UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
OR
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from: to
Commission File Number: 001-33723
Main Street Capital Corporation
(Exact name of registrant as specified in its charter)
Maryland |
|
41-2230745 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
1300 Post Oak Boulevard, Suite 800 |
|
|
Houston, TX |
|
77056 |
(Address of principal executive offices) |
|
(Zip Code) |
(713) 350-6000
(Registrants telephone number including area code)
n/a
(Former name, former address and former 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 x 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 filer £ |
|
Accelerated filer x |
|
|
|
Non-accelerated filer £ |
|
Smaller reporting company £ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No x
The number of shares outstanding of the issuers common stock as of May 7, 2010 was 15,123,676.
PART I FINANCIAL INFORMATION
MAIN STREET CAPITAL CORPORATION
|
|
March 31, 2010 |
|
December 31, 2009 |
|
||
|
|
(Unaudited) |
|
|
|
||
ASSETS |
|
|
|
|
|
||
|
|
|
|
|
|
||
Portfolio investments at fair value: |
|
|
|
|
|
||
Control investments (cost: $127,303,070 and $59,544,719 as of March 31, 2010 and December 31, 2009, respectively) |
|
$ |
137,368,925 |
|
$ |
66,400,667 |
|
Affiliate investments (cost: $53,260,066 and $39,252,445 as of March 31, 2010 and December 31, 2009, respectively) |
|
63,238,278 |
|
46,886,202 |
|
||
Non-Control/Non-Affiliate investments (cost: $39,204,991 and $27,482,826 as of March 31, 2010 and December 31, 2009, respectively) |
|
38,699,498 |
|
27,416,287 |
|
||
Investment in affiliated Investment Manager (cost: $4,284,042 and $18,000,000 as of March 31, 2010 and December 31, 2009, respectively) |
|
2,175,801 |
|
16,036,838 |
|
||
|
|
|
|
|
|
||
Total portfolio investments (cost: $224,052,169 and $144,279,990 as of March 31, 2010 and December 31, 2009, respectively) |
|
241,482,502 |
|
156,739,994 |
|
||
Marketable securities and idle funds investments (cost: $25,889,728 and $3,252,954 as of March 31, 2010 and December 31, 2009, respectively) |
|
26,143,033 |
|
3,252,954 |
|
||
Cash and cash equivalents |
|
32,665,182 |
|
30,619,998 |
|
||
Deferred tax asset |
|
2,331,581 |
|
2,716,400 |
|
||
Other assets |
|
2,961,841 |
|
1,509,608 |
|
||
Deferred financing costs (net of accumulated amortization of $1,169,366 and $1,071,676 as of March 31, 2010 and December 31, 2009, respectively) |
|
1,524,130 |
|
1,611,508 |
|
||
|
|
|
|
|
|
||
Total assets |
|
$ |
307,108,269 |
|
$ |
196,450,462 |
|
|
|
|
|
|
|
||
LIABILITIES |
|
|
|
|
|
||
|
|
|
|
|
|
||
SBIC debentures (par: $135,000,000 and $65,000,000 as of March 31, 2010 and December 31, 2009, respectively; $52,857,899 at fair value as of March 31, 2010) |
|
$ |
117,857,899 |
|
$ |
65,000,000 |
|
Line of credit |
|
2,100,000 |
|
|
|
||
Interest payable |
|
636,125 |
|
1,069,148 |
|
||
Dividend payable |
|
1,885,329 |
|
|
|
||
Accounts payable and other liabilities |
|
871,554 |
|
721,183 |
|
||
|
|
|
|
|
|
||
Total liabilities |
|
123,350,907 |
|
66,790,331 |
|
||
Commitments and contingencies |
|
|
|
|
|
||
|
|
|
|
|
|
||
NET ASSETS |
|
|
|
|
|
||
|
|
|
|
|
|
||
Common stock, $0.01 par value per share (150,000,000 shares authorized; 15,082,742 and 10,842,447 issued and outstanding as of March 31, 2010 and December 31, 2009, respectively) |
|
150,827 |
|
108,425 |
|
||
Additional paid-in capital |
|
172,016,876 |
|
123,534,156 |
|
||
Accumulated net realized income (loss) |
|
(11,595,553 |
) |
(8,652,154 |
) |
||
Net unrealized appreciation from investments, net of income taxes |
|
19,675,871 |
|
14,669,704 |
|
||
|
|
|
|
|
|
||
Total Net Asset Value |
|
180,248,021 |
|
129,660,131 |
|
||
|
|
|
