Edgar Filing: Main Street Capital CORP

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
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 (State or other jurisdiction of incorporation or organization)		41-2230745 (I.R.S. Employer Identification No.)
1300 Post Oak Boulevard, Suite 800 Houston, TX (Address of principal executive offices)		77056 (Zip Code)

(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)

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 ý 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 ý		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o

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

The number of shares outstanding of the issuer's common stock as of May 7, 2015 was 49,845,284.

TABLE OF CONTENTS


PART I FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets—March 31, 2015 (unaudited) and December 31, 2014	1
	Consolidated Statements of Operations (unaudited)—Three months ended March 31, 2015 and 2014	2
	Consolidated Statements of Changes in Net Assets (unaudited)—Three months ended March 31, 2015 and 2014	3
	Consolidated Statements of Cash Flows (unaudited)—Three months ended March 31, 2015 and 2014	4
	Consolidated Schedule of Investments (unaudited)—March 31, 2015	5
	Consolidated Schedule of Investments—March 31, 2015	33
	Notes to Consolidated Financial Statements (unaudited)	59
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	96
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	121
Item 4.	Controls and Procedures	122
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	123
Item 1A.	Risk Factors	123
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	123
Item 6.	Exhibits	123
	Signatures	125

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

(in thousands, except shares and per share amounts)

	March 31, 2015			December 31, 2014

	(Unaudited)
ASSETS
Portfolio investments at fair value:
Control investments (cost: $349,766 and $342,847 as of March 31, 2015 and December 31, 2014, respectively)	$	489,328		$	469,846
Affiliate investments (cost: $267,123 and $266,243 as of March 31, 2015 and December 31, 2014, respectively)		279,986			278,675
Non-Control/Non-Affiliate investments (cost: $983,942 and $832,312 as of March 31, 2015 and December 31, 2014, respectively)		968,009			814,809

Total portfolio investments (cost: $1,600,831 and $1,441,402 as of March 31, 2015 and December 31, 2014, respectively)		1,737,323			1,563,330
Marketable securities and idle funds investments (cost: $11,235 and $10,604 as of March 31, 2015 and December 31, 2014, respectively)		9,948			9,067

Total investments (cost: $1,612,066 and $1,452,006 as of March 31, 2015 and December 31, 2014, respectively)		1,747,271			1,572,397
Cash and cash equivalents		22,015			60,432
Interest receivable and other assets		25,009			23,273
Receivable for securities sold		22,749			23,133
Deferred financing costs (net of accumulated amortization of $8,449 and $6,462 as of March 31, 2015 and December 31, 2014, respectively)		13,925			14,550

Total assets	$	1,830,969		$	1,693,785



LIABILITIES
Credit facility	$	164,000		$	218,000
SBIC debentures (par: $225,000 as of March 31, 2015 and December 31, 2014, par of $75,200 is recorded at a fair value of $73,674 and $72,981 as of March 31, 2015 and December 31, 2014, respectively)		223,474			222,781
4.50% Notes		175,000			175,000
6.125% Notes		90,810			90,823
Payable for securities purchased		67,270			14,773
Deferred tax liability, net		8,546			9,214
Dividend payable		8,674			7,663
Accounts payable and other liabilities		3,693			10,701
Interest payable		5,609			4,848

Total liabilities		747,076			753,803
Commitments and contingencies (Note M)
NET ASSETS
Common stock, $0.01 par value per share (150,000,000 shares authorized; 49,564,361 and 45,079,150 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively)		496			451
Additional paid-in capital		986,069			853,606
Accumulated net investment income, net of cumulative dividends of $317,810 and $293,789 as of March 31, 2015 and December 31, 2014, respectively		23,135			23,665
Accumulated net realized gain from investments (accumulated net realized gain from investments of $38,201 before cumulative dividends of $62,897 as of March 31, 2015 and accumulated net realized gain from investments of $40,321 before cumulative dividends of $60,777 as of December 31, 2014)		(22,576	)		(20,456	)
Net unrealized appreciation, net of income taxes		96,769			82,716

Total net assets		1,083,893			939,982

Total liabilities and net assets	$	1,830,969		$	1,693,785



NET ASSET VALUE PER SHARE	$	21.87		$	20.85

The accompanying notes are an integral part of these financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,

	2015			2014
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments	$	11,335		$	9,296
Affiliate investments		6,049			5,640
Non-Control/Non-Affiliate investments		19,421			15,633

