UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One) | |
⌧ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2022 | |
OR | |
◻ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from: to | |
Commission File Number: 001-33723
Main Street Capital Corporation
(Exact name of registrant as specified in its charter)
Maryland | 41-2230745 |
1300 Post Oak Boulevard, 8th Floor | 77056 |
(713) 350-6000
(Registrant’s telephone number including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol |
| Name of Each Exchange on Which |
Common Stock, par value $0.01 per share | | MAIN | | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ◻ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ⌧ | Accelerated filer ◻ | Non-accelerated filer ◻ | Smaller reporting company ◻ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No ⌧
The number of shares outstanding of the issuer’s common stock as of May 5, 2022 was 72,979,061.
| PART I | |
| FINANCIAL INFORMATION | |
| ||
| Consolidated Balance Sheets—March 31, 2022 (unaudited) and December 31, 2021 | 1 |
| Consolidated Statements of Operations (unaudited)—Three months ended March 31, 2022 and 2021 | 2 |
| 3 | |
| Consolidated Statements of Cash Flows (unaudited)—Three months ended March 31, 2022 and 2021 | 4 |
| Consolidated Schedule of Investments (unaudited)—March 31, 2022 | 5 |
| 26 | |
| 48 | |
| 84 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 93 | |
111 | ||
111 | ||
| PART II | |
| OTHER INFORMATION | |
111 | ||
111 | ||
112 | ||
113 | ||
| 114 |
MAIN STREET CAPITAL CORPORATION
(in thousands, except shares and per share amounts)
| | March 31, | | December 31, | ||
|
| 2022 |
| 2021 | ||
| | (Unaudited) | | | | |
ASSETS |
| |
|
| |
|
Investments at fair value: |
| |
|
| |
|
Control investments (cost: $1,099,019 and $1,107,597 as of March 31, 2022 and December 31, 2021, respectively) | | $ | 1,486,663 | | $ | 1,489,257 |
Affiliate investments (cost: $583,428 and $578,539 as of March 31, 2022 and December 31, 2021, respectively) | |
| 559,439 | |
| 549,214 |
Non‑Control/Non‑Affiliate investments (cost: $1,690,120 and $1,573,110 as of March 31, 2022 and December 31, 2021, respectively) | |
| 1,644,636 | |
| 1,523,360 |
Total investments (cost: $3,372,567 and $3,259,246 as of March 31, 2022 and December 31, 2021, respectively) | |
| 3,690,738 | |
| 3,561,831 |
Cash and cash equivalents | |
| 17,952 | |
| 32,629 |
Interest receivable and other assets | |
| 68,320 | |
| 56,488 |
Receivable for securities sold | |
| — | |
| 35,125 |
Deferred financing costs (net of accumulated amortization of $9,705 and $9,462 as of March 31, 2022 and December 31, 2021, respectively) | |
| 3,973 | |
| 4,217 |
Total assets | | $ | 3,780,983 | | $ | 3,690,290 |
LIABILITIES | |
| | |
| |
Credit facility | | $ | 338,000 | | $ | 320,000 |
3.00% Notes due 2026 (par: $500,000 as of both March 31, 2022 and December 31, 2021) | |
| 497,741 | |
| 497,609 |
5.20% Notes due 2024 (par: $450,000 as of both March 31, 2022 and December 31, 2021) | |
| 451,136 | |
| 451,272 |
SBIC debentures (par: $350,000 as of both March 31, 2022 and December 31, 2021) | |
| 343,027 | |
| 342,731 |
4.50% Notes due 2022 (par: $185,000 as of both March 31, 2022 and December 31, 2021) | |
| 184,595 | |
