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 September 30, 2020 | |
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 November 5, 2020 was 66,272,522.
TABLE OF CONTENTS
| PART I | |
| FINANCIAL INFORMATION | |
| ||
| Consolidated Balance Sheets—September 30, 2020 (unaudited) and December 31, 2019 | 1 |
| 2 | |
| 3 | |
| Consolidated Statements of Cash Flows (unaudited)—Nine months ended September 30, 2020 and 2019 | 4 |
| Consolidated Schedule of Investments (unaudited)—September 30, 2020 | 5 |
| 28 | |
| 51 | |
| 85 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 95 | |
115 | ||
116 | ||
| | |
| | |
116 | ||
117 | ||
117 | ||
117 | ||
118 | ||
| 119 |
MAIN STREET CAPITAL CORPORATION
(dollars in thousands, except shares and per share amounts)
| | September 30, | | December 31, | ||
|
| 2020 |
| 2019 | ||
| | (Unaudited) | | | | |
ASSETS |
| |
|
| |
|
Investments at fair value: |
| |
|
| |
|
Control investments (cost: $801,453 and $778,367 as of September 30, 2020 and December 31, 2019, respectively) | | $ | 1,020,713 | | $ | 1,032,721 |
Affiliate investments (cost: $396,054 and $351,764 as of September 30, 2020 and December 31, 2019, respectively) | |
| 348,030 | |
| 330,287 |
Non‑Control/Non‑Affiliate investments (cost: $1,330,738 and $1,297,587 as of September 30, 2020 and December 31, 2019, respectively) | |
| 1,215,902 | |
| 1,239,316 |
Total investments (cost: $2,528,245 and $2,427,718 as of September 30, 2020 and December 31, 2019, respectively) | |
| 2,584,645 | |
| 2,602,324 |
Cash and cash equivalents | |
| 27,121 | |
| 55,246 |
Interest receivable and other assets | |
| 42,758 | |
| 50,458 |
Deferred financing costs (net of accumulated amortization of $8,225 and $7,501 as of September 30, 2020 and December 31, 2019, respectively) | |
| 2,944 | |
| 3,521 |
Total assets | | $ | 2,657,468 | | $ | 2,711,549 |
LIABILITIES | |
| | |
|
|
Credit facility | | $ | 253,000 | | $ | 300,000 |
SBIC debentures (par: $304,800 ($40,000 due within one year) and $311,800 as of September 30, 2020 and December 31, 2019, respectively) | |
| 298,835 | |
| 306,188 |
5.20% Notes due 2024 (par: $450,000 and $325,000 as of September 30, 2020 and December 31, 2019, respectively) | |
| 451,953 | |
| 324,595 |
4.50% Notes due 2022 (par: $185,000 as of both September 30, 2020 and December 31, 2019) | |
| 183,685 | |
| 183,229 |
Accounts payable and other liabilities | |
| 19,136 | |
| 24,532 |
Interest payable | |
| 13,392 | |
| 7,292 |
Dividend payable | |
| 13,554 | |
| 13,174 |
Deferred tax liability, net | |
| 731 | |
| 16,149 |
Total liabilities | |
| 1,234,286 | |
| 1,175,159 |
Commitments and contingencies (Note K) | |
| | |
|
|
NET ASSETS | |
| | |
|
|
Common stock, $0.01 par value per share (150,000,000 shares authorized; 66,135,837 and 64,241,341 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively) | |
| 661 | |
| 643 |
Additional paid‑in capital | |
| 1,569,642 | |
| 1,512,435 |
Total undistributed (overdistributed) earnings | |
| (147,121) | |
| 23,312 |
Total net assets | |
| 1,423,182 | |
| 1,536,390 |
Total liabilities and net assets | | $ | 2,657,468 | | $ | 2,711,549 |
NET ASSET VALUE PER SHARE | | $ | 21.52 | | $ | 23.91 |
The accompanying notes are an integral part of these consolidated financial statements
1
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Operations
