual Distribution Requirement"). As a part of maintaining its RIC status, undistributed taxable income (subject to a 4% excise tax) pertaining to a given taxable year may be distributed up to 12 months subsequent to the end of that taxable year, provided such distributions are declared prior to the earlier of (1) eight-and-one-half months after the close of that taxable year or (2) the filing of the federal income tax return for such prior taxable year. In order to avoid the 4% excise tax, the Company needs to distribute, in respect of each calendar year an amount at least equal to the sum of (1) 98.0% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of its capital gain in excess of capital loss, or capital gain net income, (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or, if the Company so elects for that calendar year) and (3) any net ordinary income and capital gain net income for preceding years that was not distributed with respect to such years and on which the Company paid no U.S. federal income tax (the "Excise Tax Avoidance Requirement"). For the taxable year ended December 31, 2014, approximately $59,000, or $0.0019 per share of the Company's taxable income was distributed in 2015, prior to the filing of its federal income tax return for the 2014 taxable year, and no portion of this amount was subject to the 4% nondeductible excise tax. For the taxable year ended December 31, 2015, the Company distributed $3.8 million, or $0.0615 per share, of its taxable income in 2016, prior to the filing of its federal income tax return for the 2015 taxable year. As a result, the Company was subject to a $119,000 nondeductible excise tax for the 2015 taxable year.





The Company accounts for income taxes in conformity with ASC Topic 740 - Income Taxes, which provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits, if any, in income tax expense. There were no material uncertain income tax positions through September 30, 2016. The 2013 through 2015 tax years remain subject to examination by U.S. federal and most state tax authorities.








19


---







Listed below is a reconciliation of "Net increase (decrease) in net assets resulting from operations" to taxable income and to total distributions declared to common stockholders for the nine months ended  September 30, 2016 and 2015 (dollars in thousands).


Nine Months Ended September 30, 2016Nine Months Ended September 30, 2015Net increase in net assets resulting from operations$37,771$13,274Net change in unrealized (appreciation) depreciation(12,929)11,517Income tax (benefit) provision67(271)Pre-tax book (income) loss not consolidated for tax purposes11,137(69)Book income and tax income differences, including debt origination, structuring fees, dividends, realized gains and changes in estimates427(5)Estimated taxable income(1)36,47324,446Taxable income earned in prior year and carried forward for distribution in current year3,85559Taxable income earned prior to period end and carried forward for distribution next period(9,407)(4,055)Dividend accrued as of period end and paid-in the following period4,0733,181Taxable income earned to be carried forward(5,334)(874)Total distributions accrued or paid to common stockholders$34,994$23,631


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




As of September 30, 2016, the cost basis of investments for tax purposes was $966.6 million, with such investments having an estimated gross unrealized appreciation and depreciation of $16.1 million and $(50.1) million, respectively. As of December 31, 2015, the cost basis of investments for tax purposes was $901.0 million, with such investments having an estimated gross unrealized appreciation and depreciation of $5.3 million and $(53.3) million, respectively.





The income tax expense, or benefit, and the related tax assets and liabilities generated by HMS Equity Holding, if any, are reflected in the Company’s Condensed Consolidated Statement of Operations. For the nine months ended  September 30, 2016 and 2015 , the Company recognized a net income tax (benefit) provision of $67,000 and $(271,000) , respectively, related to deferred taxes of $10.7 million and $(279,000) respectively, and other taxes of $67,000 and $8,000 , respectively, offset by a valuation allowance of $(10.7) million and $0 , respectively. For the nine months ended  September 30, 2016 and 2015 , the other taxes included $67,000 and $8,000 , respectively, related to accruals for state and other taxes.





The net deferred tax asset at both September 30, 2016 and December 31, 2015 was $0 , of which $9.9 million and $4.8 million , respectively, related to current year net loss on portfolio investments and unrealized appreciation/depreciation of portfolio investments held by HMS Equity Holding, and $1.8 million and $187,000 , respectively, related to net loss carryforwards from historical realized losses on portfolio investments held by HMS Equity Holding, offset by $925,000 and $599,000 , respectively, related to basis differences of portfolio investments held by HMS Equity Holding which are “pass through” entities for tax purposes, and $10.7 million and $4.4 million , respectively, related to a valuation allowance. Based on HMS Equity Holding's short operating history, management believes it is more likely than not that there will be inadequate profits in HMS Equity Holding against which the deferred tax assets can be offset. Accordingly, the Company recorded a full valuation allowance against such deferred tax asset.








20


---







The following table sets forth the significant components of net deferred tax assets and liabilities as of September 30, 2016 and December 31, 2015 (amounts in thousands):


September 30, 2016December 31, 2015Deferred tax assets:Net operating loss carryforwards$6,496$2,869Net basis differences in portfolio investments——Net unrealized depreciation of portfolio investments5,1892,143Total deferred tax assets11,6855,012Deferred tax liabilities:Net basis differences in portfolio investments(925)(599)Net unrealized appreciation of portfolio investments——Other——Total deferred tax liabilities(925)(599)Valuation allowance(10,760)(4,413)Total net deferred tax assets (liabilities)$—$—





For federal income tax purposes, the net loss carryforwards expire in various taxable years from 2034 through 2036. The timing and manner in which HMS Equity Holding expects to utilize any net loss carryforwards in such taxable years, or in total, may be limited in the future under the provisions of the Code.





For the years ending December 31, 2015, 2014 and 2013, respectively, the tax characteristics of distributions paid to shareholders were as follows (amounts in thousands):


Year Ended December 31,Tax Characteristics of Distributions201520142013Ordinary income$34,08599.68%$11,16299.51%$1,78696.31%Capital gain distributions1100.32550.49683.69Total$34,195100.00%$11,217100.00%$1,854100.00%





The determination of the tax attributes of the Company’s distributions is made annually at the end of the Company’s taxable year based upon the Company’s taxable income for the full taxable year and distributions paid for the full taxable year. Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year. The actual tax characteristics of distributions to stockholders will be reported to stockholders subject to information reporting shortly after the close of each calendar year on Form 1099-DIV.





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








Note 8 – Supplemental Cash Flow Disclosures





Listed below are the supplemental cash flow disclosures for the nine months ended  September 30, 2016 and 2015 (dollars in thousands):


Supplemental Disclosure of Cash Flow InformationNine Months Ended September 30, 2016Nine Months Ended September 30, 2015Cash paid for interest$10,078$6,677Cash paid for income taxes26560Supplemental Disclosure of Non-Cash Flow InformationStockholder distributions declared and unpaid$4,073$3,181Stockholder distributions reinvested18,26311,603Change in unpaid deferred offering costs1,1071,058Unpaid deferred financing costs4—Unpaid sales commissions and dealer manager fee57—





21


---













Note 9 — Related Party Transactions and Arrangements





Advisory Agreements and Conditional Fee Waiver





The Company and the Adviser have entered into two expense support and conditional reimbursement agreements (as amended from time to time, the “2013 and 2014 Expense Reimbursement Agreements”), pursuant to which the Adviser could pay the Company up to 100% of its operating expenses through December 31, 2014 (the “Expense Support Payment”) in order to achieve a reasonable level of expenses relative to its investment income (the “Operating Expense Objective”). The Company's board of directors, in its sole discretion, may approve the repayment of unreimbursed Expense Support Payments (a “Reimbursement Payment”) upon a determination by the board of directors that the Company has achieved the Operating Expense Objective in any quarter following receipt by the Company of an Expense Support Payment.  The Company may reimburse any unreimbursed Expense Support Payments for up to three years from the date each respective Expense Support Payment was determined.  Any Expense Support Payments that remain unreimbursed three years after such payment will be permanently waived.





The Company and the Advisers entered into a conditional fee waiver agreement (as amended from time to time, the “Conditional Fee Waiver Agreement”), pursuant to which the Advisers could waive certain fees through December 31, 2015 upon the occurrence of any event that, in the Advisers’ sole discretion, causes such waivers to be deemed necessary.  The previously waived fees are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of each respective fee waiver.