| 184,444 |
Accounts payable and other liabilities | |
| 26,655 | |
| 40,469 |
Payable for securities purchased | |
| — | |
| 5,111 |
Interest payable | |
| 17,145 | |
| 14,926 |
Dividend payable | |
| 15,519 | |
| 15,159 |
Deferred tax liability, net | |
| 33,511 | |
| 29,723 |
Total liabilities | |
| 1,907,329 | |
| 1,901,444 |
Commitments and contingencies (Note K) | |
| | |
| |
NET ASSETS | |
| | |
| |
Common stock, $0.01 par value per share (150,000,000 shares authorized; 72,252,180 and 70,700,885 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively) | |
| 723 | |
| 707 |
Additional paid‑in capital | |
| 1,807,739 | |
| 1,736,346 |
Total undistributed earnings | |
| 65,192 | |
| 51,793 |
Total net assets | |
| 1,873,654 | |
| 1,788,846 |
Total liabilities and net assets | | $ | 3,780,983 | | $ | 3,690,290 |
NET ASSET VALUE PER SHARE | | $ | 25.89 | | $ | 25.29 |
The accompanying notes are an integral part of these consolidated financial statements
1
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Operations
(in thousands, except shares and per share amounts)
(Unaudited)
| | Three Months Ended | | ||||
|
| March 31, |
| ||||
|
| 2022 |
| 2021 | | ||
INVESTMENT INCOME: |
| |
|
| |
|
|
Interest, fee and dividend income: |
| |
|
| |
|
|
Control investments | | $ | 32,577 | | $ | 24,025 | |
Affiliate investments | |
| 13,917 | |
| 11,505 | |
Non‑Control/Non‑Affiliate investments | |
| 32,901 | |
| 27,277 | |
Total investment income | |
| 79,395 | |
| 62,807 | |
EXPENSES: | |
| | |
| | |
Interest | |
| (16,687) | |
| (13,804) | |
Compensation | |
| (7,269) | |
| (6,318) | |
General and administrative | |
| (3,226) | |
| (2,975) | |
Share‑based compensation | |
| (2,818) | |
| (2,333) | |
Expenses allocated to the External Investment Manager | |
| 2,817 | |
| 2,380 | |
Total expenses | |
| (27,183) | |
| (23,050) | |
NET INVESTMENT INCOME | |
| 52,212 | |
| 39,757 | |
NET REALIZED GAIN (LOSS): | |
| | |
| | |
Control investments | |
| - | |
| (10,925) | |
Affiliate investments | |
| 692 | |
| (4,803) | |
Non‑Control/Non‑Affiliate investments | |
| 2,644 | |
| (2) | |
Total net realized gain (loss) | |
| 3,336 | |
| (15,730) | |
NET UNREALIZED APPRECIATION (DEPRECIATION): | |
| | |
| | |
Control investments | |
| 8,279 | |
| 14,261 | |
Affiliate investments | |
| 3,041 | |
| 6,417 | |
Non‑Control/Non‑Affiliate investments | |
| 3,432 | |
| 13,323 | |
Total net unrealized appreciation (depreciation) | |
| 14,752 | |
| 34,001 | |
INCOME TAXES: | |
| | |
| | |
Federal and state income, excise and other taxes | |
| (1,309) | |
| (634) | |
Deferred taxes | |
| (3,788) | |
| (48) | |
Income tax benefit (provision) | |
| (5,097) | |
| (682) | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 65,203 | | $ | 57,346 | |
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED | | $ | 0.73 | | $ | 0.58 | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED | | $ | 0.91 | | $ | 0.84 | |
WEIGHTED AVERAGE SHARES | |
| 71,708,326 | |
| 68,126,576 | |
The accompanying notes are an integral part of these consolidated financial statements
2
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Changes in Net Assets
(in thousands, except shares)
(Unaudited)
| | | | | | | | | | Total | | | | |