(dollars in thousands, except shares and per share amounts)
(Unaudited)
| | Three Months Ended | | Nine Months Ended | | ||||||||
|
| September 30, | | September 30, |
| ||||||||
|
| 2020 |
| 2019 |
| 2020 |
| 2019 | | ||||
INVESTMENT INCOME: |
| |
|
| |
|
| |
|
| |
|
|
Interest, fee and dividend income: |
| |
|
| |
|
| |
|
| |
|
|
Control investments | | $ | 18,558 | | $ | 23,173 | | $ | 57,357 | | $ | 70,480 | |
Affiliate investments | |
| 8,255 | |
| 8,009 | |
| 23,626 | |
| 25,426 | |
Non‑Control/Non‑Affiliate investments | |
| 25,141 | |
| 28,886 | |
| 79,126 | |
| 86,818 | |
Total investment income | |
| 51,954 | |
| 60,068 | |
| 160,109 | |
| 182,724 | |
EXPENSES: | |
| | |
| | |
| | |
| | |
Interest | |
| (12,489) | |
| (12,893) | |
| (36,827) | |
| (37,138) | |
Compensation | |
| (4,980) | |
| (4,322) | |
| (12,280) | |
| (15,907) | |
General and administrative | |
| (3,354) | |
| (2,920) | |
| (9,827) | |
| (9,282) | |
Share‑based compensation | |
| (2,561) | |
| (2,572) | |
| (8,215) | |
| (7,279) | |
Expenses allocated to the External Investment Manager | |
| 1,892 | |
| 1,651 | |
| 5,340 | |
| 5,001 | |
Total expenses | |
| (21,492) | |
| (21,056) | |
| (61,809) | |
| (64,605) | |
NET INVESTMENT INCOME | |
| 30,462 | |
| 39,012 | |
| 98,300 | |
| 118,119 | |
NET REALIZED GAIN (LOSS): | |
| | |
| | |
| | |
| | |
Control investments | |
| 4,041 | |
| 5,869 | |
| (15,825) | |
| 4,926 | |
Affiliate investments | |
| (172) | |
| 1,850 | |
| (407) | |
| (602) | |
Non‑Control/Non‑Affiliate investments | |
| (17,743) | |
| (13,595) | |
| (28,091) | |
| (18,487) | |
Realized loss on extinguishment of debt | |
| — | |
| — | |
| (534) | |
| (5,689) | |
Total net realized loss | |
| (13,874) | |
| (5,876) | |
| (44,857) | |
| (19,852) | |
NET UNREALIZED APPRECIATION (DEPRECIATION): | |
| | |
| | |
| | |
| | |
Control investments | |
| 7,139 | |
| (8,797) | |
| (35,096) | |
| 6,286 | |
Affiliate investments | |
| 2,406 | |
| 1,323 | |
| (26,883) | |
| 3,131 | |
Non‑Control/Non‑Affiliate investments | |
| 53,569 | |
| 4,547 | |
| (56,051) | |
| 3,737 | |
SBIC debentures | |
| — | |
| (319) | |
| 460 | |
| 4,625 | |
Total net unrealized appreciation (depreciation) | |
| 63,114 | |
| (3,246) | |
| (117,570) | |
| 17,779 | |
INCOME TAXES: | |
| | |
| | |
| | |
| | |
Federal and state income, excise and other taxes | |
| (1,165) | |
| (1,079) | |
| (1,420) | |
| (2,745) | |
Deferred taxes | |
| (342) | |
| 5,091 | |
| 15,673 | |
| 254 | |
Income tax benefit (provision) | |
| (1,507) | |
| 4,012 | |
| 14,253 | |
| (2,491) | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 78,195 | | $ | 33,902 | | $ | (49,874) | | $ | 113,555 | |
NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED | | $ | 0.46 | | $ | 0.62 | | $ | 1.50 | | $ | 1.88 | |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER | | $ | 1.18 | | $ | 0.54 | | $ | (0.76) | | $ | 1.81 | |
WEIGHTED AVERAGE SHARES | |
| 66,110,555 | |
| 63,297,943 | |
| 65,319,784 | |
| 62,686,139 | |
The accompanying notes are an integral part of these consolidated financial statements
2
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Changes in Net Assets
(dollars 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, 2018 |
| 61,264,861 | | $ | 613 | | $ | 1,409,945 | | $ | 65,491 | | $ | 1,476,049 |
Public offering of common stock, net of offering costs |
| 960,684 | |
| 9 | |