The Company and the Advisers entered into two conditional income incentive fee waiver agreements (the “2016 Conditional Income Incentive Fee Waiver Agreements”) on May 9, 2016 and October 7, 2016, respectively, pursuant to which, for a period from January 1, 2016 through September 30, 2016, the Advisers could waive the “subordinated incentive fee on income,” as such term is defined in the Investment Advisory Agreement, upon the occurrence of any event that, in the Advisers’ sole discretion, causes such waiver to be deemed necessary.  The 2016 Conditional Income Incentive Fee Waiver Agreements may require the Company to repay the Advisers for previously waived reimbursement of Expense Support Payments or waived base management fees or incentive fees under certain circumstances.





The previously waived fees are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of each respective fee waiver.  Thus, in any quarter where a surplus exists, that surplus will be available, subject to approval of the board of directors, to reimburse waived fees and Expense Support Payments as follows:





|   |                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------
|1. | First, to reimburse Expense Support Payments, beginning with the earliest year eligible for reimbursement; and

|   |                                                                                                   
|-- | --------------------------------------------------------------------------------------------------
|2. | Second, to reimburse all waived fees, beginning with the earliest year eligible for reimbursement.




Reimbursement of previously waived fees will only be permitted with the approval of the board of directors and if the operating expense ratio is equal to or less than the operating expense ratio at the time the corresponding fees were waived and if the annualized rate of regular cash distributions to stockholders is equal to or greater than the annualized rate of the regular cash distributions at the time the corresponding fees were waived.





For the three months ended  September 30, 2016 and 2015 , the Company incurred base management fees of approximately $4.9 million and $4.3 million , respectively, and the Advisers waived no base management fees in either period.  For the three months ended  September 30, 2016 and 2015 , the Company incurred no capital gains incentive fees in either period, and incurred subordinated incentive fees on income of approximately $0 and $155,000 , respectively. For the three months ended  September 30, 2016 and 2015 , the Advisers waived no capital gains incentive fees in either period, and waived subordinated incentive fees on income of approximately $0 and $155,000 , respectively.





For the nine months ended  September 30, 2016 and 2015 , the Company incurred base management fees of approximately $14.1 million and $11.0 million , respectively, and the Advisers waived no base management fees in either period. For the nine months ended  September 30, 2016 and 2015 , the Company incurred no capital gains incentive fees in either period, and incurred subordinated incentive fees on income of approximately $493,000 and $1.4 million , respectively. For the nine months ended  September 30, 2016 and 2015 , the Advisers waived no capital gains incentive fees in either period, and subordinated incentive fees on income of approximately $493,000 and $1.4 million , respectively.





For the nine months ended  September 30, 2016 and 2015 , the Company did not record an accrual for any previously waived fees. Any future reimbursement of previously waived fees to the Advisers will not be accrued until the reimbursement of the waived fees becomes probable and estimable, which will be upon approval of the Company’s board of directors. To date, none of the previously waived fees has been approved by the board of directors for reimbursement.





22


---










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


Management Fee(1)Subordinated Incentive Fee(1)Capital Gain Incentive Fee(1)Expense Support(1)Quarter EndedWaiversRepaid to Adviser(2)WaiversRepaid to Adviser(2)WaiversRepaid to Adviser(2)PaymentsRepaid to Adviser(2)Operating Expense Ratio(3)Annualized Distribution Rate(4)Eligible to be Repaid Through6/30/2012$31$—$18$—$—$—$—$—1.35%7.00%Expired9/30/2012$97$—$52$—$3$—$—$—1.97%7.00%Expired12/31/2012$104$—$53$—$—$—$—$—2.96%7.00%Expired3/31/2013$84$—$—$—$—$—$—$—1.86%7.00%Expired6/30/2013$118$—$—$—$—$—$—$—1.36%7.00%Expired9/30/2013$268$—$—$—$—$—$—$—1.22%7.00%Expired12/31/2013$309$—$—$—$5$—$153$—0.49%7.00%12/31/20163/31/2014$306$—$—$—$—$—$—$—1.28%7.00%3/31/20176/30/2014$548$—$—$—$—$—$—$—1.28%7.00%6/30/20179/30/2014$821$—$—$—$—$—$328$—1.23%7.00%9/30/201712/31/2014$148$—$451$—$—$—$—$—1.70%7.00%12/31/20173/31/2015$—$—$358$—$—$—$—$—1.78%7.18%3/31/20186/30/2015$—$—$930$—$—$—$—$—1.69%7.07%6/30/20189/30/2015$—$—$155$—$—$—$—$—2.11%7.07%9/30/201812/31/2015$—$—$1,159$—$—$—$—$—2.27%7.78%12/31/20183/31/2016$—$—$493$—$—$—$—$—1.83%8.14%3/31/20196/30/2016$—$—$—$—$—$—$—$—1.76%7.95%6/30/20199/30/2016$—$—$—$—$—$—$—$—1.73%7.87%9/30/2019


|    |                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Fees waived pursuant to the Conditional Fee Waiver Agreement and the 2016 Conditional Income Incentive Fee Waiver Agreements and Expense Support Payments pursuant to the 2013 and 2014 Expense Reimbursement Agreements.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Subject to the approval of the Company’s board of directors, in future periods, previously waived fees may be paid to the Advisers, if the Company’s cumulative net increase in net assets resulting from operations exceeds the amount of cumulative distributions paid to stockholders. The previously waived fees are potentially subject to repayment by the Company, if at all, within a period not to exceed three years from the date of each respective fee waiver. To date, none of the previously waived fees and Expense Support Payments have been approved for reimbursement by the Company’s board of directors.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | The “Operating Expense Ratio” is calculated on a quarterly basis as a percentage of average net assets and includes all expenses borne by the Company, except for base management and incentive fees and administrative expenses waived by the Advisers and organizational and offering expenses. For the quarter ended December 31, 2013, expenses have been reduced by $153,000, the amount of the Expense Support Payment received in 2013 from the Adviser. For the quarter ended September 30, 2014, expenses have been reduced by $328,000, which Expense Support Payment was received from the Adviser on October 30, 2014.

|    |                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | “Annualized Distribution Rate” equals $0.00191781 per share, per day. “Annualized Distribution Rate” does not include the special stock dividend paid to stockholders on September 14, 2012 and was based on the Company's offering price per share as of the final day of the quarter.




Pursuant to the Investment Advisory Agreement and Sub-Advisory Agreement, the Company is required to pay or reimburse the Advisers for administrative services expenses, which include all costs and expenses related to the Company's day-to-day administration and management not related to advisory services. The Advisers do not earn any profit under their provision of administrative services to the Company. For the three months ended  September 30, 2016 and 2015 , the Company incurred, and the Advisers waived the reimbursement of, administrative services expenses of approximately $529,000 and $517,000 , respectively. For the nine months ended  September 30, 2016 and 2015 , the Company incurred, and the Advisers waived the reimbursements of, adminitrative services expenses of approximately $1.6 million and $1.4 million , respectively.  On May 9, 2016 and October 7, 2016, the Company and the Advisers agreed to amendments to the 2014 Expense Reimbursement Agreement, which collectively extended the period for waiver of reimbursement of administrative services expenses accrued pursuant to the Investment Advisory Agreement and the Sub-Advisory Agreement through December 31, 2016.  The waiver of the reimbursement of administrative services expenses is not subject to future reimbursement.








23


---







The table below presents the administrative services expenses waived by the Advisers (dollars in thousands).