| | Common Stock | | Additional | | Undistributed | | | | |||||
| | Number of | | Par | | Paid‑In | | (Overdistributed) | | Total Net | ||||
|
| Shares |
| Value |
| Capital |
| Earnings |
| Asset Value | ||||
Balances at December 31, 2020 |
| 67,762,032 | | $ | 677 | | $ | 1,615,940 | | $ | (101,850) | | $ | 1,514,767 |
Public offering of common stock, net of offering costs | | 117,388 | |
| 2 | |
| 3,626 | |
| — | |
| 3,628 |
Share‑based compensation | | — | |
| — | |
| 2,333 | |
| — | |
| 2,333 |
Purchase of vested stock for employee payroll tax withholding | | (180) | |
| — | |
| (7) | |
| — | |
| (7) |
Dividend reinvestment | | 106,651 | |
| 1 | |
| 3,698 | |
| — | |
| 3,699 |
Amortization of directors’ deferred compensation | | — | |
| — | |
| 195 | |
| — | |
| 195 |
Issuance of restricted stock | | 15,007 | |
| — | |
| — | |
| — | |
| — |
Dividends to stockholders | | — | |
| — | |
| 96 | |
| (41,893) | |
| (41,797) |
Net increase (decrease) resulting from operations | | — | |
| — | |
| — | |
| 57,346 | |
| 57,346 |
Balances at March 31, 2021 | | 68,000,898 | | $ | 680 | | $ | 1,625,881 | | $ | (86,397) | | $ | 1,540,164 |
| | | | | | | | | | | | | | |
Balances at December 31, 2021 | | 70,737,021 | | $ | 707 | | $ | 1,736,346 | | $ | 51,793 | | $ | 1,788,846 |
Public offering of common stock, net of offering costs | | 1,502,430 | |
| 15 | |
| 63,507 | |
| — | |
| 63,522 |
Share‑based compensation | | — | |
| — | |
| 2,818 | |
| — | |
| 2,818 |
Dividend reinvestment | | 114,043 | |
| 1 | |
| 4,812 | |
| — | |
| 4,813 |
Amortization of directors’ deferred compensation | | — | |
| — | |
| 147 | |
| — | |
| 147 |
Issuance of restricted stock, net of forfeited shares | | 16,913 | |
| — | |
| — | |
| — | |
| — |
Dividends to stockholders | | — | |
| — | |
| 109 | |
| (51,804) | |
| (51,695) |
Net increase (decrease) resulting from operations | | — | |
| — | |
| — | |
| 65,203 | |
| 65,203 |
Balances at March 31, 2022 | | 72,370,407 | | $ | 723 | | $ | 1,807,739 | | $ | 65,192 | | $ | 1,873,654 |
The accompanying notes are an integral part of these consolidated financial statements
3
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| | Three Months Ended | ||||
|
| March 31, | ||||
| | 2022 |
| 2021 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net increase (decrease) in net assets resulting from operations | | $ | 65,203 | | $ | 57,346 |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | | | | | | |
Investments in portfolio companies | | | (315,369) | | | (208,186) |
Proceeds from sales and repayments of debt investments in portfolio companies | | | 218,781 | | | 121,027 |
Proceeds from sales and return of capital of equity investments in portfolio companies | | | 19,963 | | | 13,920 |
Net unrealized (appreciation) depreciation | | | (14,752) | | | (34,001) |
Net realized (gain) loss | | | (3,336) | | | 15,730 |
Accretion of unearned income | | | (2,834) | | | (2,468) |
Payment-in-kind interest | | | (937) | | | (2,389) |
Cumulative dividends | | | (887) | | | (425) |
Share-based compensation expense | | | 2,818 | | | 2,333 |
Amortization of deferred financing costs | | | 686 | | | 740 |
Deferred tax (benefit) provision | | | 3,788 | | | 48 |
Changes in other assets and liabilities: | | | | | | |