| 35,376 | |
| — | |
| 35,385 |
Share‑based compensation |
| — | |
| — | |
| 2,329 | |
| — | |
| 2,329 |
Dividend reinvestment |
| 96,189 | |
| 1 | |
| 3,595 | |
| — | |
| 3,596 |
Amortization of directors’ deferred compensation |
| — | |
| — | |
| 216 | |
| — | |
| 216 |
Issuance of restricted stock |
| 52,043 | |
| 1 | |
| (1) | |
| — | |
| — |
Dividends to stockholders |
| — | |
| — | |
| 70 | |
| (36,549) | |
| (36,479) |
Net increase resulting from operations |
| — | |
| — | |
| — | |
| 41,401 | |
| 41,401 |
Balances at March 31, 2019 |
| 62,373,777 | | $ | 624 | | $ | 1,451,530 | | $ | 70,343 | | $ | 1,522,497 |
Public offering of common stock, net of offering costs |
| 245,989 | |
| 2 | |
| 9,416 | |
| — | |
| 9,418 |
Share‑based compensation |
| — | | | — | | | 2,378 | | | — | | | 2,378 |
Purchase of vested stock for employee payroll tax withholding |
| (90,404) | |
| (1) | |
| (3,364) | |
| — | |
| (3,365) |
Dividend reinvestment |
| 133,128 | |
| 1 | |
| 5,392 | |
| — | |
| 5,393 |
Amortization of directors’ deferred compensation |
| — | |
| — | |
| 216 | |
| — | |
| 216 |
Issuance of restricted stock, net of forfeited shares |
| 262,642 | |
| 3 | |
| (3) | |
| — | |
| — |
Dividends to stockholders |
| — | |
| — | |
| 114 | |
| (53,823) | |
| (53,709) |
Net increase resulting from operations |
| — | |
| — | |
| — | |
| 38,254 | |
| 38,254 |
Balances at June 30, 2019 |
| 62,925,132 | | $ | 629 | | $ | 1,465,679 | | $ | 54,774 | | $ | 1,521,082 |
Public offering of common stock, net of offering costs | | 225,864 | | | 2 | | | 9,398 | | | — | | | 9,400 |
Share‑based compensation | | — | | | — | | | 2,572 | | | — | | | 2,572 |
Dividend reinvestment | | 88,052 | | | 1 | | | 3,747 | | | — | | | 3,748 |
Amortization of directors’ deferred compensation | | — | | | — | | | 217 | | | — | | | 217 |
Issuance of restricted stock, net of forfeited shares | | 75,465 | | | 1 | | | (1) | | | — | | | — |
Dividends to stockholders | | — | | | — | | | 90 | | | (38,956) | | | (38,866) |
Net increase resulting from operations | | — | | | — | | | — | | | 33,902 | | | 33,902 |
Balances at September 30, 2019 | | 63,314,513 | | $ | 633 | | $ | 1,481,702 | | $ | 49,720 | | $ | 1,532,055 |
Balances at December 31, 2019 |
| 64,252,937 | | $ | 643 | | $ | 1,512,435 | | $ | 23,312 | | $ | 1,536,390 |
Public offering of common stock, net of offering costs |
| 91,458 | |
| 1 | |
| 3,854 | |
| — | |
| 3,855 |
Share‑based compensation |
| — | |
| — | |
| 2,837 | |
| — | |
| 2,837 |
Purchase of vested stock for employee payroll tax withholding |
| (851) | |
| — | |
| (29) | |
| — | |
| (29) |
Dividend reinvestment |
| 108,722 | |
| 1 | |
| 3,929 | |
| — | |
| 3,930 |
Amortization of directors’ deferred compensation |
| — | |
| — | |
| 238 | |
| — | |
| 238 |
Issuance of restricted stock, net of forfeited shares |
| 10,383 | |
| — | |
| — | |
| — | |
| — |
Dividends to stockholders |
| — | |
| — | |
| 93 | |
| (39,706) | |
| (39,613) |
Net decrease resulting from operations |
| — | |
| — | |
| — | |
| (171,438) | |
| (171,438) |
Balances at March 31, 2020 |
| 64,462,649 | | $ | 645 | | $ | 1,523,357 | | $ | (187,832) | | $ | 1,336,170 |
Public offering of common stock, net of offering costs | | 824,968 | |
| 9 | |
| 26,007 | |
| — | |
| 26,016 |
Share‑based compensation | | — | |
| — | |
| 2,817 | |
| — | |
| 2,817 |