|
|
|
||
Noncontrolling interest |
|
3,509,341 |
|
|
|
||
|
|
|
|
|
|
||
Total net assets including noncontrolling interests |
|
183,757,362 |
|
129,660,131 |
|
||
|
|
|
|
|
|
||
Total liabilities and net assets |
|
$ |
307,108,269 |
|
$ |
196,450,462 |
|
|
|
|
|
|
|
||
NET ASSET VALUE PER SHARE |
|
$ |
11.95 |
|
$ |
11.96 |
|
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Operations
(Unaudited)
|
|
Three Months Ended March 31, |
|
||||
|
|
2010 |
|
2009 |
|
||
|
|
|
|
|
|
||
INVESTMENT INCOME: |
|
|
|
|
|
||
Interest, fee and dividend income: |
|
|
|
|
|
||
Control investments |
|
$ |
3,595,308 |
|
$ |
2,002,620 |
|
Affiliate investments |
|
1,808,613 |
|
1,169,056 |
|
||
Non-Control/Non-Affiliate investments |
|
863,396 |
|
137,955 |
|
||
Total interest, fee and dividend income |
|
6,267,317 |
|
3,309,631 |
|
||
Interest from marketable securities, idle funds and other |
|
825,522 |
|
282,794 |
|
||
Total investment income |
|
7,092,839 |
|
3,592,425 |
|
||
EXPENSES: |
|
|
|
|
|
||
Interest |
|
(1,993,237 |
) |
(931,335 |
) |
||
General and administrative |
|
(1,577,891 |
) |
(349,098 |
) |
||
Share-based compensation |
|
(301,458 |
) |
(195,726 |
) |
||
Total expenses |
|
(3,872,586 |
) |
(1,476,159 |
) |
||
NET INVESTMENT INCOME |
|
3,220,253 |
|
2,116,266 |
|
||
|
|
|
|
|
|
||
NET REALIZED GAIN (LOSS) FROM INVESTMENTS: |
|
|
|
|
|
||
Control investments |
|
(4,020,918 |
) |
767,601 |
|
||
Non-Control/Non-Affiliate investments |
|
|
|
126,623 |
|
||
Marketable securities and idle funds investments |
|
(39,539 |
) |
|
|
||
Total net realized gain (loss) from investments |
|
(4,060,457 |
) |
894,224 |
|
||
NET REALIZED INCOME (LOSS) |
|
(840,204 |
) |
3,010,490 |
|
||
|
|
|
|
|
|
||
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): |
|
|
|
|
|
||
Portfolio investments |
|
5,114,659 |
|
(3,405,548 |
) |
||
Marketable securities and idle funds investments |
|
253,304 |
|
(354,060 |
) |
||
SBIC debentures |
|
281,193 |
|
|
|
||
Investment in affiliated Investment Manager |
|
(145,079 |
) |
338,595 |
|
||
Total net change in unrealized appreciation (depreciation) |
|
5,504,077 |
|
(3,421,013 |
) |
||
|
|
|
|
|
|
||
Income tax provision |
|
(384,574 |
) |
(57,275 |
) |
||
Bargain purchase gain |
|
4,890,582 |
|
|
|
||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
9,169,881 |
|
(467,798 |
) |
||
Noncontrolling interest |
|
(113,336 |
) |
|
|
||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCK |
|
$ |
9,056,545 |
|
$ |
(467,798 |
) |
|
|
|
|
|
|
||
NET INVESTMENT INCOME PER SHARE - BASIC AND DILUTED |
|
$ |
0.22 |
|
$ |
0.23 |
|
NET REALIZED INCOME (LOSS) PER SHARE - BASIC AND DILUTED |
|
$ |
(0.06 |
) |
$ |
0.33 |
|
DIVIDENDS PAID PER SHARE |
|
$ |
0.38 |
|
$ |
0.38 |
|
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCK PER SHARE - BASIC AND DILUTED |
|
$ |
0.63 |
|
$ |
(0.05 |
) |
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED |
|
14,356,785 |
|
9,125,440 |
|
The accompanying notes are an integral part of these financial statements
Consolidated Statements of Changes in Net Assets
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Net Unrealized |
|
|
|
|
|
Total Net |
|
|||||||
|
|
|
|
|
|
|
|
|
|
Appreciation from |
|
|
|
|
|
Assets |
|
|||||||
|
|
Common Stock |
|
Additional |
|
Accumulated |
|
Investments, |
|
|
|
|
|
Including |
|
|||||||||
|
|
Number |
|
Par |
|
Paid-In |
|
Net Realized |
|
Net of Income |
|
Total Net |
|
Noncontrolling |
|
Noncontrolling |
|
|||||||
|
|
of Shares |
|
Value |
|
Capital |
|
Income (Loss) |
|
Taxes |
|
Assets Value |
|
Interest |
|
Interest |
|
|||||||
Balances at December 31, 2008 |
|
9,206,483 |
|
$ |
92,065 |
|
$ |
104,467,740 |
|
$ |
3,658,495 |
|
$ |
4,137,756 |
|
$ |
112,356,056 |