Interest receivable and other assets | | | (11,731) | | | 4,096 |
Interest payable | | | 2,219 | | | 6,610 |
Accounts payable and other liabilities | | | (13,667) | | | (504) |
Deferred fees and other | | | 378 | | | 1,172 |
Net cash used in operating activities | | | (49,677) | | | (24,951) |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | |
Proceeds from public offering of common stock, net of offering costs | | | 63,522 | | | 3,628 |
Proceeds from public offering of 3.00% Notes due 2026 | | | - | | | 300,000 |
Dividends paid | | | (46,522) | | | (38,045) |
Proceeds from issuance of SBIC debentures | | | - | | | 20,200 |
Repayments of SBIC debentures | | | - | | | (40,000) |
Proceeds from credit facility | | | 185,000 | | | 125,000 |
Repayments on credit facility | | | (167,000) | | | (307,000) |
Debt issuance premiums (costs), net | | | - | | | (5,743) |
Purchases of vested stock for employee payroll tax withholding | | | - | | | (7) |
Net cash provided by financing activities | | | 35,000 | | | 58,033 |
| | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (14,677) | | | 33,082 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | 32,629 | | | 31,919 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | 17,952 | | $ | 65,001 |
| | | | | | |
Supplemental cash flow disclosures: | | | | | | |
Interest paid | | $ | 13,751 | | $ | 6,424 |
Taxes paid | | $ | 2,874 | | $ | (487) |
Non-cash financing activities: | | | | | | |
Value of shares issued pursuant to the DRIP | | $ | 4,813 | | $ | 3,699 |
The accompanying notes are an integral part of these consolidated financial statements
4
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | |
Control Investments (5) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Analytical Systems Keco Holdings, LLC | | Manufacturer of Liquid and Gas Analyzers | | | | | | | | | | | | |
| | | Secured Debt | (9) | 8/16/2019 | | 12.00% (L+10.00%, Floor 2.00%) | 8/16/2024 | $ | 4,875 | $ | 4,689 | $ | 4,689 |
| | | Preferred Member Units | | 8/16/2019 | 3,200 | | | | | | 3,200 | | - |
| | | Preferred Member Units | | 5/20/2021 | 2,427 | | | | | | 2,426 | | 4,318 |
| | | Warrants | (27) | 8/16/2019 | 420 | | 8/16/2029 | | | | 316 | | - |
| | | | | | | | | | | | 10,631 | | 9,007 |
ASC Interests, LLC | | Recreational and Educational Shooting Facility | | | | | | | | | | | | |
| | | Secured Debt | | 12/31/2019 | | 13.00% | 7/31/2022 | | 170 | | 170 | | 170 |
| | | Secured Debt | | 8/1/2013 | | 13.00% | 7/31/2022 | | 1,650 | | 1,642 | | 1,642 |
| | | Member Units | | 8/1/2013 | 1,500 | | | | | | 1,500 | | 800 |
| | | | | | | | | | | | 3,312 | | 2,612 |
ATS Workholding, LLC | (10) | Manufacturer of Machine Cutting Tools and Accessories | | | | | | | | | | | | |
| | | Secured Debt | (14) | 11/16/2017 | | 5.00% | 8/16/2023 | | 4,794 | | 4,635 | | 3,005 |
| | | Preferred Member Units | | 11/16/2017 | 3,725,862 | | | | | | 3,726 | | - |
| | | | | | | | | | | | 8,361 | | 3,005 |
Barfly Ventures, LLC | (10) | Casual Restaurant Group | | | | | | | | | | | | |
| | | Secured Debt | | 10/15/2020 | | 7.00% | 10/31/2024 | | 711 | | 711 | | 711 |
| | | Member Units | | 10/26/2020 | 37 | | | | | | 1,584 | | 2,050 |
| | | | | | | | | | | | 2,295 | | 2,761 |
Batjer TopCo, LLC | | HVAC Mechanical Contractor | | | | | | | | | | | | |