Purchase of vested stock for employee payroll tax withholding | | (84,094) | |
| (1) | |
| (1,730) | |
| — | |
| (1,731) |
Dividend reinvestment | | 146,229 | |
| 1 | |
| 4,158 | |
| — | |
| 4,159 |
Amortization of directors’ deferred compensation | | — | |
| — | |
| 224 | |
| — | |
| 224 |
Issuance of restricted stock, net of forfeited shares | | 414,053 | |
| 4 | |
| (4) | |
| — | |
| — |
Dividends to stockholders | | — | |
| — | |
| 99 | |
| (40,179) | |
| (40,080) |
Net increase resulting from operations | | — | |
| — | |
| — | |
| 43,369 | |
| 43,369 |
Balances at June 30, 2020 | | 65,763,805 | | $ | 658 | | $ | 1,554,928 | | $ | (184,642) | | $ | 1,370,944 |
Public offering of common stock, net of offering costs | | 250,949 | |
| 2 | |
| 7,741 | |
| — | |
| 7,743 |
Share‑based compensation | | — | |
| — | |
| 2,561 | |
| — | |
| 2,561 |
Purchase of vested stock for employee payroll tax withholding | | (1,998) | |
| — | |
| (7) | |
| — | |
| (7) |
Dividend reinvestment | | 132,583 | |
| 1 | |
| 4,129 | |
| — | |
| 4,130 |
Amortization of directors’ deferred compensation | | — | |
| — | |
| 195 | |
| — | |
| 195 |
Issuance of restricted stock, net of forfeited shares | | (6,899) | |
| — | |
| — | |
| — | |
| — |
Dividends to stockholders | | — | |
| — | |
| 95 | |
| (40,674) | |
| (40,579) |
Net increase resulting from operations | | — | |
| — | |
| — | |
| 78,195 | |
| 78,195 |
Balances at September 30, 2020 | | 66,138,440 | | $ | 661 | | $ | 1,569,642 | | $ | (147,121) | | $ | 1,423,182 |
The accompanying notes are an integral part of these consolidated financial statements
3
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Cash Flows
(dollars in thousands)
| | Nine Months Ended | | ||||
|
| September 30, |
| ||||
| | 2020 |
| 2019 | | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | $ | (49,874) | | $ | 113,555 | |
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 | | | (414,574) | | | (477,257) | |
Proceeds from sales and repayments of debt investments in portfolio companies | | | 255,147 | | | 331,204 | |
Proceeds from sales and return of capital of equity investments in portfolio companies | | | 21,210 | | | 32,380 | |
Net unrealized (appreciation) depreciation | | | 117,570 | | | (17,779) | |
Net realized loss | | | 44,857 | | | 19,852 | |
Accretion of unearned income | | | (8,239) | | | (9,131) | |
Payment-in-kind interest | | | (3,816) | | | (3,482) | |
Cumulative dividends | | | (1,404) | | | (1,975) | |
Share-based compensation expense | | | 8,215 | | | 7,279 | |
Amortization of deferred financing costs | | | 1,986 | | | 2,822 | |
Deferred tax benefit | | | (15,673) | | | (254) | |
Changes in other assets and liabilities: | | | | | | | |
Interest receivable and other assets | | | 12,661 | | | (9,073) | |
Interest payable | | | 6,100 | | | 6,499 | |
Accounts payable and other liabilities | | | (4,739) | | | 5,759 | |
Deferred fees and other | | | 2,296 | | | 1,495 | |
Net cash provided by (used in) operating activities | | | (28,277) | | | 1,894 | |
| | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | |
Proceeds from public offering of common stock, net of offering costs | | | 37,614 | | | 54,203 | |
Proceeds from public offering of 5.20% Notes due 2024 | | | 125,000 | | | 250,000 | |
Dividends paid | | | (107,673) | | | (115,288) | |
Proceeds from issuance of SBIC debentures | | | 35,000 | | | - | |