|
$ |
|
|
$ |
112,356,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Share repurchase program |
|
(164,544 |
) |
(1,645 |
) |
(1,615,461 |
) |
|
|
|
|
(1,617,106 |
) |
|
|
(1,617,106 |
) |
|||||||
Share-based compensation |
|
|
|
|
|
195,726 |
|
|
|
|
|
195,726 |
|
|
|
195,726 |
|
|||||||
Dividends to stockholders |
|
|
|
|
|
|
|
(3,428,937 |
) |
|
|
(3,428,937 |
) |
|
|
(3,428,937 |
) |
|||||||
Net increase resulting from operations |
|
|
|
|
|
|
|
3,010,490 |
|
(3,478,288 |
) |
(467,798 |
) |
|
|
(467,798 |
) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balances at March 31, 2009 |
|
9,041,939 |
|
$ |
90,420 |
|
$ |
103,048,005 |
|
$ |
3,240,048 |
|
$ |
659,468 |
|
$ |
107,037,941 |
|
$ |
|
|
$ |
107,037,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balances at December 31, 2009 |
|
10,842,447 |
|
$ |
108,425 |
|
$ |
123,534,156 |
|
$ |
(8,652,154 |
) |
$ |
14,669,704 |
|
129,660,131 |
|
$ |
|
|
129,660,131 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
MSC II exchange offer and related transactions |
|
1,239,695 |
|
12,397 |
|
19,921,899 |
|
4,890,582 |
|
|
|
24,824,878 |
|
3,396,005 |
|
28,220,883 |
|
|||||||
Public offering of common stock, net of offering costs |
|
2,875,000 |
|
28,750 |
|
40,127,248 |
|
|
|
|
|
40,155,998 |
|
|
|
40,155,998 |
|
|||||||
Share-based compensation |
|
|
|
|
|
301,458 |
|
|
|
|
|
301,458 |
|
|
|
301,458 |
|
|||||||
Dividend reinvestment |
|
125,600 |
|
1,255 |
|
1,848,073 |
|
|
|
|
|
1,849,328 |
|
|
|
1,849,328 |
|
|||||||
Adjustment to investment in Investment Manager related to the MSC II Exchange Offer |
|
|
|
|
|
(13,715,958 |
) |
|
|
|
|
(13,715,958 |
) |
|
|
(13,715,958 |
) |
|||||||
Dividends to stockholders |
|
|
|
|
|
|
|
(6,993,777 |
) |
|
|
(6,993,777 |
) |
|
|
(6,993,777 |
) |
|||||||
Net increase resulting from operations |
|
|
|
|
|
|
|
(840,204 |
) |
5,119,503 |
|
4,279,299 |
|
|
|
4,279,299 |
|
|||||||
Noncontrolling interest |
|
|
|
|
|
|
|
|
|
(113,336 |
) |
(113,336 |
) |
113,336 |
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balances at March 31, 2010 |
|
15,082,742 |
|
$ |
150,827 |
|
$ |
172,016,876 |
|
$ |
(11,595,553 |
) |
$ |
19,675,871 |
|
$ |
180,248,021 |
|
$ |
3,509,341 |
|
$ |
183,757,362 |
|
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Cash Flows
|
|
Three Months Ended March 31, |
|
||||
|
|
2010 |
|
2009 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
||
Net increase in net assets resulting from operations: |
|
$ |
9,169,881 |
|
$ |
(467,798 |
) |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: |
|
|
|
|
|
||
Net change in unrealized (appreciation) depreciation |
|
(5,504,077 |
) |
3,421,013 |
|
||
Net realized (gain) loss from investments |
|
4,060,457 |
|
(894,224 |
) |
||
Bargain purchase gain |
|
(4,890,582 |
) |
|
|
||
Accretion of unearned income |
|
(596,182 |
) |
(130,356 |
) |
||
Net payment-in-kind interest accrual |
|
(201,775 |
) |
(150,728 |
) |
||
Share-based compensation expense |
|
301,458 |
|
195,726 |
|
||
Amortization of deferred financing costs |
|
97,688 |
|
100,523 |
|
||
Deferred taxes |
|
301,992 |
|
327,720 |
|
||
Changes in other assets and liabilities: |
|
|
|
|
|
||
Other assets |
|
(835,521 |
) |
(512,642 |
) |
||
Interest payable |
|
(1,776,121 |
) |
(791,295 |
) |
||
Accounts payable and other liabilities |
|
(26,139 |
) |
(828,276 |
) |
||
Net cash provided by operating activities |
|
101,079 |
|
269,663 |
|
||
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
||
Investments in portfolio companies |
|
(18,455,762 |
) |
(2,173,320 |
) |
||
Investments in marketable securities and idle funds investments |
|
(25,939,696 |
) |
(13,085,200 |
) |
||
Cash acquired in MSC II exchange offer |
|
2,489,920 |
|