| | | Secured Debt | | 3/7/2022 | | 11.00% | 3/31/2027 | | 11,025 | | 10,917 | | 10,917 |
| | | Preferred Stock | | 3/7/2022 | 4,073 | | | | | | 4,073 | | 4,073 |
| | | | | | | | | | | | 14,990 | | 14,990 |
Bolder Panther Group, LLC | | Consumer Goods and Fuel Retailer | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/31/2020 | | 10.50% (L+9.00%, Floor 1.50%) | 12/31/2025 | | 49,194 | | 48,901 | | 49,194 |
| | | Class B Preferred Member Units | (8) | 12/31/2020 | 140,000 | 8.00% | | | | | 14,000 | | 25,930 |
| | | | | | | | | | | | 62,901 | | 75,124 |
Brewer Crane Holdings, LLC | | Provider of Crane Rental and Operating Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/9/2018 | | 11.00% (L+10.00%, Floor 1.00%) | 1/9/2023 | | 7,936 | | 7,919 | | 7,919 |
| | | Preferred Member Units | (8) | 1/9/2018 | 2,950 | | | | | | 4,279 | | 7,780 |
| | | | | | | | | | | | 12,198 | | 15,699 |
Bridge Capital Solutions Corporation | | Financial Services and Cash Flow Solutions Provider | | | | | | | | | | | | |
| | | Secured Debt | | 7/25/2016 | | 13.00% | 12/11/2024 | | 8,813 | | 8,813 | | 8,813 |
| | | Secured Debt | (30) | 7/25/2016 | | 13.00% | 12/11/2024 | | 1,000 | | 1,000 | | 1,000 |
| | | Preferred Member Units | (8) (30) | 7/25/2016 | 17,742 | | | | | | 1,000 | | 1,000 |
| | | Warrants | (27) | 7/25/2016 | 82 | | 7/25/2026 | | | | 2,132 | | 4,260 |
| | | | | | | | | | | | 12,945 | | 15,073 |
Café Brazil, LLC | | Casual Restaurant Group | | | | | | | | | | | | |
| | | Member Units | (8) | 6/9/2006 | 1,233 | | | | | | 1,742 | | 2,630 |
| | | | | | | | | | | | | | |
California Splendor Holdings LLC | | Processor of Frozen Fruits | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/30/2018 | | 11.00% (L+10.00%, Floor 1.00%) | 3/30/2023 | | 28,000 | | 27,932 | | 27,932 |
| | | Preferred Member Units | (8) (19) | 7/31/2019 | 6,725 | 15.00% PIK | | | | | 9,867 | | 9,867 |
| | | Preferred Member Units | (8) | 3/30/2018 | 6,157 | | | | | | 10,775 | | 17,265 |
| | | | | | | | | | | | 48,574 | | 55,064 |
CBT Nuggets, LLC | | Produces and Sells IT Training Certification Videos | | | | | | | | | | | | |
5
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Member Units | (8) | 6/1/2006 | 416 | | | | | | 1,300 | | 48,880 |
| | | | | | | | | | | | | | |
Centre Technologies Holdings, LLC | | Provider of IT Hardware Services and Software Solutions | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/4/2019 | | 12.00% (L+10.00%, Floor 2.00%) | 1/4/2024 | | 9,183 | | 9,145 | | 8,638 |
| | | Preferred Member Units | | 1/4/2019 | 12,696 | | | | | | 5,840 | | 5,840 |
| | | | | | | | | | | | 14,985 | | 14,478 |
Chamberlin Holding LLC | | Roofing and Waterproofing Specialty Contractor | | | | | | | | | | | | |
| | | Secured Debt | (9) | 2/26/2018 | | 9.00% (L+8.00%, Floor 1.00%) | 2/26/2023 | | 17,681 | | 17,621 | | 17,681 |
| | | Member Units | (8) | 2/26/2018 | 4,347 | | | | | | 11,440 | | 24,140 |
| | | Member Units | (8) (30) | 11/2/2018 | 1,047,146 | | | | | | 1,322 | | 1,540 |
| | | | | | | | | | | | 30,383 | | 43,361 |
Charps, LLC | | Pipeline Maintenance and Construction | | | | | | | | | | | | |
| | | Unsecured Debt | | 8/26/2020 | | 10.00% | 1/31/2026 | | 5,694 | | 4,617 | | 5,694 |