Repayments of SBIC debentures | | | (42,000) | | | (34,000) | |
Proceeds from credit facility | | | 292,000 | | | 310,000 | |
Repayments on credit facility | | | (339,000) | | | (461,000) | |
Debt issuance premiums (costs), net | | | 978 | | | (4,344) | |
Purchases of vested stock for employee payroll tax withholding | | | (1,767) | | | (3,365) | |
Net cash provided by (used in) financing activities | | | 152 | | | (3,794) | |
| | | | | | | |
Net decrease in cash and cash equivalents | | | (28,125) | | | (1,900) | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | 55,246 | | | 54,181 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | 27,121 | | $ | 52,281 | |
| | | | | | | |
Supplemental cash flow disclosures: | | | | | | | |
Interest paid | | $ | 28,646 | | $ | 27,725 | |
Taxes paid | | $ | 2,439 | | $ | 2,265 | |
Operating non-cash activities: | | | | | | | |
Right-of-use assets obtained in exchange for operating lease liabilities | | $ | - | | $ | 5,240 | |
Non-cash financing activities: | | | | | | | |
Shares issued pursuant to the DRIP | | $ | 12,219 | | $ | 12,737 | |
The accompanying notes are an integral part of these consolidated financial statements
4
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments
September 30, 2020
(dollars in thousands)
Portfolio Company (1) (20) | Investment Date (26) | Business Description | Type of Investment (2) (3) (25) | Principal (4) | Cost (4) | Fair Value (18) | |||
Control Investments (5) | | | | | | | | | |
| | | | | | | | | |
Access Media Holdings, LLC (10) | July 22, 2015 | Private Cable Operator | | | | | | | |
| | | 10.00% PIK Secured Debt (Maturity - July 22, 2020) (14) (17) (19) | $ | 23,828 | $ | 23,828 | $ | 3,937 |
| | | Preferred Member Units (9,481,500 units) (24) | | | | 9,375 | | (284) |
| | | Member Units (45 units) | | | | 1 | | - |
| | | | | | | 33,204 | | 3,653 |
| | | | | | | | | |
ASC Interests, LLC | August 1, 2013 | Recreational and Educational Shooting Facility | | | | | | | |
| | | 13.00% Secured Debt (Maturity - July 31, 2022) | | 1,650 | | 1,611 | | 1,611 |
| | | Member Units (1,500 units) | | | | 1,500 | | 1,050 |
| | | | | | | 3,111 | | 2,661 |
| | | | | | | | | |
Analytical Systems Keco, LLC | August 16, 2019 | Manufacturer of Liquid and Gas Analyzers | | | | | | | |
| | | LIBOR Plus 10.00% (Floor 2.00%), Current Coupon | | 5,225 | | 4,925 | | 4,925 |
| | | Preferred Member Units (3,200 units) | | | | 3,200 | | 3,200 |
| | | Warrants (420 equivalent shares; Expiration - August | | | | 316 | | 350 |
| | | | | | | 8,441 | | 8,475 |
| | | | | | | | | |
ATS Workholding, LLC (10) | March 10, 2014 | Manufacturer of Machine Cutting Tools and Accessories | | | | | | | |
| | | 5% Secured Debt (Maturity - November 16, 2021) | | 4,940 | | 4,781 | | 3,407 |
| | | Preferred Member Units (3,725,862 units) | | | | 3,726 | | - |
| | | | | | | 8,507 | | 3,407 |
| | | | | | | | | |
Bond-Coat, Inc. | December 28, 2012 | Casing and Tubing Coating Services | | | | | | | |
| | | Common Stock (57,508 shares) | | | | 6,350 | | 3,310 |
| | | | | | | | | |
Brewer Crane Holdings, LLC | January 9, 2018 | Provider of Crane Rental and Operating Services | | | | | | | |
| | | LIBOR Plus 10.00% (Floor 1.00%), Current Coupon | | 8,680 | | 8,632 | | 8,632 |
| | | Preferred Member Units (2,950 units) (8) | | | | 4,280 | | 5,610 |
| | | | | | | 12,912 | | 14,242 |