|
|
||
Proceeds from marketable securities and idle funds investments |
|
3,596,689 |
|
2,345,327 |
|
||
Principal payments received on loans and debt securities |
|
1,266,386 |
|
886,042 |
|
||
Net cash provided by (used in) investing activities |
|
(37,042,463 |
) |
(12,027,151 |
) |
||
|
|
|
|
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
||
Share repurchase program |
|
|
|
(1,323,226 |
) |
||
Proceeds from public offering of common stock, net of offering costs |
|
40,155,998 |
|
|
|
||
Dividends paid to stockholders |
|
(3,259,120 |
) |
(3,420,886 |
) |
||
Proceeds from line of credit |
|
18,150,000 |
|
|
|
||
Repayments on line of credit |
|
(16,050,000 |
) |
|
|
||
Payment of deferred loan costs and SBIC debenture fees |
|
(10,310 |
) |
(10,424 |
) |
||
Net cash provided by (used in) financing activities |
|
38,986,568 |
|
(4,754,536 |
) |
||
|
|
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents |
|
2,045,184 |
|
(16,512,024 |
) |
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
30,619,998 |
|
35,374,826 |
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
32,665,182 |
|
$ |
18,862,802 |
|
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2010
Portfolio Company/Type of Investment (1) (2) |
|
Industry |
|
Principal (6) |
|
Cost (6) |
|
Fair Value |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Control Investments (3) |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Advantage Millwork Company, Inc. |
|
Manufacturer/Distributor of Wood Doors |
|
|
|
|
|
|
|
|||
12% Secured Debt (Maturity - February 5, 2012) |
|
|
$ |
7,666,667 |
|
$ |
4,770,657 |
|
$ |
3,000,000 |
|
|
Warrants (Fully diluted 30.5%) |
|
|
|
|
97,808 |
|
|
|
||||
|
|
|
|
|
|
4,868,465 |
|
3,000,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Café Brazil, LLC |
|
Casual Restaurant Group |
|
|
|
|
|
|
|
|||
12% Secured Debt (Maturity - April 20, 2011) |
|
|
2,350,000 |
|
2,340,057 |
|
2,350,000 |
|
||||
Member Units (7) (Fully diluted 42.3%) |
|
|
|
|
|
41,837 |
|
1,690,000 |
|
|||
|
|
|
|
|
|
2,381,894 |
|
4,040,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
California Healthcare Medical Billing, Inc. |
|
Healthcare Billing and Records Management |
|
|
|
|
|
|
|
|||
12% Secured Debt (Maturity - October 17, 2013) |
|
|
2,303,000 |
|
2,051,062 |
|
2,133,333 |
|
||||
12% Current / 6% PIK Secured Debt (Maturity - October 17, 2013) |
|
|
|
1,910,000 |
|
1,870,120 |
|
1,870,120 |
|
|||
Common Stock (Fully diluted 9.8%) |
|
|
|
|
|
1,176,667 |
|
1,600,000 |
|
|||
Warrants (Fully diluted 19.6%) |
|
|
|
|
|
1,093,333 |
|
2,040,333 |
|
|||
|
|
|
|
|
|
6,191,182 |
|
7,643,786 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
CBT Nuggets, LLC |
|
Produces and Sells IT Certification Training Videos |
|
|
|
|
|
|
|
|||
14% Secured Debt (Maturity - December 31, 2013) |
|
|
2,800,000 |
|
2,780,208 |
|
2,800,000 |
|
||||
10% Secured Debt (Maturity - March 31, 2012) |
|
|
1,525,000 |
|
1,525,000 |
|
1,525,000 |
|
||||
Member Units (7) (Fully diluted 40.8%) |
|
|
|
|
|
1,299,520 |
|
2,720,000 |
|
|||
|
|
|
|
|
|
5,604,728 |
|
7,045,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Ceres Management, LLC (Lambs) |
|
Aftermarket Automotive Services Chain |
|
|
|
|
|
|
|
|||
14% Secured Debt (Maturity - May 31, 2013) |
|
|
4,000,000 |
|
3,955,851 |
|
3,955,851 |
|
||||
Member Units (Fully diluted 70%) |
|
|
|
|
1,813,333 |
|
1,900,000 |
|
||||
Class B Member Units (Non-voting) |
|
|
|
|
|
888,391 |
|
888,391 |
|
|||
|
|
|
|
|
|
6,657,575 |
|
6,744,242 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Condit Exhibits, LLC |
|
Tradeshow Exhibits/Custom Displays |
|
|
|
|
|
|
|
|||
9% current / 9% PIK Secured Debt (Maturity - July 1, 2013) |
|
|
4,453,439 |
|