Administrative ServicesQuarter EndedWaiversRepaid to AdviserOperating Expense Ratio(1)Annualized Distribution Rate(2)Eligible to be Repaid Through(3)6/30/2012$25$—1.35%7.00%Not Eligible to be Repaid9/30/2012$129$—1.97%7.00%Not Eligible to be Repaid12/31/2012$284$—2.96%7.00%Not Eligible to be Repaid3/31/2013$233$—1.86%7.00%Not Eligible to be Repaid6/30/2013$222$—1.36%7.00%Not Eligible to be Repaid9/30/2013$234$—1.22%7.00%Not Eligible to be Repaid12/31/2013$329$—0.49%7.00%Not Eligible to be Repaid3/31/2014$329$—1.28%7.00%Not Eligible to be Repaid6/30/2014$385$—1.28%7.00%Not Eligible to be Repaid9/30/2014$371$—1.23%7.00%Not Eligible to be Repaid12/31/2014$412$—1.70%7.00%Not Eligible to be Repaid3/31/2015$437$—1.78%7.18%Not Eligible to be Repaid6/30/2015$480$—1.69%7.07%Not Eligible to be Repaid9/30/2015$517$—2.11%7.07%Not Eligible to be Repaid12/31/2015$603$—2.27%7.78%Not Eligible to be Repaid3/31/2016$533$—1.83%8.14%Not Eligible to be Repaid6/30/2016$574$—1.76%7.95%Not Eligible to be Repaid9/30/2016$529$—1.73%7.87%Not Eligible to be Repaid


|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The “Operating Expense Ratio” is calculated on a quarterly basis as a percentage of average net assets and includes all expenses borne by the Company, except for base management and incentive fees and administrative expenses waived by the Advisers and organizational and offering expenses. For the quarter ended December 31, 2013, expenses have been reduced by $153,000, the amount of the Expense Support Payment received in 2013 from the Adviser. For the quarter ended September 30, 2014, expenses have been reduced by $328,000, which Expense Support Payment was received from the Adviser on October 30, 2014.

|    |                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | “Annualized Distribution Rate” equals $0.00191781 per share, per day. “Annualized Distribution Rate” does not include the special stock dividend paid to stockholders on September 14, 2012 and was based on the Company's offering price per share as of the last day of the quarter.

|    |                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | The Advisers have agreed to permanently waive reimbursement by the Company of administrative expenses through December 31, 2016. The administrative expenses are waived on a quarterly basis and are not eligible for future reimbursement from the Company to the Advisers.




As of September 30, 2016 and December 31, 2015 , the Adviser and Sub-Adviser had incurred approximately $11.5 million and $10.1 million , respectively, of offering costs on the Company’s behalf. As of September 30, 2016 , approximately $10.2 million of offering costs has been reimbursed to the Advisers. The Company expects to reimburse the Advisers for the balance of such costs incurred on its behalf on a monthly basis up to a maximum aggregate amount of 1.5% of the gross stock offering proceeds.





The table below outlines fees incurred and expense reimbursements payable to Hines, Main Street and their affiliates for the three and nine months ended  September 30, 2016 and 2015 and amounts unpaid as of September 30, 2016 and December 31, 2015 (dollars in thousands).


IncurredIncurredUnpaid as ofThree Months Ended September 30,Nine Months Ended September 30,September 30, 2016December 31, 2015Type and Recipient2016201520162015Base Management Fees(1)- the Adviser, Sub-Adviser$4,905$4,278$14,092$11,020$4,902$4,521Incentive Fees on Income(1)- the Adviser, Sub-Adviser——————Capital Gains Incentive Fee(1)- the Adviser, Sub-Adviser——————Offering Costs - the Adviser, Sub-Adviser4057691,2262,587—1,107Expense Support from Adviser——————Other(2)- the Adviser1251542783225695Selling Commissions - Dealer Manager1,2423,3873,88413,96564—Dealer Manager Fee - Dealer Manager6081,7061,8596,511(7)—Due to Affiliates$5,015$5,723


|    |                                       
|--- | --------------------------------------
|(1) | Net of amounts waived by the Advisers.

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




24


---













Note 10 – Share Repurchase Plan





Since inception of the share repurchase program, the Company funded the repurchase of $11.5 million in shares. For the nine months ended  September 30, 2016 and 2015 , the Company funded $8.4 million and $1.4 million , respectively, for shares tendered for repurchase under the plan approved by the board of directors. Since inception of the share repurchase program, the Company has funded all redemption requests validly tendered and not withdrawn.


For the Quarter EndedRepurchase DateShares RepurchasedPercentage of Shares Tendered that were RepurchasedRepurchase Priceper ShareAggregate Consideration for Repurchased SharesMarch 31, 20163/30/2016 and 3/31/2016200,508100%$7.62$1,527,873June 30, 20166/23/2016639,880100%$7.81$4,997,465September 30, 20169/22/2016239,605100%$7.92$1,897,674








Note 11 – Commitments and Contingencies





At September 30, 2016 , the Company had a total of approximately $27.1 million in outstanding commitments comprising (i) 19 commitments to fund revolving loans that had not been fully drawn or term loans that had not been funded and (ii) two capital commitments that had not been fully called. The Company recognized unrealized depreciation of approximately $308,000 on the outstanding unfunded loan commitments and unrealized appreciation of approximately $14,000 on the outstanding unfunded capital commitments during nine months ended  September 30, 2016 . At December 31, 2015 , the Company had a total of approximately $34.1 million in outstanding commitments comprising (i) 14 commitments to fund revolving loans that had not been fully drawn or term loans that had not been funded and (ii) three capital commitments that had not been fully called.  The Company recognized unrealized depreciation of $79,000 on the outstanding unfunded loan commitments and unrealized depreciation of $14,000 on the outstanding unfunded capital commitments during the year ended December 31, 2015 .


Commitments and Contingencies(dollars in thousands)September 30, 2016December 31, 2015Unfunded Loan CommitmentsAccuMed Corp.$250$875Apex Linen Services, Inc.4031,003Arcus Hunting, LLC6991,196BBB Tank Services, LLC116—BarFly Ventures, LLC9191,531Buca C, LLC1,7801,780CapFusion Holding, LLC800—Datacom, LLC1,4001,500Energy & Exploration Partners, LLC357—Gamber-Johnson Holdings, LLC300—Guerdon Modular Holdings, Inc.400400Hojeij Branded Foods, Inc.2,0002,143HW Temps LLC100200Jackmont Hospitality, Inc.1,2001,333LaMi Products, LLC1,7651,521Minute Key, Inc.200500Mystic Logistics, Inc.200200Unirush LLC1,000—Volusion, LLC3,0003,000Unfunded Capital CommitmentsBrightwood Capital Fund III, LP1,2501,250EIG Traverse Co-Investment, LP—5,245Freeport First Lien Loan Fund III, LP8,93610,423Total$27,075$34,100














25


---







Note 12 – Subsequent Events





From October 1, 2016 through November 10, 2016 , the Company raised approximately $11.3 million in the Offering. During this period, the Company funded approximately $91.7 million in investments and received proceeds from repayments and dispositions of approximately $51.3 million .





On October 19, 2016, the Company increased its public offering price per share to $9.00 effective as of the Company's weekly close on October 20, 2016.











26


---










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





The following discussion is based on the condensed consolidated financial statements as of September 30, 2016 (unaudited) and December 31, 2015 , and for the three and nine months ended  September 30, 2016 and 2015 . Amounts as of December 31, 2015 included in the unaudited condensed consolidated financial statements have been derived from the Company's audited consolidated financial statements as of that date. This information should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto, as well as the audited consolidated financial statements, notes and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2015 . Capitalized terms used in this Item 2 have the same meaning as in the accompanying condensed consolidated financial statements in Item 1 unless otherwise defined in this Report.





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








Forward-Looking Statements





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





|  |                              
|- | -----------------------------
|• | our future operating results;

|  |                                                                                             
|- | --------------------------------------------------------------------------------------------
|• | our business prospects and the prospects of our current and prospective portfolio companies;

|  |                                                      
|- | -----------------------------------------------------
|• | the impact of the investments that we expect to make;

|  |                                                                    
|- | -------------------------------------------------------------------
|• | the ability of our portfolio companies to achieve their objectives;

|  |                                         
|- | ----------------------------------------
|• | our expected financings and investments;

|  |                                                        
|- | -------------------------------------------------------
|• | the adequacy of our cash resources and working capital;

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

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

|  |                                     
|- | ------------------------------------
|• | the impact of increased competition;

|  |                                                                   
|- | ------------------------------------------------------------------
|• | our contractual arrangements and relationships with third parties;

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

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

|  |                                                       
|- | ------------------------------------------------------
|• | our ability to make distributions to our stockholders;

|  |                                                                               
|- | ------------------------------------------------------------------------------
|• | the effects of applicable legislation and regulations and changes thereto; and

|  |                                                    
|- | ---------------------------------------------------
|• | the impact of future acquisitions and divestitures.