Interest, fee and dividend income		36,805			30,569
Interest, fee and dividend income from marketable securities and idle funds		374			207

Total investment income		37,179			30,776
EXPENSES:
Interest		(7,796	)		(5,286	)
Compensation		(3,494	)		(2,351	)
General and administrative		(1,962	)		(1,838	)
Share-based compensation		(1,263	)		(853	)
Expenses charged to the External Investment Manager		827			291

Total expenses		(13,688	)		(10,037	)

NET INVESTMENT INCOME		23,491			20,739
NET REALIZED GAIN (LOSS):
Non-Control/Non-Affiliate investments		(2,008	)		1,433
Marketable securities and idle funds investments		(112	)		10

Total net realized gain (loss)		(2,120	)		1,443

NET REALIZED INCOME		21,371			22,182
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):
Portfolio investments		14,204			6,857
Marketable securities and idle funds investments		251			1,049
SBIC debentures		(693	)		(1,189	)

Total net change in unrealized appreciation		13,762			6,717

INCOME TAXES:
Federal and state income, excise and other taxes		(376	)		(667	)
Deferred taxes		667			(998	)

Income tax benefit (provision)		291			(1,665	)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	35,424		$	27,234



NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED	$	0.51		$	0.52



NET REALIZED INCOME PER SHARE—BASIC AND DILUTED	$	0.46		$	0.56



NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED	$	0.77		$	0.68



DIVIDENDS PAID PER SHARE:
Regular monthly dividends	$	0.510		$	0.500
Supplemental dividends		—			—

Total dividends	$	0.510		$	0.500



WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED		46,080,204			39,898,573

The accompanying notes are an integral part of these financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(in thousands, except shares)

(Unaudited)

	Common Stock											Accumulated Net Realized Gain From Investments, Net of Dividends			Net Unrealized Appreciation from Investments, Net of Income Taxes

	Common Stock								Accumulated Net Investment Income, Net of Dividends
	Number of Shares			Par Value		Additional Paid-In Capital			Accumulated Net Investment Income, Net of Dividends								Total Net Asset Value
Balances at December 31, 2013		39,852,604		$	398	$	694,981		$	22,778		$	(26,334	)	$	100,710	$	792,533
Share-based compensation		—			—		853			—			—			—		853
Purchase of vested stock for employee payroll tax withholding		(1,181	)		—		(40	)		—			—			—		(40	)
Dividend reinvestment		93,328			1		3,225			—			—			—		3,226
Amortization of directors' deferred compensation		—			—		68			—			—			—		68
Issuance of restricted stock		397			—		—			—			—			—		—
Tax benefit related to vesting of restricted shares		—			—		290			—			—			—		290
Dividends to stockholders		—			—		—			(19,757	)		—			—		(19,757	)
Net increase resulting from operations		—			—		—			20,739			1,443			5,052		27,234

Balances at March 31, 2014		39,945,148		$	399	$	699,377		$	23,760		$	(24,891	)	$	105,762	$	804,407



Balances at December 31, 2014		45,079,150		$	451	$	853,606		$	23,665		$	(20,456	)	$	82,716	$	939,982
Public offering of common stock, net of offering costs		4,370,000			44		127,720			—			—			—		127,764
Share-based compensation		—			—		1,263			—			—			—		1,263
Purchase of vested stock for employee payroll tax withholding		(1,802	)		—		(53	)		—			—			—		(53	)
Dividend reinvestment		116,330			1		3,464			—			—			—		3,465
Amortization of directors' deferred compensation		—			—		69			—			—			—		69
Issuance of restricted stock		683			—		—			—			—			—		—
Dividends to stockholders		—			—		—			(24,021	)		—			—		(24,021	)
Net increase (loss) resulting from operations		—			—		—			23,491			(2,120	)		14,053		35,424

Balances at March 31, 2015		49,564,361		$	496	$	986,069		$	23,135		$	(22,576	)	$	96,769	$	1,083,893

The accompanying notes are an integral part of these financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Three Months Ended March 31,