4,403,107 |
|
4,403,107 |
|
||||
Warrants (Fully diluted 46.9%) |
|
|
|
|
320,000 |
|
50,000 |
|
||||
|
|
|
|
|
|
4,723,107 |
|
4,453,107 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Currie Acquisitions, LLC |
|
Manufacturer of Electric Bicycles / Scooters |
|
|
|
|
|
|
|
|||
12% Secured Debt (Maturity - March 1, 2015) |
|
|
4,750,000 |
|
3,880,491 |
|
3,880,491 |
|
||||
Warrants (Fully diluted 41.9%) |
|
|
|
|
2,566,204 |
|
2,566,204 |
|
||||
|
|
|
|
|
|
6,446,695 |
|
6,446,695 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Gulf Manufacturing, LLC |
|
Industrial Metal Fabrication |
|
|
|
|
|
|
|
|||
Prime Plus 1% Secured Debt (Maturity - August 31, 2012) |
|
|
3,000,000 |
|
2,993,745 |
|
3,000,000 |
|
||||
13% Secured Debt (Maturity - August 31, 2012) |
|
|
2,000,000 |
|
1,951,110 |
|
1,995,238 |
|
||||
Member Units (7) (Fully diluted 46%) |
|
|
|
|
|
4,012,000 |
|
5,900,000 |
|
|||
Warrants (Fully diluted 21%) |
|
|
|
|
|
1,780,000 |
|
2,700,000 |
|
|||
|
|
|
|
|
|
10,736,855 |
|
13,595,238 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Hawthorne Customs & Dispatch Services, LLC |
|
Transportation/Logistics |
|
|
|
|
|
|
|
|||
Member Units (7) (Fully diluted 59.2%) |
|
|
|
|
|
692,500 |
|
990,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Hydratec Holdings, LLC |
|
Agricultural Services |
|
|
|
|
|
|
|
|||
12.5% Secured Debt (Maturity - October 31, 2012) |
|
|
2,995,244 |
|
2,959,500 |
|
2,959,500 |
|
||||
Prime Plus 1% Secured Debt (Maturity - October 31, 2012) |
|
|
350,000 |
|
339,667 |
|
339,667 |
|
||||
Member Units (Fully diluted 85.1%) |
|
|
|
|
4,100,000 |
|
6,310,000 |
|
||||
|
|
|
|
|
|
7,399,167 |
|
9,609,167 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Indianapolis Aviation Partners, LLC |
|
FBO / Aviation Support Services |
|
|
|
|
|
|
|
|||
12% Secured Debt (Maturity - September 15, 2014) |
|
|
4,500,000 |
|
4,088,106 |
|
4,088,106 |
|
||||
Warrants (Fully diluted 30.2%) |
|
|
|
|
1,129,286 |
|
1,129,286 |
|
||||
|
|
|
|
|
|
5,217,392 |
|
5,217,392 |
|
|||
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2010
Portfolio Company/Type of Investment (1) (2) |
|
Industry |
|
Principal (6) |
|
Cost (6) |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
Jensen Jewelers of Idaho, LLC |
|
Retail Jewelry |
|
|
|
|
|
|
|
Prime Plus 2% Secured Debt (Maturity - November 14, 2011) |
|
|
|
2,610,000 |
|
2,602,452 |
|
2,610,000 |
|
13% current / 6% PIK Secured Debt (Maturity - November 14, 2011) |
|
|
|
2,708,821 |
|
2,698,042 |
|
2,708,820 |
|
Member Units (7) (Fully diluted 60.8%) |
|
|
|
|
|
811,000 |
|
1,010,000 |
|
|
|
|
|
|
|
6,111,494 |
|
6,328,820 |
|
|
|
|
|
|
|
|
|
|
|
Mid-Columbia Lumber Products, LLC |
|
Specialized Lumber Products |
|
|
|
|
|
|
|
Prime Plus 1% Secured Debt (Maturity - June 30, 2010) |
|
|
375,000 |
|
373,333 |
|
373,333 |
|
|
12% Secured Debt (Maturity December 18, 2011) |
|
|
|
3,900,000 |
|
3,734,286 |
|
3,789,209 |
|
Member Units (Fully diluted 26.7%) |
|
|
|
|
|
500,000 |
|
610,000 |
|
Warrants (Fully diluted 25.5%) |
|
|
|
|
|
250,000 |
|
580,000 |
|
|
|
|
|
|
|
4,857,619 |
|
5,352,542 |
|
|
|
|
|
|
|
|
|
|
|
NAPCO Precast, LLC |
|
Precast Concrete Manufacturing |
|
|
|
|
|
|
|
18% Secured Debt (Maturity - February 1, 2013) |
|
|
5,923,077 |
|
5,843,013 |
|
5,923,077 |
|
|
Prime Plus 2% Secured Debt (Maturity - February 1, 2013) (8) |
|
|
3,384,615 |
|
3,363,548 |
|
3,384,615 |
|
|
Member Units (7) (Fully diluted 35.3%) |
|
|
|
|
|
2,020,000 |
|
5,220,000 |
|
|
|
|
|
|
|
11,226,561 |
|
14,527,692 |
|
|
|
|
|
|
|
|
|
|
|
OMi Holdings, Inc. 12% Secured Debt (Maturity - April 1, 2013) Common Stock (Fully diluted 48%) |
|
Manufacturer of Overhead Cranes |
|
|
|
|
|
|
|
|
|
10,370,000 |