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





Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Part II-Item 1A. Risk Factors”  and elsewhere in this Report and set forth in our annual report on Form 10-K for the year ended December 31, 2015. Other factors that could cause actual results to differ materially include:





|  |                        
|- | -----------------------
|• | changes in the economy;

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

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




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





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








27


---










OVERVIEW





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


Our primary investment objective is to generate current income through debt and equity investments. A secondary objective is to generate long-term capital appreciation through equity and equity related investments, including warrants, convertible securities and other rights to acquire equity securities. Our portfolio strategy is to invest primarily in illiquid debt and equity securities issued by LMM companies and Middle Market companies in private placements and negotiated transactions, which are traded in private over-the-counter markets for institutional investors. We will also invest in, and a significant portion of our assets are invested in, customized direct secured and unsecured loans to and equity securities of LMM companies, referred to as LMM securities. Typically, our investments in LMM companies require us to co-invest with Main Street Capital Corporation, a New York Stock Exchange listed BDC ("Main Street"), and/or its affiliates as a result of our sub-advisory relationship described below. We categorize some of our investments in LMM companies and Middle Market companies as private loan ("Private Loan") portfolio investments. Private Loan investments, often referred to in the debt markets as “club deals,” are investments, generally in debt instruments, that we originate on a collaborative basis with other investment funds. Private Loan investments are typically similar in size, structure, terms and conditions to investments we hold in our LMM portfolio and Middle Market portfolio. Our portfolio also includes other portfolio ("Other Portfolio") investments which primarily consist of investments that are not consistent with the typical profiles for our LMM portfolio investments, Middle Market portfolio investments or Private Loan portfolio investments, including investments which may be managed by third parties.





We previously registered for sale up to 150,000,000 shares of common stock pursuant to a registration statement on Form N-2 (File No. 333-178548) which was initially declared effective by the SEC on June 4, 2012 (the “Initial Offering”). The Initial Offering terminated on December 1, 2015. We raised approximately $601.2 million in the Initial Offering, including proceeds from the dividend reinvestment plan of approximately $22.0 million .  We also registered for sale up to $1,500,000,000 worth of shares of common stock (the "Offering") persuant to a new registration statement on Form N-2 (File No. 333-204659), as amended, most recently declared effective on October 6, 2016. As of September 30, 2016 , we had raised approximately $81.7 million in the Offering, including proceeds from the distribution reinvestment plan of approximately $18.3 million .





On August 11, 2016, the board of directors authorized the closing of our continuous public offering of common stock to new investors on or about March 31, 2017 (the “Closing”).  However, the board of directors retained its right to provide final approval on the specific terms of the Closing, including its right to accelerate the Closing or to continue our continuous public offering of common stock if the board of directors determines that it is in the best interests of us and our stockholders to do so.





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





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








28


---







As of September 30, 2016 , we had investments in 76 Middle Market debt investments, 26 Private Loan debt investments, 23 LMM debt investments, 24 LMM equity investments, two Middle Market equity investments, eight Private Loan equity investments and three Other Portfolio investments with an aggregate fair value of approximately $932.6 million , a cost basis of approximately $971.0 million , and a weighted average effective annual yield on our investments of approximately 8.5% . The weighted average annual yield was calculated using the effective interest rates for all investments at September 30, 2016 , including accretion of original issue discount, amortization of premium to par value and amortization of fees received in connection with transactions. This calculation assumes zero yield for investments on non-accrual status. Approximately 79.8% and 15.1% of our total portfolio investments at fair value (excluding our Other Portfolio investments) were secured by first priority liens and second priority liens on portfolio company assets, respectively, with the remainder in unsecured debt investments and equity investments.





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





Investment Income





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





Expenses





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





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


●corporate and organizational expenses relating to offerings of our common stock, subject to certain limitations;●the cost of calculating our net asset value ("NAV"), including the cost of any third-party valuation services;●the cost of effecting sales and repurchase of shares of our common stock and other securities;●fees payable to third parties relating to, or associated with, monitoring our financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;●interest payable on debt, if any;●investment advisory fees;●transfer agent and custodial fees;●fees and expenses associated with marketing efforts;●federal and state registration fees;●federal, state and local taxes;●independent directors’ fees and expenses, including travel expenses;●costs of director and stockholder meetings, proxy statements, stockholders’ reports and notices;●cost of fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;





29


---







●direct costs such as printing of stockholder reports and advertising or sales materials, mailing, long distance telephone, and staff;●fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act of 2002, the 1940 Act, and other applicable federal and state securities laws and regulations;●costs associated with our reporting and compliance obligations under the 1940 Act and other applicable federal and state securities laws;●brokerage commissions for our investments;●all other expenses incurred by our Advisers in performing their obligations, subject to the limitations included in the Investment Advisory Agreement and Sub-Advisory Agreement; and●all other expenses incurred by us or any administrator in connection with administering our business, including payments under any administration agreement that will be based upon our allocable portion of overhead and other expenses incurred by any administrator in performing its obligations under any proposed administration agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.





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





Base Management and Incentive Fee, Administrative Services Expense Waiver and Expense Support and Conditional Reimbursement Agreement





We and our Adviser have entered into two expense support and conditional reimbursement agreements, as amended from time to time, pursuant to which our Adviser could pay us up to 100% of its operating expenses through December 31, 2014 (the “Expense Support Payment”) in order to achieve a reasonable level of expenses relative to our investment income (the “Operating Expense Objective”). Our board of directors, in its sole discretion, may approve the repayment of unreimbursed Expense Support Payments (a “Reimbursement Payment”) upon a determination by the board of directors that we have achieved the Operating Expense Objective in any quarter following our receipt of an Expense Support Payment.  We may reimburse any unreimbursed Expense Support Payments within three years from the date each respective Expense Support Payment was determined.  Any Expense Support Payments that remain unreimbursed three years after such payment will be permanently waived.





We and our Advisers have entered into a conditional fee waiver agreement (as amended from time to time, the “Conditional Fee Waiver Agreement”), pursuant to which our Advisers could waive certain fees through December 31, 2015 upon the occurrence of any event that, in our Advisers’ sole discretion, causes such waivers to be deemed necessary.  The previously waived fees are potentially subject to repayment by us, if at all, within a period not to exceed three years from the date of each respective fee waiver.





We and our Advisers have entered into two conditional income incentive fee waiver agreements (the “2016 Conditional Income Incentive Fee Waiver Agreements”) on May 9, 2016 and October 7, 2016, respectively, pursuant to which, for a period from January 1, 2016 through September 30, 2016, our Advisers could waive the “subordinated incentive fee on income,” as such term is defined in the Investment Advisory Agreement, upon the occurrence of any event that, in our Advisers’ sole discretion, causes such waiver to be deemed necessary.  The 2016 Conditional Income Incentive Fee Waiver Agreements may require us to repay our Advisers for previously waived reimbursement of Expense Support Payments or waived base management fees or incentive fees under certain circumstances.





The previously waived fees are potentially subject to repayment by us, if at all, within a period not to exceed three years from the date of each respective fee waiver.  Thus, in any quarter where a surplus exists, that surplus will be available, subject to approval of the board of directors, to reimburse waived fees and Expense Support Payments as follows:





|   |                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------
|1. | First, to reimburse Expense Support Payments, beginning with the earliest year eligible for reimbursement; and

|   |                                                                                                   
|-- | --------------------------------------------------------------------------------------------------
|2. | Second, to reimburse all waived fees, beginning with the earliest year eligible for reimbursement.




Reimbursement of previously waived fees will only be permitted with the approval of our board of directors and if the operating expense ratio is equal to or less than the operating expense ratio at the time the corresponding fees were waived and if the annualized rate of regular cash distributions to stockholders is equal to or greater than the annualized rate of the regular cash distributions at the time the corresponding fees were waived.





For the three months ended  September 30, 2016 and 2015 , we incurred base management fees of approximately $4.9 million and $4.3 million , respectively, and our Advisers waived no base management fees in either period. For the three months ended  September 30, 2016 and 2015 , we incurred no capital gains incentive fees and incurred subordinated incentive fees on income of





30


---







$0 and $155,000 , respectively. For the three months ended  September 30, 2016 and 2015 , our Advisers waived no capital gains incentive fees in either period and waived subordinated incentive fees on income of $0 and $155,000 , respectively.





For the nine months ended  September 30, 2016 and 2015 , we incurred base management fees of approximately $14.1 million and $11.0 million , respectively, and our Advisers waived no base management fees in either period.  For the nine months ended  September 30, 2016 and 2015 , we incurred no capital gains incentive fees in either period and incurred subordinated incentive fees on income of approximately $493,000 and $1.4 million , respectively. For the nine months ended  September 30, 2016 and 2015 , our Advisers waived no capital gains incentive fees in either period and waived subordinated incentive fees on income of approximately $493,000 and $1.4 million , respectively.