| | | Preferred Member Units | (8) | 2/3/2017 | 1,829 | | | | | | 1,963 | | 14,090 |
| | | | | | | | | | | | 6,580 | | 19,784 |
Clad-Rex Steel, LLC | | Specialty Manufacturer of Vinyl-Clad Metal | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/20/2016 | | 10.50% (L+9.50%, Floor 1.00%) | 1/15/2024 | | 10,480 | | 10,411 | | 10,411 |
| | | Secured Debt | | 12/20/2016 | | 10.00% | 12/20/2036 | | 1,073 | | 1,063 | | 1,063 |
| | | Member Units | (8) | 12/20/2016 | 717 | | | | | | 7,280 | | 10,250 |
| | | Member Units | (30) | 12/20/2016 | 800 | | | | | | 210 | | 610 |
| | | | | | | | | | | | 18,964 | | 22,334 |
CMS Minerals Investments | | Oil & Gas Exploration & Production | | | | | | | | | | | | |
| | | Member Units | (8) (30) | 4/1/2016 | 100 | | | | | | 1,729 | | 2,057 |
| | | | | | | | | | | | | | |
Cody Pools, Inc. | | Designer of Residential and Commercial Pools | | | | | | | | | | | | |
| | | Secured Debt | (9) | 3/6/2020 | | 12.25% (L+10.50%, Floor 1.75%) | 12/17/2026 | | 42,494 | | 42,139 | | 42,482 |
| | | Preferred Member Units | (8) (30) | 3/6/2020 | 587 | | | | | | 8,317 | | 47,640 |
| | | | | | | | | | | | 50,456 | | 90,122 |
Colonial Electric Company LLC | | Provider of Electrical Contracting Services | | | | | | | | | | | | |
| | | Secured Debt | | 3/31/2021 | | 12.00% | 3/31/2026 | | 24,255 | | 24,051 | | 24,051 |
| | | Preferred Member Units | (8) | 3/31/2021 | 17,280 | | | | | | 7,680 | | 9,130 |
| | | | | | | | | | | | 31,731 | | 33,181 |
CompareNetworks Topco, LLC | | Internet Publishing and Web Search Portals | | | | | | | | | | | | |
| | | Secured Debt | (9) | 1/29/2019 | | 10.00% (L+9.00%, Floor 1.00%) | 1/29/2024 | | 5,797 | | 5,779 | | 5,797 |
| | | Preferred Member Units | (8) | 1/29/2019 | 1,975 | | | | | | 1,975 | | 13,610 |
| | | | | | | | | | | | 7,754 | | 19,407 |
Copper Trail Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (CTMH, LP) | (31) | 7/17/2017 | 38.8% | | | | | | 710 | | 710 |
| | | | | | | | | | | | | | |
Datacom, LLC | | Technology and Telecommunications Provider | | | | | | | | | | | | |
| | | Secured Debt | | 3/31/2021 | | 7.50% | 12/31/2025 | | 8,825 | | 8,271 | | 7,643 |
| | | Preferred Member Units | (8) | 3/31/2021 | 9,000 | | | | | | 2,610 | | 2,670 |
| | | | | | | | | | | | 10,881 | | 10,313 |
6
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Digital Products Holdings LLC | | Designer and Distributor of Consumer Electronics | | | | | | | | | | | | |
| | | Secured Debt | (9) | 4/1/2018 | | 11.00% (L+10.00%, Floor 1.00%) | 4/1/2023 | | 16,523 | | 16,483 | | 16,483 |
| | | Preferred Member Units | (8) | 4/1/2018 | 3,857 | | | | | | 9,501 | | 9,835 |
| | | | | | | | | | | | 25,984 | | 26,318 |
Direct Marketing Solutions, Inc. | | Provider of Omni-Channel Direct Marketing Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 2/13/2018 | | 12.00% (L+11.00%, Floor 1.00%) | 2/13/2024 | | 23,756 | | 23,619 | | 23,737 |
| | | Preferred Stock | (8) | 2/13/2018 | 8,400 | | | | | | 8,400 | | 22,450 |
| | | | | | | | | | | | 32,019 | | 46,187 |
Gamber-Johnson Holdings, LLC | | Manufacturer of Ruggedized Computer Mounting Systems | | | | | | | | | | | | |
| | | Secured Debt | (9) | 6/24/2016 | | 10.50% (L+8.50%, Floor 2.00%) | 1/1/2025 | | 21,598 | | 21,540 | | 21,598 |