|
10,300,493 |
|
10,300,493 |
|
||
|
|
|
|
1,080,000 |
|
270,000 |
|
||
|
|
|
|
|
|
11,380,493 |
|
10,570,493 |
|
|
|
|
|
|
|
|
|
|
|
The MPI Group, LLC |
|
Manufacturer of Custom Hollow Metal Doors, Frames and Accessories |
|
|
|
|
|
|
|
9% Secured Debt (Maturity October 2, 2013) |
|
|
200,000 |
|
198,619 |
|
198,619 |
|
|
12% Secured Debt (Maturity October 2, 2013) |
|
|
5,000,000 |
|
4,798,053 |
|
4,798,053 |
|
|
Warrants (Fully diluted 29.7%) |
|
|
|
|
695,943 |
|
400,000 |
|
|
Warrants (Fully diluted 17.4%) |
|
|
|
|
200,000 |
|
200,000 |
|
|
|
|
|
|
|
|
5,892,615 |
|
5,596,672 |
|
|
|
|
|
|
|
|
|
|
|
Thermal & Mechanical Equipment, LLC |
|
Heat Exchange / Filtration Products and Services |
|
|
|
|
|
|
|
13% current / 5% PIK Secured Debt (Maturity - September 25, 2014) |
|
|
5,575,220 |
|
5,491,500 |
|
5,491,500 |
|
|
Prime Plus 2% Secured Debt (Maturity - September 25, 2014) (8) |
|
|
1,750,000 |
|
1,737,396 |
|
1,737,396 |
|
|
Warrants (Fully diluted 50.0%) |
|
|
|
|
|
1,000,000 |
|
1,000,000 |
|
|
|
|
|
|
|
8,228,896 |
|
8,228,896 |
|
|
|
|
|
|
|
|
|
|
|
Uvalco Supply, LLC |
|
Farm and Ranch Supply |
|
|
|
|
|
|
|
Member Units (Fully diluted 39.6%) (7) |
|
|
|
|
|
1,113,243 |
|
1,270,000 |
|
|
|
|
|
|
|
|
|
|
|
Vision Interests, Inc. |
|
Manufacturer/Installer of Commercial Signage |
|
|
|
|
|
|
|
13% Secured Debt (Maturity - June 5, 2012) |
|
|
9,400,000 |
|
8,461,820 |
|
8,059,660 |
|
|
Common Stock (Fully diluted 22.3%) |
|
|
|
|
372,000 |
|
|
|
|
Warrants (Fully diluted 28%) |
|
|
|
|
160,000 |
|
|
|
|
|
|
|
|
|
|
8,993,820 |
|
8,059,660 |
|
|
|
|
|
|
|
|
|
|
|
Zieglers NYPD, LLC |
|
Casual Restaurant Group |
|
|
|
|
|
|
|
Prime Plus 2% Secured Debt (Maturity - October 1, 2013) (8) |
|
|
|
1,000,000 |
|
992,533 |
|
992,533 |
|
13% current / 5% PIK Secured Debt (Maturity - October 1, 2013) |
|
|
|
4,680,906 |
|
4,621,452 |
|
4,621,452 |
|
Warrants (Fully diluted 47.6%) |
|
|
|
|
|
600,000 |
|
670,000 |
|
|
|
|
|
|
|
6,213,985 |
|
6,283,985 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
537,500 |
|
2,364,784 |
|
2,365,538 |
|
|
|
|
|
|
|
|
|
|
|
Subtotal Control Investments |
|
|
|
|
|
127,303,070 |
|
137,368,925 |
|
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2010
Portfolio Company/Type of Investment (1) (2) |
|
Industry |
|
Principal (6) |
|
Cost (6) |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
Affiliate Investments (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Sensor Technologies, Inc. |
|
Manufacturer of Commercial/Industrial Sensors |
|
|
|
|
|
|
|
Prime Plus 0.5% Secured Debt (Maturity - May 31, 2010) (8) |
|
|
3,800,000 |
|
3,800,000 |
|
3,800,000 |
|
|
Warrants (Fully diluted 19.6%) |
|
|
|
|
49,990 |
|
950,000 |
|
|
|
|
|
|
|
|
3,849,990 |
|
4,750,000 |
|
|
|
|
|
|
|
|
|
|
|
Audio Messaging Solutions, LLC |
|
Audio Messaging Services |
|
|
|
|
|
|
|
12% Secured Debt (Maturity - May 8, 2014) |
|
|
5,572,000 |
|
5,190,222 |
|
5,320,000 |
|
|
Warrants (Fully diluted 8.4%) |
|
|
|
|
468,373 |
|
1,120,000 |
|
|
|
|
|
|
|
|
5,658,595 |
|
6,440,000 |
|
|
|
|
|
|
|
|
|
|
|
Compact Power Equipment Centers, LLC |
|
Light to Medium Duty Equipment Rental |
|
|
|
|
|
|
|
12% Secured Debt (Maturity - September 23, 2014) |
|
|
3,000,000 |
|
2,963,054 |
|
2,963,054 |
|
|
Member Units (Fully diluted 11.5%) |
|
|
|
|
1,147 |
|
1,147 |
|
|
|
|
|
|
|
2,964,201 |
|
2,964,201 |
|
|
|
|
|
|
|
|
|
|
|
|
DrillingInfo, Inc. |
|
Information Services for the Oil and Gas Industry |
|
|
|
|
|
|
|
12% Secured Debt (Maturity - November 19, 2014) |
|
|
8,000,000 |
|
6,680,939 |
|
6,680,939 |
|
|
Warrants (Fully diluted 5.0%) |
|
|
|
|
1,250,000 |
|
1,830,000 |
|
|
|
|
|
|
|
7,930,939 |
|
8,510,939 |
|
|
|
|
|
|
|
|
|
|
|
|
East Teak Fine Hardwoods, Inc. |