For the nine months ended  September 30, 2016 and 2015 , we did not record an accrual for any previously waived fees. Any future reimbursement of previously waived fees to our Advisers will not be accrued until the reimbursement of the waived fees become probable and estimable, which will be upon approval of our board of directors. To date, none of the previously waived fees has been approved by our board of directors for reimbursement.





For more information on our fee waivers and expense reimbursements, see Note 9 - Related Party Transactions and Arrangement  - Advisory Agreements and Conditional Fee Waiver to our condensed consolidated financial statements included elsewhere in this report.





Administration





Pursuant to the Investment Advisory Agreement and Sub-Advisory Agreement, we are required to pay or reimburse our Advisers for administrative services expenses, which include all costs and expenses related to our day-to-day administration and management not related to advisory services. For the three months ended  September 30, 2016 and 2015 , we incurred, and our Advisers waived the reimbursement of, administrative services expenses of approximately $529,000 and $517,000 , respectively. For the nine months ended  September 30, 2016 and 2015 , we incurred, and our Advisers waived the reimbursement of, administrative services expenses of approximately $1.6 million and $1.4 million , respectively. On May 9, 2016 and October 7, 2016, we and the Advisers agreed to amendments to the 2014 Expense Reimbursement Agreement, which extended the period for waiver of reimbursement of administrative expenses accrued pursuant to the Investment Advisory Agreement and the Sub-Advisory Agreement through December 31, 2016.  The waiver of the reimbursement of administrative service expenses is not subject to future reimbursement.








CRITICAL ACCOUNTING POLICIES





Each of our critical accounting policies involves the use of estimates that require management to make assumptions that are subjective in nature. Management relies on its experience, collects historical and current market data, and analyzes these assumptions in order to arrive at what it believes to be reasonable estimates. In addition, application of these accounting policies involves the exercise of judgments regarding assumptions as to future uncertainties. Actual results could materially differ from these estimates. A disclosure of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2015 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no changes to our critical accounting policies during 2016 , except as described below.





Basis of Presentation and Consolidation





Our consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and accounting principles generally accepted in the United States of America and include the accounts of our wholly-owned consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Under the 1940 Act rules, regulations pursuant to Article 6 of Regulation S-X and Topic 946 of the Accounting Standards Codification, as amended, of the Financial Accounting Standards Board, Financial Services-Investment Companies, we are precluded from consolidating portfolio company investments, including those in which we have a controlling interest, unless the portfolio company is a wholly-owned investment company. An exception to this general principle occurs if we own a controlled operating company whose purpose is to provide services to us such as an investment adviser or transfer agent. None of the investments we have made qualifies for this exception. Therefore, our portfolio company investments, including those in which we have a controlling interest, are carried on the balance sheet at fair value with changes to fair value recognized as “Net Unrealized Appreciation (Depreciation)” on the Consolidated Statements of Operations until the investment is realized, usually upon exit, resulting in any gain or loss on exit being recognized as a realized gain or loss. However, in the event that any controlled subsidiary exceeds the tests of significance set forth in Rules 3-09 or 4-08(g) of Regulation S-X, we will include required financial information for such subsidiary in the notes or as an attachment to our consolidated financial statements.








31


---







Offering Costs





In accordance with the Investment Advisory Agreement and the Sub-Advisory Agreement, we reimburse our Advisers for any offering costs that are paid on our behalf, which consist of, among other costs, actual legal, accounting, bona fide out-of-pocket itemized and detailed due diligence costs, printing, filing fees, transfer agent costs, postage, escrow fees, advertising and sales literature and other offering costs. Pursuant to the terms of the Investment Advisory Agreement and Sub-Advisory Agreement, our Advisers are responsible for the payment of offering costs to the extent they exceed 1.5% of the aggregate gross proceeds from our offering.





We changed our accounting treatment of offering costs to follow more closely certain SEC interpretations.  Prior to January 1, 2016, offering costs were capitalized as incurred by our Advisers, and such costs, up to 1.5% of the gross proceeds, were recorded as a charge to additional paid in capital and a reduction of deferred offering costs. Effective January 1, 2016, we capitalize offering costs as deferred offering costs as incurred by us and subsequently amortize such costs to expense over a 12-month period. Deferred offering costs related to an offering will be fully amortized to expense upon the expiration or earlier termination of an offering. We currently expect offering costs to be fully amortized by March 31, 2017, the date of the anticipated Closing.





As of September 30, 2016 , our Advisers have been reimbursed approximately $10.2 million since inception for offering costs. As of September 30, 2016 , our Advisers carried a balance of $1.2 million for offering expenses incurred on our behalf, net of (i) incremental offering expenses incurred by our Advisers on our behalf and (ii) our Reimbursement Payments to our Advisers and any payable balances for reimbursement of offering costs.








PORTFOLIO INVESTMENT COMPOSITION





Our Middle Market portfolio investments primarily consist of direct or secondary purchases of interest-bearing debt securities in companies that are generally larger in size than the LMM companies included in our LMM portfolio. While our Middle Market debt investments are generally secured by a first priority lien, 19.9% of the fair value of our Middle Market portfolio is secured by second priority liens.





Our current LMM portfolio consists of debt investments secured by first and second priority liens ( 65.0% and 3.7% of the total fair value of the LMM portfolio, respectively) on the assets of the portfolio companies and equity investments ( 31.3% of the total fair value of the LMM portfolio) in privately held LMM companies as of September 30, 2016 . The LMM debt investments generally  mature between five and seven years from the original investment date. The LMM equity investments represent an equity position or the right to acquire an equity position through warrants.





Our Private Loan portfolio primarily consists of debt investments secured by first and second priority liens ( 87.9% and 4.6% of the total fair value of the Private Loan portfolio, respectively) on the assets of the portfolio companies, unsecured debt investments ( 5.7% of the total fair value of the Private Loan portfolio) and equity investments ( 1.8% of the total fair value of the Private Loan portfolio) in Private Loan companies as of September 30, 2016 . The Private Loan debt investments typically have stated terms between three and seven years from the original investment date. The Private Loan equity investments represent an equity position or the right to acquire an equity position through warrants.





Our Other Portfolio investments consist of investments which are not consistent with the typical profiles for LMM, Middle Market and Private Loan portfolio investments, including investments which may be managed by third parties. In the Other Portfolio investments, we may incur indirect fees and expenses in connection with investments managed by third parties, such as investments in other investment companies or private funds.





During the nine months ended  September 30, 2016 , we funded investment purchases of approximately $275.1 million and had four investments under contract to purchase as of September 30, 2016 , for approximately $30.4 million , which settled or we scheduled to settle after September 30, 2016 . We also received proceeds from sales and repayments of existing portfolio investments of approximately $222.4 million including $85.2 million in sales. Additionally, we had two investments under contract to sell as of September 30, 2016 , for approximately $2.6 million , which represented the contract sales price. The combined result of these transactions increased our portfolio, on a cost basis, by approximately $66.3 million , or 7.3% , and the number of portfolio investments by 15 , or 10.2% , compared to the portfolio as of December 31, 2015 . As of September 30, 2016 , the largest investment in an individual portfolio company represented approximately 2.0% of our portfolio’s fair value with the remaining investments in an individual portfolio company ranging from 0.02% to 1.7% . The average investment in our portfolio is approximately $5.8 million or 0.6% of the total portfolio. As a result of these transactions, our portfolio has become increasingly broadened across individual portfolio investments, geographic regions, and industries. Further, our total portfolio's investment composition (excluding our Other Portfolio investments) at fair value is comprised of 79.8% first lien debt securities, 15.1% second lien debt securities, with the remainder in unsecured debt investments and equity investments. First lien debt securities have priority over subordinated debt owed by the issuer with respect to the collateral pledged as security for the loan. Due to the relative priority of payment of first lien investments, these generally have lower yields than lower priority, less secured investments.