| | | | | | | | | |
Bridge Capital Solutions Corporation | April 18, 2012 | Financial Services and Cash Flow Solutions Provider | | | | | | | |
| | | 13.00% Secured Debt (Maturity - December 11, 2024) | | 8,813 | | 8,240 | | 8,240 |
| | | Warrants (82 equivalent shares; Expiration - July | | | | 2,132 | | 3,000 |
| | | 13.00% Secured Debt (Mercury Service Group, LLC) | | 1,000 | | 998 | | 998 |
| | | Preferred Member Units (Mercury Service Group, LLC) | | | | 1,000 | | 1,000 |
| | | | | | | 12,370 | | 13,238 |
| | | | | | | | | |
5
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
September 30, 2020
(dollars in thousands)
Portfolio Company (1) (20) | Investment Date (26) | Business Description | Type of Investment (2) (3) (25) | Principal (4) | Cost (4) | Fair Value (18) | |||
| | | | | | | | | |
Café Brazil, LLC | April 20, 2004 | Casual Restaurant Group | | | | | | | |
| | | Member Units (1,233 units) (8) | | | | 1,742 | | 2,030 |
| | | | | | | | | |
California Splendor Holdings LLC | March 30, 2018 | Processor of Frozen Fruits | | | | | | | |
| | | LIBOR Plus 8.00% (Floor 1.00%), Current Coupon 9.00%, | | 19,600 | | 19,504 | | 19,464 |
| | | LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, | | 28,000 | | 27,840 | | 27,775 |
| | | Preferred Member Units (6,725 units) (8) | | | | 7,980 | | 7,980 |
| | | Preferred Member Units (6,157 units) (8) | | | | 10,775 | | 6,241 |
| | | | | | | 66,099 | | 61,460 |
| | | | | | | | | |
CBT Nuggets, LLC ("CBT") | June 1, 2006 | Produces and Sells IT Training Certification Videos | | | | | | | |
| | | Member Units (416 units) (8) | | | | 1,300 | | 45,730 |
| | | | | | | | | |
Centre Technologies Holdings, LLC | January 4, 2019 | Provider of IT Hardware Services and Software Solutions | | | | | | | |
| | | LIBOR Plus 10.00% (Floor 2.00%), Current Coupon 12.00%, | | 11,781 | | 11,696 | | 11,696 |
| | | Preferred Member Units (12,696 units) | | | | 5,840 | | 6,060 |
| | | | | | | 17,536 | | 17,756 |
| | | | | | | | | |
Chamberlin Holding LLC | February 26, 2018 | Roofing and Waterproofing Specialty Contractor | | | | | | | |
| | | LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, | | 15,973 | | 15,884 | | 15,973 |
| | | Member Units (4,347 units) (8) | | | | 11,440 | | 28,000 |
| | | Member Units (Chamberlin Langfield Real Estate, LLC) | | | | 1,047 | | 920 |
| | | | | | | 28,371 | | 44,893 |
| | | | | | | | | |
Charps, LLC | February 3, 2017 | Pipeline Maintenance and Construction | | | | | | | |
| | | 8.67% Current / 1.33% PIK, Current Coupon plus PIK 10.00% (Maturity - January 31, 2024) (19) | | 9,792 | | 7,910 | | 8,507 |
| | | 15.00% Secured Debt (Maturity - June 5, 2022) | | 1,846 | | 1,846 | | 1,846 |
| | | Preferred Member Units (1,600 units) (8) | | | | 400 | | 9,400 |
| | | | | | | 10,156 | | 19,753 |
| | | | | | | | | |
Clad-Rex Steel, LLC | December 20, 2016 | Specialty Manufacturer of Vinyl-Clad Metal | | | | | | | |
| | | LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, | | 10,880 | | 10,847 | | 10,847 |
| | | Member Units (717 units) (8) | | | | 7,280 | | 8,610 |
| | | 10.00% Secured Debt (Clad-Rex Steel RE Investor, LLC) | | 1,117 | | 1,107 | | 1,107 |
| | | Member Units (Clad-Rex Steel RE Investor, LLC) | | | | 210 | | 460 |
| | | | | | | 19,444 | | 21,024 |
| | | | | | | | | |
6
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
September 30, 2020