|
Hardwood Products |
|
|
|
|
|
|
|
Common Stock (Fully diluted 5.0%) |
|
|
|
|
480,318 |
|
610,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Houston Plating & Coatings, LLC |
|
Plating & Industrial Coating Services |
|
|
|
|
|
|
|
Prime Plus 2% Secured Debt (Maturity - July 19, 2011) |
|
|
100,000 |
|
100,000 |
|
100,000 |
|
|
Prime Plus 2% Secured Debt (Maturity - July 18, 2013) |
|
|
|
200,000 |
|
200,000 |
|
200,000 |
|
Member Units (7) (Fully diluted 11.1%) |
|
|
|
|
|
335,000 |
|
3,005,000 |
|
|
|
|
|
|
|
635,000 |
|
3,305,000 |
|
|
|
|
|
|
|
|
|
|
|
KBK Industries, LLC |
|
Specialty Manufacturer of Oilfield and Industrial Products |
|
|
|
|
|
|
|
14% Secured Debt (Maturity - January 23, 2011) |
|
|
5,250,000 |
|
5,160,229 |
|
5,160,229 |
|
|
8% Secured Debt (Maturity - March 31, 2011) |
|
|
689,940 |
|
689,940 |
|
689,940 |
|
|
Member Units (7) (Fully diluted 19.3%) |
|
|
|
|
340,833 |
|
1,050,333 |
|
|
|
|
|
|
|
|
6,191,002 |
|
6,900,502 |
|
|
|
|
|
|
|
|
|
|
|
Laurus Healthcare, LP |
|
Healthcare Facilities / Services |
|
|
|
|
|
|
|
13% Secured Debt (Maturity - May 7, 2012) |
|
|
2,275,000 |
|
2,275,000 |
|
2,275,000 |
|
|
Warrants (Fully diluted 17.5%) |
|
|
|
|
105,000 |
|
4,400,000 |
|
|
|
|
|
|
|
|
2,380,000 |
|
6,675,000 |
|
|
|
|
|
|
|
|
|
|
|
Lighting Unlimited, LLC |
|
Commercial and Residential Lighting Products and Design Services |
|
|
|
|
|
|
|
Prime Plus 1% Secured Debt (Maturity - August 22, 2012) (8) |
|
|
1,133,332 |
|
1,127,494 |
|
1,127,494 |
|
|
14% Secured Debt (Maturity - August 22, 2012) |
|
|
1,742,313 |
|
1,691,709 |
|
1,691,709 |
|
|
Warrants (Fully diluted 15.0%) |
|
|
|
|
54,000 |
|
54,000 |
|
|
|
|
|
|
|
|
2,873,203 |
|
2,873,203 |
|
|
|
|
|
|
|
|
|
|
|
National Trench Safety, LLC |
|
Trench & Traffic Safety Equipment |
|
|
|
|
|
|
|
10% PIK Debt (Maturity - April 16, 2014) |
|
|
458,476 |
|
458,476 |
|
458,476 |
|
|
Member Units (Fully diluted 11.7%) |
|
|
|
|
1,792,308 |
|
500,000 |
|
|
|
|
|
|
|
2,250,784 |
|
958,476 |
|
|
|
|
|
|
|
|
|
|
|
|
Olympus Building Services, Inc. |
|
Custodial/Facilities Services |
|
|
|
|
|
|
|
12% Secured Debt (Maturity - March 27, 2014) |
|
|
3,150,000 |
|
2,953,923 |
|
3,050,000 |
|
|
12% Current / 3% PIK Secured Debt (Maturity - March 27, 2014) |
|
|
575,586 |
|
575,587 |
|
575,587 |
|
|
Warrants (Fully diluted 22.5%) |
|
|
|
|
470,000 |
|
930,000 |
|
|
|
|
|
|
|
|
3,999,510 |
|
4,555,587 |
|
|
|
|
|
|
|
|
|
|
|
Pulse Systems, LLC |
|
Manufacturer of Components for Medical Devices |
|
|
|
|
|
|
|
Warrants (Fully diluted 7.4%) |
|
|
|
|
132,856 |
|
250,000 |
|
|
|
|
|
|
|
|
|
|
|
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2010
Portfolio Company/Type of Investment (1) (2) |
|
Industry |
|
Principal (6) |
|
Cost (6) |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
Schneider Sales Management, LLC |
|
Sales Consulting and Training |
|
|
|
|
|
|
|
13% Secured Debt (Maturity - October 15, 2013) |
|
|
3,316,527 |
|
3,222,456 |
|
3,222,456 |
|
|
Warrants (Fully diluted 20.0%) |
|
|
|
|
45,000 |
|
|
|
|
|
|
|
|
|
|
3,267,456 |
|
3,222,456 |
|
|
|
|
|
|
|
|
|
|
|
Walden Smokey Point, Inc. |
|
Specialty Transportation / Logistics |
|
|
|
|
|
|
|
14% current / 4% PIK Secured Debt (Maturity - December 30, 2013) |
|
|
8,408,587 |
|
8,276,689 |
|
8,276,689 |
|
|
Common Stock (Fully diluted 12.6%) |
|
|
|
|
1,426,667 |
|
2,300,000 |
|
|
|
|
|
|
|
|
9,703,356 |
|
10,576,689 |
|
|
|
|
|
|
|
|
|
|
|
WorldCall, Inc. |
|
Telecommunication / Information Services |
|
|
|
|
|
|
|
13% Secured Debt (Maturity - April 22, 2011) |
|
|
646,225 |
|
646,225 |
|
646,225 |
|
|
Common Stock (Fully diluted 9.9%) |
|
|
|
|
296,631 |
|
|
|
|
|
|
|
|
|
942,856 |
|
646,225 |