32


---










During the nine months ended  September 30, 2015 , we made investment purchases of approximately $534.0 million and had nine investments under contract to purchase as of September 30, 2015 for approximately $39.0 million , which settled after September 30, 2015 . We also received proceeds from sales and repayments of existing portfolio investments of approximately $110.8 million including $24.6 million in sales and had two investments under contract to sell as of September 30, 2015 for approximately $2.5 million , which represented the contract sales price.





The result of these transactions further diversified our geographic and industry concentrations and based upon our investment rating system, which is described further below, the weighted average rating of our LMM was approximately 2.6 and 3.0 as of September 30, 2016 and December 31, 2015 . Lastly, the overall weighted average effective yield on our investment portfolio has increased from 8.3% as of December 31, 2015 to 8.5% as of September 30, 2016 .





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


September 30, 2016December 31, 2015Cost:LMMPrivate LoanMiddle MarketTotalLMMPrivate LoanMiddle MarketTotalFirst Lien Secured Debt68.0%88.2%80.4%80.6%69.4%92.3%79.9%80.5%Second Lien Secured Debt3.94.519.314.94.17.219.716.7Unsecured Debt—5.6—1.1——0.40.3Equity26.71.30.33.225.60.1—2.4Equity warrants1.40.4—0.20.90.4—0.1Total100.0%100.0%100.0%100.0%100.0%100.0%100.0%100.0%


September 30, 2016December 31, 2015Fair Value:LMMPrivate LoanMiddle MarketTotalLMMPrivate LoanMiddle MarketTotalFirst Lien Secured Debt65.0%87.9%79.8%79.8%67.7%92.1%79.9%80.3%Second Lien Secured Debt3.74.619.915.14.07.419.916.7Unsecured Debt—5.7—1.1——0.20.1Equity29.91.40.33.827.40.1—2.8Equity warrants1.40.4—0.20.90.4—0.1Total100.0%100.0%100.0%100.0%100.0%100.0%100.0%100.0%





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








PORTFOLIO ASSET QUALITY





As of September 30, 2016 , we owned a broad portfolio of 162 investments in 124 companies representing a wide range of industries. We believe that this broad portfolio adds to the structural protection of the portfolio, revenue sources, income, cash flows and dividends. The portfolio included the following:





|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|▪ | 76debt investments in73Middle Market portfolio companies with an aggregate fair value of approximately$630.5 millionand a cost basis of approximately$671.5 million. The Middle Market debt investments had a weighted average annual effective yield of approximately8.3%, which is calculated assuming the investments on non-accrual status are non-yielding, and80.1%of the Middle Market debt investments were secured by first priority liens. Further,88.4%of the Middle Market investments contain variable rates, though a majority of the investments with variable rates are subject to contractual minimum base interest rates between100 and 150basis points.




|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|▪ | 26debt investments in25Private Loan portfolio companies with an aggregate fair value of approximately$177.6 millionand a cost basis of approximately$179.8 million. The Private Loan debt investments had a weighted average annual effective yield of approximately9.1%, which is calculated assuming the investments on non-accrual status are non-yielding, and89.5%of the Private Loan debt investments were secured by first priority liens. Further,91.8%of the Private Loan debt investments contain variable rates, though a majority of the investments with variable rates are subject to contractual minimum base interest rates between 100 and 150 basis points.







33


---







|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|▪ | 23debt investments in20LMM portfolio companies with an aggregate fair value of approximately$70.3 millionand a cost basis of approximately$69.9 million. The LMM debt investments had a weighted average annual effective yield of approximately12.1%and94.6%of the debt investments were secured by first priority liens. Further,42.4%of the LMM debt investments are fixed rate investments with fixed interest rates between7.0%and13.0%. Further,12LMM debt investments, representing approximately57.6%of the LMM debt investments have variable rates subject to a contractual minimum base interest rate of100basis points.




|  |                                                                                                                                                                                                                                                                                                       
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|▪ | 27equity investments and10equity warrant investments in20LMM portfolio companies,fivePrivate Loan portfolio companies,twoMiddle Market portfolio companies andthreeOther Portfolio companies with an aggregate fair value of approximately$54.2 millionand a cost basis of approximately$49.8 million.




Overall, our investment portfolio had a weighted average effective yield on our investments of approximately 8.5% , and 78.3% of our total portfolio's investment composition (including our Other Portfolio investments) was secured by first priority liens.





As of September 30, 2016 , we had six investments in five portfolio companies (four of which were in the oil & gas industry) that were on non-accrual status, which comprised approximately 1.4% of our total investment portfolio at fair value and 3.2% of the total investment portfolio at cost. As of December 31, 2015 , we had three investments in two portfolio companies that were on non-accrual status. These two investments on non-accrual status comprised approximately 0.4% of the total investment portfolio at fair value and 1.3% of the total investment portfolio at cost. For those investments in which S&P credit ratings are available, approximately 40.2% of the portfolio, the portfolio had a weighted average effective credit rating of B .





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





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

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

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

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

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




The following table shows the distribution of our LMM portfolio investments on the 1 to 5 investment rating scale at fair value as of September 30, 2016 and December 31, 2015 (dollars in thousands):


September 30, 2016December 31, 2015Investment RatingInvestments at Fair ValuePercentage of Total LMM PortfolioInvestments at Fair ValuePercentage of Total LMM Portfolio1$1,4821.4%$——%241,34740.49,09310.6354,08553.070,65382.745,3505.25,7146.75————Totals$102,264100.0%$85,460100.0%





Based upon the investment rating system, the weighted average rating of our LMM portfolio at fair value was approximately 2.6 and 3.0 as of September 30, 2016 and December 31, 2015 .








DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS





RESULTS COMPARISONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016 AND SEPTEMBER 30, 2015





Total Investment Income, Expenses, Net Assets





For the three months ended  September 30, 2016 and 2015 , our total investment income was approximately $22.2 million and $17.3 million , respectively, consisting predominately of interest income. As of September 30, 2016 the portfolio had a weighted average annual effective yield on investments of approximately 8.5% compared to 8.3% as of September 30, 2015 , and our average





34


---







investment portfolio for the three months ended  September 30, 2016 was $931.5 million compared to $815.4 million for the three months ended  September 30, 2015 . Additionally, during the three months ended  September 30, 2016 and 2015 , we accreted approximately $2.7 million and $1.1 million , respectively, of unearned income into interest income. The increase in interest income was primarily due to the growth in our total portfolio resulting from the investment of additional equity capital raised and borrowings under our senior secured revolving credit facility with Capital One, National Association as administrative agent (the "Capital One Credit Facility") and the amended and restated credit agreement entered into by HMS Funding I, LLC, our wholly owned subsidiary, with Deutsche Bank AG, New York Branch as administrative agent (the "Deutsche Bank Credit Facility," and, together with our Capital One Credit Facility, the "Credit Facilities"). We believe further increases in investment income in future periods may arise due to (i) a growing base of portfolio company investments and (ii) investments being held for the entire period relative to incremental net investment activity during each quarter. For information on the Credit Facilities, see Note 4 - Borrowings to our condensed consolidated financial statements included elsewhere in this report.





For the three months ended  September 30, 2016 and 2015 , expenses, net of incentive fee and administrative services expense waivers, were approximately $9.7 million and $7.8 million , respectively. The increase in expenses is primarily due to increases in management fees of $627,000 , interest expense of $744,000 , and other general and administrative expense of $228,000 . Management fees increased primarily due to an increase in the average gross assets. Interest expense increased due to an increase in our average borrowings during the period. Average borrowings were $396.0 million for the three months ended  September 30, 2016 compared to $349.0 million for the three months ended  September 30, 2015 .  Additionally, interest expense was higher for the three months ended September 30, 2016 due to the increase in amortization of deferred financing costs as a result of costs paid in connection with the Credit Facilities.  Further, the annualized interest rate on our borrowings increased from approximately 3.0% as of September 30, 2015 to approximately 3.3% as of September 30, 2016 . Other general and administrative expenses increased due to additional banking costs, trade costs and other costs associated with the increase in overall portfolio size.





For the three months ended  September 30, 2016 , the net increase in net assets resulting from operations (gross of stockholder distributions declared) was approximately $22.3 million . The increase was attributable to unrealized appreciation on investments of approximately $11.8 million and net investment income of approximately $12.5 million , offset by net realized losses of approximately $1.9 million . The realized losses were primarily the result of  a  realized loss of $1.9 million relating to the restructure of one Middle Market investment.