	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	35,424		$	27,234
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Investments in portfolio companies		(256,046	)		(146,896	)
Proceeds from sales and repayments of debt investments in portfolio companies		143,122			119,069
Proceeds from sales and return of capital of equity investments in portfolio companies		5,952			393
Investments in marketable securities and idle funds investments		(2,047	)		(2,105	)
Proceeds from sales and repayments of marketable securities and idle funds investments		1,304			5,207
Net change in unrealized appreciation		(13,762	)		(6,717	)
Net realized (gain) loss		2,120			(1,443	)
Accretion of unearned income		(2,018	)		(2,611	)
Payment-in-kind interest		(806	)		(1,655	)
Cumulative dividends		(376	)		(369	)
Share-based compensation expense		1,263			853
Amortization of deferred financing costs		629			380
Deferred taxes		(291	)		998
Changes in other assets and liabilities:
Interest receivable and other assets		(746	)		(2,557	)
Interest payable		761			(390	)
Accounts payable and other liabilities		(7,729	)		(6,258	)
Deferred fees and other		627			133

Net cash used in operating activities		(92,619	)		(16,734	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of common stock, net of offering costs		127,764			—
Dividends paid		(19,545	)		(16,516	)
Proceeds from issuance of SBIC debentures		—			24,800
Proceeds from credit facility		156,000			46,000
Repayments on credit facility		(210,000	)		(47,000	)
Payment of deferred loan costs and SBIC debenture fees		(4	)		(849	)
Other		(13	)		(40	)

Net cash provided by financing activities		54,202			6,395

Net decrease in cash and cash equivalents		(38,417	)		(10,339	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		60,432			34,701

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	22,015		$	24,362



Supplemental cash flow disclosures:
Interest paid	$	6,406		$	5,296
Taxes paid	$	1,934		$	2,657
Non-cash financing activities:
Shares issued pursuant to the DRIP	$	3,465		$	3,226

The accompanying notes are an integral part of these financial statements

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MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Control Investments(5)

ASC Interests, LLC	Recreational and Educational Shooting Facility
		11% Secured Debt (Maturity—July 31, 2018)	2,925	2,882	2,925
		Member Units (1,500 units)(8)		1,500	2,140

				4,382	5,065

Bond-Coat, Inc.	Casing and Tubing Coating Services
		12% Secured Debt (Maturity—December 28, 2017)	11,596	11,498	11,596
		Common Stock (57,508 shares)		6,350	10,210

				17,848	21,806

Café Brazil, LLC	Casual Restaurant Group
		Member Units (1,233 units)(8)		1,742	6,980

California Healthcare Medical Billing, Inc.	Outsourced Billing and Revenue Cycle Management
		9% Secured Debt (Maturity—October 17, 2016)	8,612	8,495	8,612
		Warrants (466,947 equivalent shares)		1,193	3,480
		Common Stock (207,789 shares)		1,177	1,460

				10,865	13,552

CBT Nuggets, LLC	Produces and Sells IT Training Certification Videos
		Member Units (416 units)(8)		1,300	29,950

Ceres Management, LLC (Lambs Tire & Automotive)	Aftermarket Automotive Services Chain
		14% Secured Debt (Maturity—May 31, 2018)	3,827	3,827	3,827
		Class B Member Units (12% cumulative)(8)		4,170	4,170
		Member Units (5,460 units)		5,273	2,630
		9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—October 1, 2025)	955	955	955
		Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)		625	1,240

				14,850	12,822

CMS Minerals LLC	Oil & Gas Exploration & Production
		Preferred Member Units (458,461 units)(8)		3,725	3,725

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MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Datacom, LLC	Technology and Telecommunications Provider
		10.5% Secured Debt (Maturity—May 31, 2019)	11,205	11,108	11,108
		Preferred Member Units (6,453 units)		6,030	6,030

				17,138	17,138

Garreco, LLC	Manufacturer and Supplier of Dental Products
		14% Secured Debt (Maturity—January 12, 2018)	5,400	5,325	5,325
		Member Units (1,200 units)(8)		1,200	1,470

				6,525	6,795

GRT Rubber Technologies LLC	Engineered Rubber Product Manufacturer
		LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—December 19, 2019)(9)	16,750	16,591	16,591
		Member Units (5,879 units)(8)		13,065	13,065

				29,656	29,656

Gulf Manufacturing, LLC	Manufacturer of Specialty Fabricated Industrial Piping Products
		9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity—June 30, 2017)	744	744	744
		Member Units (438 units)(8)		2,980	16,540

				3,724	17,284

Harrison Hydra-Gen, Ltd.	Manufacturer of Hydraulic Generators
		12% Secured Debt (Maturity—June 4, 2015)	5,010	4,974	5,010
		Preferred Stock (8% cumulative)(8)		1,286	1,286
		Common Stock (107,456 shares)		718	2,020