| | | Member Units | (8) | 6/24/2016 | 9,042 | | | | | | 17,692 | | 45,120 |
| | | | | | | | | | | | 39,232 | | 66,718 |
Garreco, LLC | | Manufacturer and Supplier of Dental Products | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/15/2013 | | 9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%) | 7/31/2022 | | 4,196 | | 4,196 | | 4,196 |
| | | Member Units | (8) | 7/15/2013 | 1,200 | | | | | | 1,200 | | 2,340 |
| | | | | | | | | | | | 5,396 | | 6,536 |
GRT Rubber Technologies LLC | | Manufacturer of Engineered Rubber Products | | | | | | | | | | | | |
| | | Secured Debt | | 12/19/2014 | | 8.23% (L+8.00%) | 10/29/2026 | | 38,885 | | 38,683 | | 38,885 |
| | | Member Units | (8) | 12/19/2014 | 5,879 | | | | | | 13,065 | | 46,190 |
| | | | | | | | | | | | 51,748 | | 85,075 |
Gulf Manufacturing, LLC | | Manufacturer of Specialty Fabricated Industrial Piping Products | | | | | | | | | | | | |
| | | Member Units | (8) | 8/31/2007 | 438 | | | | | | 2,980 | | 5,290 |
| | | | | | | | | | | | | | |
Gulf Publishing Holdings, LLC | | Energy Industry Focused Media and Publishing | | | | | | | | | | | | |
| | | Secured Debt | (9) (17) (19) | 9/29/2017 | | 10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%) | 9/30/2020 | | 257 | | 257 | | 257 |
| | | Secured Debt | (17) (19) | 4/29/2016 | | 12.50% (6.25% Cash, 6.25% PIK) | 4/29/2021 | | 13,565 | | 13,565 | | 8,000 |
| | | Member Units | | 4/29/2016 | 3,681 | | | | | | 3,680 | | - |
| | | | | | | | | | | | 17,502 | | 8,257 |
Harris Preston Fund Investments | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests (2717 MH, L.P.) | (31) | 10/1/2017 | 49.3% | | | | | | 2,860 | | 4,317 |
| | | LP Interests (2717 HPP-MS, L.P.) | (31) | 3/11/2022 | 49.3% | | | | | | 244 | | 244 |
| | | | | | | | | | | | 3,104 | | 4,561 |
Harrison Hydra-Gen, Ltd. | | Manufacturer of Hydraulic Generators | | | | | | | | | | | | |
| | | Common Stock | | 6/4/2010 | 107,456 | | | | | | 718 | | 3,530 |
| | | | | | | | | | | | | | |
Jensen Jewelers of Idaho, LLC | | Retail Jewelry Store | | | | | | | | | | | | |
| | | Secured Debt | (9) | 11/14/2006 | | 10.00% (Prime+6.75%, Floor 2.00%) | 11/14/2023 | | 2,450 | | 2,439 | | 2,450 |
| | | Member Units | (8) | 11/14/2006 | 627 | | | | | | 811 | | 15,120 |
| | | | | | | | | | | | 3,250 | | 17,570 |
Johnson Downie Opco, LLC | | Executive Search Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 12/10/2021 | | 13.00% (L+11.50%, Floor 1.50%) | 12/10/2026 | | 11,475 | | 11,350 | | 11,350 |
7
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
March 31, 2022
(dollars in thousands)
(Unaudited)
Portfolio Company (1) (20) | | Business Description | Type of Investment (2) (3) (15) | | Investment Date (24) | Shares/Units | Rate (39) | Maturity Date | Principal (4) | Cost (4) | Fair Value (18) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Preferred Equity | (8) | 12/10/2021 | 3,150 | | | | | | 3,150 | | 3,150 |
| | | | | | | | | | | | 14,500 | | 14,500 |
JorVet Holdings, LLC | | Supplier and Distributor of Veterinary Equipment and Supplies | | | | | | | | | | | | |
| | | Secured Debt | | 3/28/2022 | | 12.00% | 3/28/2027 | | 25,650 | | 25,394 | | 25,394 |
| | | Common Stock | | 3/28/2022 | 107,406 | | | | | | 10,741 | | 10,741 |