For the three months ended  September 30, 2015 , the net increase in net assets resulting from operations (gross of stockholder distributions declared) was approximately $9.8 million . The increase was primarily attributable to unrealized depreciation on investments of approximately $19.3 million , offset by net investment income of approximately $9.5 million .





RESULTS COMPARISONS FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2016 AND SEPTEMBER 30, 2015





Total Investment Income, Expenses, Net Assets





For the nine months ended  September 30, 2016 and 2015 , our total investment income was approximately $64.7 million and $44.5 million , respectively, consisting predominately of interest income. As of September 30, 2016 the portfolio had a weighted average annual effective yield on investments of approximately 8.5% compared to 8.3% as of September 30, 2015 , and our average investment portfolio for the nine months ended  September 30, 2016 was $893.4 million compared to $691.1 million for the nine months ended  September 30, 2015 . Additionally, during the nine months ended  September 30, 2016 and 2015 , we accreted approximately $7.8 million and $2.3 million , respectively, of unearned income into interest income. The increase in interest income was primarily due to the growth in our total portfolio resulting from the investment of additional equity capital raised and borrowings under the Credit Facilities. We believe further increases in investment income in future periods may arise due to (i) a growing base of portfolio company investments and (ii) investments being held for the entire period relative to incremental net investment activity during each quarter. For information on the Credit Facilities, see Note 4 - Borrowings to our condensed consolidated financial statements included elsewhere in this report.





For the nine months ended  September 30, 2016 and 2015 , expenses, net of incentive fee and administrative services expense waivers, were approximately $27.9 million and $19.8 million , respectively. The increase in expenses is primarily due to increases in management fees of $3.1 million , interest expense of $3.6 million , and other general and administrative expense of $575,000 . Management fees increased primarily due to an increase in the average gross assets. Interest expense increased due to an increase in our average borrowings during the period. Average borrowings were $391.8 million for the nine months ended  September 30, 2016 compared to $286.2 million for the nine months ended  September 30, 2015 .  Additionally, interest expense was higher for the nine months ended  September 30, 2016 due to the increase in amortization of deferred financing costs as a result of costs paid in connection with the Credit Facilities.  Further, the annualized interest rate on our borrowings increased from approximately 3.0% as of September 30, 2015 to approximately 3.3% as of September 30, 2016 . Other general and administrative expenses increased due to additional banking costs, trade costs and other costs associated with the increase in overall portfolio size.





35


---










For the nine months ended  September 30, 2016 , the net increase in net assets resulting from operations (gross of stockholder distributions declared) was approximately $37.8 million . The increase was attributable to net investment income of approximately $36.8 million and unrealized appreciation on investments of approximately $12.9 million , offset by net realized losses of approximately $12.0 million . The realized losses were primarily the result of (i) the realized loss of $8.8 million relating to the restructure of two Middle Market investments and (ii) the realized loss of $2.4 million relating to the exit of one Middle Market investment.





For the nine months ended  September 30, 2015 , the net increase in net assets resulting from operations (gross of stockholder distributions declared) was approximately $13.3 million . The increase was primarily attributable to net investment income of approximately $24.7 million and realized gains of approximately $130,000 , offset by unrealized depreciation on investments of approximately $11.5 million .





FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES





Overview





As of September 30, 2016 , we had approximately $40.0 million in cash and cash equivalents, and our NAV totaled approximately $562.0 million , equating to approximately $7.92 per share. The change from the December 31, 2015 NAV per share of $7.88 was largely due to unrealized appreciation on investments in the portfolio, offset by realized losses on investments in the portfolio. The unrealized appreciation on investments in our portfolio was primarily driven by the continuing recovery of the high yield bond and leveraged loan markets. The realized losses on investments in our portfolio were primarily driven by the restructuring of certain investments in the oil and gas sector.





Liquidity and Capital Resources





Cash Flows





For the nine months ended  September 30, 2016 , we experienced a net increase in cash and cash equivalents of approximately $16.0 million . During that period, approximately $20.3 million of cash was used in our operating activities, which principally consisted of the purchase of new portfolio investments of $275.1 million , offset by a net increase in net assets resulting from operations of approximately $37.8 million and principal repayments from and sales of investments in portfolio companies of $222.4 million . During the nine months ended  September 30, 2016 , approximately $36.3 million was generated from financing activities, which principally consisted of a net $5.0 million  increase in borrowings under the Credit Facilities, and $56.5 million in net stock offering proceeds received offset by $16.4 million in cash distributions paid to stockholders, and $8.4 million in cash used for the redemption of our common stock.





For the nine months ended  September 30, 2015 , we experienced a net increase in cash and cash equivalents of approximately $1.2 million . During that period, approximately $401.4 million of cash was used in our operating activities, which principally consisted of the purchase of new portfolio debt investments of $534.0 million , offset by a net increase in net assets resulting from operations of approximately $13.3 million and principal repayments from and sales of investments in portfolio companies of $110.8 million . During the nine months ended  September 30, 2015 , approximately $400.2 million was generated from financing activities, which principally consisted of a net $212.1 million  increase in borrowings under the Credit Facilities and $203.6 million in net stock offering proceeds received, offset by $10.6 million in cash distributions paid to stockholders, $1.4 million in cash used for the redemption of our common stock and $3.5 million paid for financing costs related to amendments to the Credit Facilities during the nine months ended  September 30, 2015 .





Initial Offering and Offering





During the nine months ended  September 30, 2016 , we raised proceeds of $81.7 million from the Offering, including proceeds from the distribution reinvestment plan, and incurred $5.7 million for selling commissions and Dealer Manager fees. We also incurred an obligation for $1.2 million of costs related to the Offering.





During the nine months ended  September 30, 2015 , we raised proceeds of $243.0 million from the Initial Offering, including proceeds from the distribution reinvestment plan, and incurred $20.5 million for selling commissions and Dealer Manager fees. We also incurred an obligation for $3.6 million of costs related to the Initial Offering.








36


---







Distributions





The following table reflects the cash distributions per share that we have declared on our common stock during the nine months ended  September 30, 2016 and 2015 (dollars in thousands except per share amounts).


DistributionsPer ShareAmount2016Three months ended September 30, 2016$0.17$12,307Three months ended June 30, 2016$0.18$11,650Three months ended March 31, 2016$0.17$11,0372015Three months ended September 30, 2015$0.17$9,373Three months ended June 30, 2015$0.18$7,998Three months ended March 31, 2015$0.17$6,260





On September 14, 2016 , with the authorization of our board of directors, we declared distributions to our stockholders for the period of October 2016 through December 2016 . These distributions have been, or will be, calculated based on stockholders of record each day from October 1, 2016 through December 31, 2016 in an amount equal to $0.00191781 per share, per day. Distributions are paid on the first business day following the completion of each month to which they relate.





For the years ending December 31, 2015, 2014 and 2013, respectively, the tax characteristics of distributions paid to shareholders were as follow (amounts in thousands):


Year Ended December 31,Tax Characteristics of Distributions201520142013Ordinary income$34,08599.68%$11,16299.51%$1,78696.31%Capital gain distributions1100.32550.49683.69Total$34,195100.00%$11,217100.00%$1,854100.00%


The determination of the tax attributes of our distributions is made annually at the end of our taxable year, based upon our taxable income for the full taxable year and distributions paid for the full taxable year.  Therefore, a determination made on an interim basis may not be representative of the actual tax attributes of distributions for a full year,  The actual tax characteristics of distributions to stockholders will reported to stockholders subject to information reporting after the close of each calendar year on Form 1099-DIV.





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





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





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





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





37


---







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





Financing Arrangements





We anticipate that we will continue to fund our investment activities through existing cash, capital raised from our stock offerings, and borrowings on the Credit Facilities. Our primary uses of funds in both the short-term and long-term are expected to be investments in portfolio companies, operating expenses and cash distributions to holders of our common stock.





As of September 30, 2016 , we had $60.0 million outstanding and $65.0 million available under our Capital One Credit Facility, and $325.0 million outstanding and $60.0 million available under the Deutsche Bank Credit Facility, both of which we estimated approximated fair value. Availability under the Credit Facilities is subject to certain limitations and the asset coverage restrictions under the 1940 Act. For further information on our Credit Facilities, including key terms and financial covenants, refer to Note 4- Borrowings to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.