(dollars in thousands)
Portfolio Company (1) (20) | Investment Date (26) | Business Description | Type of Investment (2) (3) (25) | Principal (4) | Cost (4) | Fair Value (18) | |||
| | | | | | | | | |
CMS Minerals Investments | January 30, 2015 | Oil & Gas Exploration & Production | | | | | | | |
| | | Member Units (CMS Minerals II, LLC) (100 units) | | | | 2,252 | | 1,697 |
| | | | | | | | | |
Cody Pools, Inc. | March 6, 2020 | Designer of Residential and Commercial Pools | | | | | | | |
| | | LIBOR Plus 10.50% (Floor 1.75%), Current Coupon 12.25%, | | 15,600 | | 15,457 | | 15,600 |
| | | Preferred Member Units (587 units) | | | | 8,317 | | 11,840 |
| | | | | | | 23,774 | | 27,440 |
| | | | | | | | | |
CompareNetworks Topco, LLC | January 29, 2019 | Internet Publishing and Web Search Portals | | | | | | | |
| | | LIBOR Plus 11.00% (Floor 1.00%), Current Coupon 12.00%, | | 9,454 | | 9,397 | | 9,397 |
| | | Preferred Member Units (1,975 units) | | | | 1,975 | | 5,360 |
| | | | | | | 11,372 | | 14,757 |
| | | | | | | | | |
Copper Trail Fund Investments (12) (13) | July 17, 2017 | Investment Partnership | | | | | | | |
| | | LP Interests (CTMH, LP) (Fully diluted 38.80%) | | | | 747 | | 747 |
| | | | | | | | | |
Datacom, LLC | May 30, 2014 | Technology and Telecommunications Provider | | | | | | | |
| | | 8.00% Secured Debt (Maturity - May 31, 2021) (14) | | 1,800 | | 1,800 | | 1,615 |
| | | 10.50% PIK Secured Debt (Maturity - May 31, 2021) (14) (19) | | 12,507 | | 12,475 | | 10,142 |
| | | Class A Preferred Member Units | | | | 1,294 | | - |
| | | Class B Preferred Member Units (6,453 units) | | | | 6,030 | | - |
| | | | | | | 21,599 | | 11,757 |
| | | | | | | | | |
Digital Products Holdings LLC | April 1, 2018 | Designer and Distributor of Consumer Electronics | | | | | | | |
| | | LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, | | 18,503 | | 18,396 | | 18,013 |
| | | Preferred Member Units (3,857 shares) (8) | | | | 9,501 | | 6,908 |
| | | | | | | 27,897 | | 24,921 |
| | | | | | | | | |
Direct Marketing Solutions, Inc. | February 13, 2018 | Provider of Omni-Channel Direct Marketing Services | | | | | | | |
| | | LIBOR Plus 11.00% (Floor 1.00%), Current Coupon | | 15,090 | | 14,998 | | 15,090 |
| | | Preferred Stock (8,400 shares) | | | | 8,400 | | 20,060 |
| | | | | | | 23,398 | | 35,150 |
| | | | | | | | | |
Gamber-Johnson Holdings, LLC ("GJH") | June 24, 2016 | Manufacturer of Ruggedized Computer Mounting Systems | | | | | | | |
| | | LIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, | | 19,838 | | 19,792 | | 19,838 |
| | | Member Units (8,619 units) (8) | | | | 14,844 | | 53,240 |
| | | | | | | 34,636 | | 73,078 |
| | | | | | | | | |
7
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
September 30, 2020
(dollars in thousands)
Portfolio Company (1) (20) | Investment Date (26) | Business Description | Type of Investment (2) (3) (25) | Principal (4) | Cost (4) | Fair Value (18) | |||
| | | | | | | | | |
Garreco, LLC | July 15, 2013 | Manufacturer and Supplier of Dental Products | | | | | | | |
| | | LIBOR Plus 8.00% (Floor 1.00%, Ceiling 1.50%), Current | | 4,519 | | 4,519 | | 4,519 |
| | | Member Units (1,200 units) | | | | 1,200 | | 1,700 |
| | | | | | | 5,719 | | 6,219 |
| | | | | | | | | |
GRT Rubber Technologies LLC ("GRT") | December 19, 2014 | Manufacturer of Engineered Rubber Products | | | | | | | |