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Affiliate Investments |
|
|
|
|
|
53,260,066 |
|
63,238,278 |
|
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2010
Portfolio Company/Type of Investment (1) (2) |
|
Industry |
|
Principal (6) |
|
Cost (6) |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
Non-Control/Non-Affiliate Investments(5): |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Hayden Acquisition, LLC |
|
Manufacturer of Utility Structures |
|
|
|
|
|
|
|
||
8% Secured Debt (Maturity - August 9, 2010) |
|
|
1,800,000 |
|
1,781,303 |
|
300,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
||
Support Systems Homes, Inc. |
|
Manages Substance Abuse Treatment Centers |
|
|
|
|
|
|
|
||
15% Secured Debt (Maturity - August 21, 2018) |
|
|
|
|
|
|
|
|
|||
|
|
|
576,600 |
|
576,600 |
|
576,600 |
|
|||
|
|
|
|
|
|
|
|
|
|
||
Technical Innovations, LLC |
|
Manufacturer of Specialty Cutting Tools and Punches |
|
|
|
|
|
|
|
||
13.5% Secured Debt (Maturity - January 16, 2015) |
|
|
3,250,000 |
|
3,211,552 |
|
3,250,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
||
Apria Healthcare Group Inc. (9) |
|
Healthcare Services |
|
|
|
|
|
|
|
||
11.25% Secured Debt (Maturity - November 1, 2014) |
|
|
12,000,000 |
|
12,630,297 |
|
13,260,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
||
Fairway Group Acquisition (9) |
|
Retail Grocery Store |
|
|
|
|
|
|
|
||
LIBOR plus 9.5% Secured Debt (Maturity - October 1, 2014) (8) |
|
|
|
4,987,500 |
|
4,864,745 |
|
4,987,496 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Rentech, Inc. (9) |
|
Manufacturer of Fertilizer |
|
|
|
|
|
|
|
||
LIBOR plus 10% Secured Debt (Maturity - July 29, 2014) (8) |
|
|
4,906,250 |
|
4,760,606 |
|
4,760,606 |
|
|||
|
|
|
|
|
|
|
|
|
|
||
Managed Healthcare (9) |
|
Healthcare Products |
|
|
|
|
|
|
|
||
LIBOR plus 3.25% Secured Debt (Maturity - August 31, 2014) |
|
|
2,000,000 |
|
1,485,092 |
|
1,670,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
||
Shearers Foods, Inc. (9) |
|
Manufacturer of Food / Snacks |
|
|
|
|
|
|
|
||
LIBOR plus 9% Secured Debt (Maturity - March 20, 2016) (8) |
|
|
4,000,000 |
|
3,900,000 |
|
3,900,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
||
Alon Refining Krots (9) |
|
Petroleum Refiner |
|
|
|
|
|
|
|
||
13.5% Secured Debt (Maturity - October 15, 2014) |
|
|
4,000,000 |
|
3,805,846 |
|
3,805,846 |
|
|||
|
|
|
|
|
|
|
|
|
|
||
Full Spectrum Holdings LLC (9) |
|
Professional Services |
|
|
|
|
|
|
|
||
LIBOR Plus 6.0% Secured Debt (Maturity - December 12, 2012) (8) |
|
|
2,188,951 |
|
1,776,427 |
|
1,776,427 |
|
|||
Warrants (Fully diluted 0.28%) |
|
|
|
|
|
412,523 |
|
412,523 |
|
||
|
|
|
|
|
|
2,188,950 |
|
2,188,950 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Subtotal Non-Control/Non-Affiliate Investments |
|
|
|
|
|
39,204,991 |
|
38,699,498 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Main Street Capital Partners, LLC (Investment Manager) |
|
Asset Management |
|
|
|
|
|
|
|
||
100% of Membership Interests |
|
|
|
|
|
4,284,042 |
|
2,175,801 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Total Portfolio Investments, March 31, 2010 |
|
|
|
|
|
$ |
224,052,169 |
|
$ |
241,482,502 |
|
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2010
Portfolio Company/Type of Investment (1) (2) |
|
Industry |
|
Principal (6) |
|
Cost (6) |
|
Fair Value |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Marketable Securities and Idle Funds Investments Western Refining Inc. |
|
Investments in Secured and Rated Debt Investments, Certificates of Deposit, and Diversified Bond Funds |
|
|
|
|
|
|
|
|||
LIBOR plus 7.5% Secured Term Loan (Maturity - August 1, 2014) (8) |
|
|
$ |
1,757,629 |
|
$ |
1,713,923 |
|