As a BDC, we generally are required to meet a coverage ratio of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200%. As of September 30, 2016 , our asset coverage ratio under BDC regulations was 236% when including unfunded commitments as a senior security. As of December 31, 2015 , our asset coverage ratio under BDC regulations was 219% when including unfunded commitments as a senior security. As of September 30, 2016 , considering these limitations, we had the ability to draw upon the entire $125.0 million of remaining capacity in the Credit Facilities.





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





Related-Party Transactions and Agreements





We have entered into agreements with our Advisers and our Dealer Manager, whereby we pay certain fees and reimbursements to these entities. These include payments to our Dealer Manager for selling commissions and the Dealer Manager fee and payments to our Adviser for reimbursement of offering costs. In addition, we make payments for certain services that include the identification, execution, and management of our investments and also the management of our day-to-day operations provided to us by our Advisers, pursuant to various agreements that we have entered into. See Note 9- Related Party Transactions and Arrangements to the financial statements included elsewhere in this Report on Form 10-Q for additional information regarding related party transactions.





Contractual Obligations





As of September 30, 2016 , we had $385.0 million in borrowings outstanding under the Credit Facilities. Unless extended, our Capital One Credit Facility will expire March 11, 2017, and the Deutsche Bank Credit Facility will mature on June 16, 2020. Our Capital One Credit Facility has two, one-year extension options, with lender approval that, if approved and exercised, would permit us to extend the maturity to March 11, 2019. See Note 4- Borrowings to the financial statements included elsewhere in this Report on Form 10-Q for a description of the Credit Facilities.





A summary of our significant contractual payment obligations for the repayment of outstanding borrowings at September 30, 2016 is as follows:


Payments Due By Period (dollars in thousands)TotalLess than 1 year1-3 years3-5 yearsAfter 5 yearsCapital One Credit Facility(1)$60,000$60,000$—$—$—Deutsche Bank Credit Facility(2)$325,000$—$—$325,000$—Total Credit Facilities$385,000$60,000$—$325,000$—


|    |                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | AtSeptember 30, 2016,$65.0 millionremained available under our Capital One Credit Facility; however, our borrowing capacity is limited to the asset coverage ratio restrictions imposed by the 1940 Act, as discussed above.

|    |                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | AtSeptember 30, 2016,$60.0 millionremained available under the Deutsche Bank Credit Facility; however, our borrowing ability is limited to the asset coverage ratio restrictions imposed by the 1940 Act, as discussed above.




Off-Balance Sheet Arrangements





At September 30, 2016 , we had a total of approximately $27.1 million in outstanding commitments comprised of (i) 19 commitments to fund revolving loans that had not been fully drawn or term loans that had not been funded and (ii) two capital commitments that had not been fully called. We recognized unrealized depreciation of approximately $308,000 on our outstanding unfunded





38


---







loan commitments and unrealized appreciation of approximately $14,000 on our outstanding unfunded capital commitments during the nine months ended  September 30, 2016 .  We reasonably believe that we have sufficient assets to adequately cover and allow us to satisfy our outstanding unfunded commitments.  At December 31, 2015 , we had a total of approximately $34.1 million in outstanding commitments comprised of (i) 14 commitments to fund revolving loans that had not been fully drawn or term loans that had not been funded and (ii) three capital commitments that had not been fully called. We recognized unrealized depreciation of approximately $79,000 on our outstanding unfunded loan commitments and unrealized depreciation of approximately $14,000 on our outstanding unfunded capital commitments during the year ended December 31, 2015 .


Commitments and Contingencies(dollars in thousands)September 30, 2016December 31, 2015Unfunded Loan CommitmentsAccuMed Corp.$250$875Apex Linen Services, Inc.4031,003Arcus Hunting, LLC6991,196BBB Tank Services, LLC116—BarFly Ventures, LLC9191,531Buca C, LLC1,7801,780CapFusion Holding, LLC800—Datacom, LLC1,4001,500Energy & Exploration Partners, LLC357—Gamber-Johnson Holdings, LLC300—Guerdon Modular Holdings, Inc.400400Hojeij Branded Foods, Inc.2,0002,143HW Temps LLC100200Jackmont Hospitality, Inc.1,2001,333LaMi Products, LLC1,7651,521Minute Key, Inc.200500Mystic Logistics, Inc.200200Unirush LLC1,000—Volusion, LLC3,0003,000Unfunded Capital CommitmentsBrightwood Capital Fund III, LP1,2501,250EIG Traverse Co-Investment, LP—5,245Freeport First Lien Loan Fund III, LP8,93610,423Total$27,075$34,100





Recent Developments and Subsequent Events





From October 1, 2016 through November 10, 2016 , we raised approximately $11.3 million in the Offering. During this period, we funded approximately $91.7 million in investments and received proceeds from repayments and dispositions of approximately $51.3 million .





On October 19, 2016, we increased our public offering price per share to $9.00 effective as of our weekly close on October 20, 2016.











39


---










Item 3.    Quantitative and Qualitative Disclosures about Market Risk.





Quantitative and Qualitative Disclosures about Market Risk





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





Our interest income will be affected by changes in various interest rates, including LIBOR and prime rates, to the extent any of our debt investments include floating interest rates. We generally invest in floating rate debt instruments, meaning that the interest rate payable on such instrument resets periodically based upon changes in a specified interest rate index, typically the one-month or three-month LIBOR. As of September 30, 2016 , approximately 85.9% of our LMM, Private Loan, and Middle Market portfolio debt investments (based on cost) contained floating interest rates. At September 30, 2016 , the one-month LIBOR was approximately 0.53% and the three-month LIBOR was approximately 0.85% . However, many of our investments provide that the specified interest rate index on such instruments will never fall below a level, or floor, generally between 100 and 150 basis points regardless of the level of the specified index rate. Given that most floating rate debt investments have index floors at or above 100 basis points, a decline in index rates is not expected to result in a change to interest income.





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





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





The following table shows the approximate annualized increase or decrease (dollars in thousands) in the components of net investment income due to hypothetical interest rate index changes, assuming no changes in our investments and borrowings as of September 30, 2016 .


Change in interest ratesIncrease (Decrease) inInterest IncomeIncrease (Decrease) inInterest ExpenseNet Increase (Decrease) in NetInvestment IncomeDown 25 basis points$(89)$(963)$874Up 50 basis points1,9081,925(17)Up 100 basis points5,5543,8501,704Up 200 basis points13,1237,7005,423Up 300 basis points20,70511,5509,155





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





If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. As of September 30, 2016 , we had not entered into any interest rate hedging arrangements.








40


---










Item 4.    Controls and Procedures.





In accordance with the Exchange Act, Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2016 , to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.





No change occurred in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), during the nine months ended  September 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.








41


---










PART II — OTHER INFORMATION








Item 1.    Legal Proceedings.





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








Item 1A. Risk Factors.





There have been no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015, that we filed with the SEC on March 11, 2016.








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





Issuer Purchases of Equity Securities





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


PeriodTotal Number of Shares PurchasedAverage Price per ShareCumulative Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)July 1, 2016 through July 31, 2016—$———August 1, 2016 through August 31, 2016—$———September 1, 2016 through September 30, 2016239,605$7.92239,605—








Item 3.    Defaults upon Senior Securities.





None.








Item 4.    Mine Safety Disclosures.





Not applicable.








Item 5.    Other Information.





Not applicable.








42


---










Item 6.    Exhibits.





Exhibit No.Description31.1Certification of Chief Executive Officer of the Registrant, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).31.2Certification of Chief Financial Officer of the Registrant, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).32.1Certification of Chief Executive Officer and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith).








43


---










SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





HMS INCOME FUND, INC.Date:November 14, 2016By:/s/ SHERRI W. SCHUGARTSherri W. SchugartChairman, Chief Executive Officer and PresidentDate:November 14, 2016By:/s/ RYAN T. SIMSRyan T. SimsChief Financial Officer and Secretary








44


---










EXHIBIT INDEX





Exhibit No.Description31.1Certification of Chief Executive Officer of the Registrant, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).31.2Certification of Chief Financial Officer of the Registrant, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).32.1Certification of Chief Executive Officer and Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith).








45