				6,978	8,316

Hawthorne Customs and Dispatch Services, LLC	Facilitator of Import Logistics, Brokerage, and Warehousing
		Member Units (500 units)(8)		589	580
		Member Units (Wallisville Real Estate, LLC) (588,210 units)(8)		1,215	2,220

				1,804	2,800

Hydratec, Inc.	Designer and Installer of Micro-Irrigation Systems
		Common Stock (7,095 shares)(8)		7,095	13,720

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MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


IDX Broker, LLC	Provider of Marketing and CRM Tools for the Real Estate Industry
		LIBOR Plus 6.50% (Floor 1.50%), Current Coupon 8.00%, Secured Debt (Maturity—November 18, 2018)(9)	125	125	125
		12.5% Secured Debt (Maturity—November 18, 2018)	11,350	11,267	11,350
		Member Units (5,400 units)		5,606	6,027

				16,998	17,502

Impact Telecom, Inc.	Telecommunications Services Provider
		LIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (Maturity—May 31, 2018)(9)	1,575	1,570	1,570
		13% Secured Debt (Maturity—May 31, 2018)	22,500	15,698	15,698
		Warrants (5,516,667 equivalent shares)		8,000	4,160

				25,268	21,428

Indianapolis Aviation Partners, LLC	Fixed Base Operator
		15% Secured Debt (Maturity—January 15, 2016)	3,100	3,100	3,100
		Warrants (1,046 equivalent units)		1,129	2,540

				4,229	5,640

Jensen Jewelers of Idaho, LLC	Retail Jewelry Store
		Prime Plus 6.75% (Floor 2.00%), Current Coupon 10.00%, Secured Debt (Maturity—November 14, 2016)(9)	4,505	4,452	4,505
		Member Units (627 units)(8)		811	3,580

				5,263	8,085

Lighting Unlimited, LLC	Commercial and Residential Lighting Products and Design Services
		8% Secured Debt (Maturity—August 22, 2015)	1,514	1,514	1,514
		Preferred Equity (non-voting)		434	434
		Warrants (71 equivalent units)		54	40
		Member Units (700 units)(8)		100	420

				2,102	2,408

Marine Shelters Holdings, LLC (LoneStar Marine Shelters)	Fabricator of Marine and Industrial Shelters
		12% Secured Debt (Maturity—December 28, 2017)	10,250	10,122	10,122
		Preferred Member Units (2,669 units)		3,750	3,750

				13,872	13,872

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MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Mid-Columbia Lumber Products, LLC	Manufacturer of Finger-Jointed Lumber Products
		10% Secured Debt (Maturity—December 18, 2017)	1,750	1,750	1,750
		12% Secured Debt (Maturity—December 18, 2017)	3,900	3,900	3,900
		Member Units (2,829 units)(8)		1,244	7,550
		9.5% Secured Debt (Mid—Columbia Real Estate, LLC) (Maturity—May 13, 2025)	915	915	915
		Member Units (Mid—Columbia Real Estate, LLC) (250 units)(8)		250	550

				8,059	14,665

MSC Adviser I, LLC(16)	Third Party Investment Advisory Services
		Member Units (Fully diluted 100.0%)(8)		—	24,840

Mystic Logistics, Inc	Logistics and Distribution Services Provider for Large Volume Mailers
		12% Secured Debt (Maturity—August 15, 2019)	10,000	9,799	10,000
		Common Stock (5,873 shares)		2,720	6,160

				12,519	16,160

NAPCO Precast, LLC	Precast Concrete Manufacturing
		Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—September 1, 2015)(9)	625	619	625
		Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—February 1, 2016)(9)	2,923	2,917	2,923
		18% Secured Debt (Maturity—February 1, 2016)	4,468	4,446	4,468
		Member Units (2,955 units)(8)		2,975	7,820

				10,957	15,836

NRI Clinical Research, LLC	Clinical Research Service Provider
		14% Secured Debt (Maturity—September 8, 2017)	4,771	4,676	4,676
		Warrants (251,723 equivalent units)		252	160
		Member Units (671,233 units)		671	722

				5,599	5,558

NRP Jones, LLC	Manufacturer of Hoses, Fittings and Assemblies
		12% Secured Debt (Maturity—December 22, 2016)	13,400	12,933	12,933
		Warrants (14,331 equivalent units)		817	810
		Member Units (50,877 units)(8)		2,900	2,730

				16,650	16,473

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MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


OMi Holdings, Inc.	Manufacturer of Overhead Cranes
		Common Stock (1,500 shares)(8)		1,080	13,420