| | | | | | | | | | | | 36,135 | | 36,135 |
KBK Industries, LLC | | Manufacturer of Specialty Oilfield and Industrial Products | | | | | | | | | | | | |
| | | Member Units | (8) | 1/23/2006 | 325 | | | | | | 783 | | 13,930 |
| | | | | | | | | | | | | | |
Kickhaefer Manufacturing Company, LLC | | Precision Metal Parts Manufacturing | | | | | | | | | | | | |
| | | Secured Debt | | 10/31/2018 | | 11.50% | 10/31/2023 | | 20,415 | | 20,336 | | 20,336 |
| | | Secured Debt | | 10/31/2018 | | 9.00% | 10/31/2048 | | 3,906 | | 3,868 | | 3,868 |
| | | Member Units | | 10/31/2018 | 581 | | | | | | 12,240 | | 12,240 |
| | | Member Units | (8) (30) | 10/31/2018 | 800 | | | | | | 992 | | 2,460 |
| | | | | | | | | | | | 37,436 | | 38,904 |
Market Force Information, LLC | | Provider of Customer Experience Management Services | | | | | | | | | | | | |
| | | Secured Debt | (9) | 7/28/2017 | | 12.00% (L+11.00%, Floor 1.00%) | 7/28/2023 | | 3,400 | | 3,400 | | 3,400 |
| | | Secured Debt | (14) (19) | 7/28/2017 | | 12.00% PIK | 7/28/2023 | | 26,079 | | 25,952 | | 8,936 |
| | | Member Units | | 7/28/2017 | 743,921 | | | | | | 16,642 | | - |
| | | | | | | | | | | | 45,994 | | 12,336 |
MH Corbin Holding LLC | | Manufacturer and Distributor of Traffic Safety Products | | | | | | | | | | | | |
| | | Secured Debt | | 8/31/2015 | | 13.00% | 3/31/2022 | | 8,170 | | 8,170 | | 4,368 |
| | | Preferred Member Units | | 3/15/2019 | 66,000 | | | | | | 4,400 | | - |
| | | Preferred Member Units | | 9/1/2015 | 4,000 | | | | | | 6,000 | | - |
| | | | | | | | | | | | 18,570 | | 4,368 |
MS Private Loan Fund I, LP | (12) (13) | Investment Partnership | | | | | | | | | | | | |
| | | LP Interests | (8) (31) | 1/26/2021 | 12.1% | | | | | | 7,500 | | 7,581 |
| | | | | | | | | | | | | | |
MSC Adviser I, LLC | (16) | Third Party Investment Advisory Services | | | | | | | | | | | | |
| | | Member Units | (8) | 11/22/2013 | | | | | | | 29,500 | | 132,920 |
| | | | | | | | | | | | | | |
Mystic Logistics Holdings, LLC | | Logistics and Distribution Services Provider for Large Volume Mailers | | | | | | | | | | | | |
| | | Secured Debt | | 8/18/2014 | | 10.00% | 1/31/2024 | | 6,098 | | 6,098 | | 6,098 |
| | | Common Stock | (8) | 8/18/2014 | 5,873 | | | | | | 2,720 | | 11,060 |
| | | | | | | | | | | | 8,818 | | 17,158 |
NAPCO Precast, LLC | | Precast Concrete Manufacturing | | | | | | | | | | | | |
| | | Member Units | (8) | 1/31/2008 | 2,955 | | | | | | 2,975 | | 13,370 |
| | | | | | | | | | | | | | |
Nebraska Vet AcquireCo, LLC | | Mixed-Animal Veterinary and Animal Health Product Provider | | | | | | | | | | | | |
| | | Secured Debt | | 12/31/2020 | | 12.00% | 12/31/2025 | | 10,500 | | 10,418 | | 10,418 |
| | | Secured Debt | | 12/31/2020 | | 12.00% | 12/31/2025 | | 6,284 | | 6,237 | | 6,237 |
| | | Preferred Member Units | | 12/31/2020 | 6,987 | | | | | | 6,987 | | 7,700 |
| | | | | | | | | | | | 23,642 | | 24,355 |
NexRev LLC | | Provider of Energy Efficiency Products & Services | | | | | | | | | | | | |
| | | Secured Debt | | 2/28/2018 | | 11.00% | 2/28/2025 | | 15,999 | | 15,966 | | 13,837 |
| | | Preferred Member Units | (8) | 2/28/2018 | 86,400,000 | | | | | | 6,880 | | 2,690 |
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