| | | LIBOR Plus 7.00%, Current Coupon 7.16%, | | 16,775 | | 16,775 | | 16,775 |
| | | Member Units (5,879 units) (8) | | | | 13,065 | | 45,430 |
| | | | | | | 29,840 | | 62,205 |
| | | | | | | | | |
Gulf Manufacturing, LLC | August 31, 2007 | Manufacturer of Specialty Fabricated Industrial Piping Products | | | | | | | |
| | | Member Units (438 units) (8) | | | | 2,980 | | 4,400 |
| | | | | | | | | |
Gulf Publishing Holdings, LLC | April 29, 2016 | Energy Industry Focused Media and Publishing | | | | | | | |
| | | LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 5.25% / | | 247 | | 247 | | 247 |
| | | 6.25% Current / 6.25% PIK Secured Debt (Maturity - | | 12,939 | | 12,919 | | 11,828 |
| | | Member Units (3,681 units) | | | | 3,681 | | - |
| | | | | | | 16,847 | | 12,075 |
| | | | | | | | | |
Harborside Holdings, LLC | March 20, 2017 | Real Estate Holding Company | | | | | | | |
| | | Member units (100 units) | | | | 6,606 | | 5,020 |
| | | | | | | | | |
Harris Preston Fund Investments (12) (13) | October 1, 2017 | Investment Partnership | | | | | | | |
| | | LP Interests (2717 MH, L.P.) (Fully diluted 49.30%) | | | | 2,735 | | 3,277 |
| | | | | | | | | |
Harrison Hydra-Gen, Ltd. | June 4, 2010 | Manufacturer of Hydraulic Generators | | | | | | | |
| | | Common Stock (107,456 shares) (8) | | | | 718 | | 5,640 |
| | | | | | | | | |
Jensen Jewelers of Idaho, LLC | November 14, 2006 | Retail Jewelry Store | | | | | | | |
| | | Prime Plus 6.75% (Floor 2.00%), Current Coupon | | 3,700 | | 3,669 | | 3,654 |
| | | Member Units (627 units) (8) | | | | 811 | | 7,270 |
| | | | | | | 4,480 | | 10,924 |
| | | | | | | | | |
J&J Services, Inc. | October 31, 2019 | Provider of Dumpster and Portable Toilet Rental Services | | | | | | | |
| | | 11.50% Secured Debt (Maturity - October 31, 2024) | | 14,400 | | 14,278 | | 14,400 |
| | | Preferred Stock (2,814 shares) | | | | 7,085 | | 11,920 |
| | | | | | | 21,363 | | 26,320 |
| | | | | | | | | |
KBK Industries, LLC | January 23, 2006 | Manufacturer of Specialty Oilfield and Industrial Products | | | | | | | |
| | | Member Units (325 units) (8) | | | | 783 | | 13,140 |
| | | | | | | | | |
8
MAIN STREET CAPITAL CORPORATION
Consolidated Schedule of Investments (Continued)
September 30, 2020
(dollars in thousands)
Portfolio Company (1) (20) | Investment Date (26) | Business Description | Type of Investment (2) (3) (25) | Principal (4) | Cost (4) | Fair Value (18) | |||
| | | | | | | | | |
Kickhaefer Manufacturing Company, LLC | October 31, 2018 | Precision Metal Parts Manufacturing | | | | | | | |
| | | 9.50% Current / 2.00% PIK Secured Debt (Maturity - | | 23,615 | | 23,449 | | 23,449 |
| | | Member Units (581 units) | | | | 12,240 | | 12,150 |
| | | 9.00% Secured Debt (Maturity - October 31, 2048) | | 3,956 | | 3,917 | | 3,917 |
| | | Member Units (KMC RE Investor, LLC) (800 units) (8) | | | | 992 | | 1,160 |
| | | | | | | 40,598 | | 40,676 |
| | | | | | | | | |
Market Force Information, LLC | July 28, 2017 | Provider of Customer Experience Management Services | | | | | | | |
| | | LIBOR Plus 11.00% (Floor 1.00%), Current Coupon | | 900 | | 900 | | 900 |
| | | 12.00% PIK Secured Debt (Maturity - July 28, 2023) (14) (19) | | 26,079 | | 25,952 | | 13,712 |
| | | Member Units (743,921 units) | | | | 16,642 | | - |
| | | | | | | 43,494 | | 14,612 |
| | ||||||||