Pegasus Research Group, LLC (Televerde)	Provider of Telemarketing and Data Services
		Member Units (460 units)(8)		1,290	6,490

PPL RVs, Inc.	Recreational Vehicle Dealer
		11.1% Secured Debt (Maturity—June 10, 2015)	9,960	9,954	9,960
		Common Stock (1,962 shares)		2,150	8,430

				12,104	18,390

Principle Environmental, LLC	Noise Abatement Service Provider
		12% Secured Debt (Maturity—April 30, 2017)	4,060	3,866	4,060
		12% Current / 2% PIK Secured Debt (Maturity—April 30, 2017)	3,261	3,247	3,261
		Preferred Member Units (19,631 units)		4,663	9,560
		Warrants (1,036 equivalent units)		1,200	530

				12,976	17,411

River Aggregates, LLC	Processor of Construction Aggregates
		Zero Coupon Secured Debt (Maturity—June 30, 2018)	750	509	509
		12% Secured Debt (Maturity—June 30, 2018)	500	500	500
		Member Units (1,150 units)(8)		1,150	3,190
		Member Units (RA Properties, LLC) (1,500 units)		369	430

				2,528	4,629

SoftTouch Medical Holdings LLC	Home Provider of Pediatric Durable Medical Equipment
		LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—October 31, 2019)(9)	8,500	8,421	8,421
		Member Units (4,526 units)		5,015	5,015

				13,436	13,436

Southern RV, LLC	Recreational Vehicle Dealer
		13% Secured Debt (Maturity—August 8, 2018)	11,400	11,273	11,400
		Member Units (1,680 units)(8)		1,680	5,810
		13% Secured Debt (Southern RV Real Estate, LLC) (Maturity—August 8, 2018)	3,250	3,214	3,250
		Member Units (Southern RV Real Estate, LLC) (480 units)		480	540

				16,647	21,000

Table of Contents

MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


The MPI Group, LLC	Manufacturer of Custom Hollow Metal Doors, Frames and Accessories
		9% Secured Debt (Maturity—October 2, 2018)	2,724	2,724	2,724
		Series A Preferred Units (2,500 units; 10% Cumulative)		2,500	980
		Warrants (1,424 equivalent units)		1,096	—
		Member Units (MPI Real Estate Holdings, LLC) (100% Fully diluted)(8)		2,300	2,230

				8,620	5,934

Travis Acquisition LLC	Manufacturer of Aluminum Trailers
		12% Secured Debt (Maturity—August 30, 2018)	4,578	4,510	4,578
		Member Units (7,282 units)		7,100	13,650

				11,610	18,228

Uvalco Supply, LLC	Farm and Ranch Supply Store
		9% Secured Debt (Maturity—January 1, 2019)	1,659	1,659	1,659
		Member Units (1,006 units)(8)		1,113	3,350

				2,772	5,009

Vision Interests, Inc.	Manufacturer / Installer of Commercial Signage
		13% Secured Debt (Maturity—December 23, 2016)	3,204	3,174	3,174
		Series A Preferred Stock (3,000,000 shares)		3,000	3,550
		Common Stock (1,126,242 shares)		3,706	210

				9,880	6,934

Ziegler's NYPD, LLC	Casual Restaurant Group
		Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—October 1, 2018)(9)	1,500	1,491	1,491
		9% Current / 9% PIK Secured Debt (Maturity—October 1, 2018)	5,509	5,509	4,880
		Warrants (587 equivalent units)		600	—
		Member units (480 units)		75	—

				7,675	6,371

Subtotal Control Investments (28.0% of total investments at fair value)				349,766	489,328

Table of Contents

MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Affiliate Investments(6)

AFG Capital Group, LLC	Provider of Rent-to-Own Financing Solutions and Services
		11% Secured Debt (Maturity—November 7, 2019)	11,760	11,376	11,376
		Warrants (42 equivalent units)		259	259
		Member Units (186 units)		1,200	1,200

				12,835	12,835

Boss Industries, LLC	Manufacturer and Distributor of Air Compressors, Auxiliary Power Units, Gas Booster Systems and Vapor Recovery Systems
		Preferred Member Units (2,242 units)(8)		2,000	2,000

Bridge Capital Solutions Corporation	Financial Services and Cash Flow Solutions Provider
		13% Secured Debt (Maturity—April 18, 2017)	6,000	5,852	5,852
		Warrants (19 equivalent shares)		200	860

				6,052	6,712

Brightwood Capital Fund III, LP(12)(13)	Investment Partnership
		LP Interests (Brightwood Capital Fund III, LP) (Fully diluted 2.3%)(8)		4,524	4,524

CAI Software LLC	Provider of Specialized Enterprise Resource Planning Software
		12% Secured Debt (Maturity—October 10, 2019)	5,400	5,350	5,350
		Member Units (65,356 units)		654	654

				6,004	6,004

Condit Exhibits, LLC	Tradeshow Exhibits / Custom Displays Provider
		Member Units (3,936 units)(8)		100	610

Congruent Credit Opportunities Funds(12)(13)	Investment Partnership
		LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)		17,169	16,879
		LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)		9,450	9,450

				26,619	26,329

Table of Contents

MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Daseke, Inc.	Specialty Transportation Provider
		12% Current / 2.5% PIK Secured Debt (Maturity—July 31, 2018)	20,853	20,548	20,853
		Common Stock (19,467 shares)		5,213	17,460

				25,761	38,313

Dos Rios Partners(12)(13)	Investment Partnership
		LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)(8)		2,325	2,325
		LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)(8)		738	738

				3,063	3,063

East Teak Fine Hardwoods, Inc.	Distributor of Hardwood Products
		Common Stock (5,000 shares)(8)		480	860

East West Copolymer & Rubber, LLC	Manufacturer of Synthetic Rubbers
		12% Secured Debt (Maturity—October 17, 2019)	9,600	9,442	9,442
		Warrants (1,823,278 equivalent units)		50	50

				9,492	9,492

Freeport Financial SBIC Fund LP(12)(13)	Investment Partnership
		LP Interests (Fully diluted 9.9%)(8)		5,140	5,140

Gault Financial, LLC (RMB Capital, LLC)	Purchases and Manages Liquidation of Distressed Assets
		10% Secured Debt (Maturity—November 21, 2016)	13,046	12,784	10,818
		Warrants (29,025 equivalent units)		400	—

				13,184	10,818

Glowpoint, Inc.	Provider of Cloud Managed Video Collaboration Services
		8% Secured Debt (Maturity—October 18, 2018)	400	396	396
		12% Secured Debt (Maturity—October 18, 2018)	9,000	8,914	8,914
		Common Stock (7,711,517 shares)		3,958	6,830

				13,268	16,140

Guerdon Modular Holdings, Inc.	Multi-Family and Commercial Modular Construction Company
		11% Secured Debt (Maturity—August 13, 2019)	11,200	11,051	11,051
		Common Stock (170,577 shares)		2,400	2,400

				13,451	13,451

Table of Contents

MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Houston Plating and Coatings, LLC	Provider of Plating and Industrial Coating Services
		Member Units (248,082 units)(8)		996	11,470

Indianhead Pipeline Services, LLC	Provider of Pipeline Support Services
		12% Secured Debt (Maturity—February 6, 2017)	6,675	6,432	6,432
		Preferred Member Units (28,905 units; 8% cumulative)(8)		2,013	2,013
		Warrants (38,193 equivalent units)		459	—
		Member Units (14,732 units)		1	—

				8,905	8,445

irth Solutions, LLC	Provider of Damage Prevention Information Technology Services
		Member Units (128 units)(8)		624	4,010

KBK Industries, LLC	Specialty Manufacturer of Oilfield and Industrial Products
		12.5% Secured Debt (Maturity—September 28, 2017)	7,950	7,904	7,950
		Member Units (250 units)(8)		341	4,880

				8,245	12,830

L.F. Manufacturing Holdings, LLC(10)	Manufacturer of Fiberglass Products
		Member Units (2,000,000 units)(8)		2,019	2,374

MPS Denver, LLC	Specialty Card Printing
		Member Units (13,800 units)		1,130	1,130

OnAsset Intelligence, Inc.	Provider of Transportation Monitoring / Tracking Products and Services
		12% PIK Secured Debt (Maturity—May 31, 2015)	3,658	3,658	3,658
		Preferred Stock (912 shares; 7% cumulative)(8)		1,981	2,734
		Warrants (5,333 equivalent shares)		1,919	—

				7,558	6,392

OPI International Ltd.(13)	Provider of Man Camp and Industrial Storage Services
		Common Stock (20,766,317 shares)		1,371	3,200

PCI Holding Company, Inc.	Manufacturer of Industrial Gas Generating Systems
		Preferred Stock (1,500,000 shares; 20% cumulative)(8)		2,374	4,970

Table of Contents

MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Quality Lease and Rental Holdings, LLC	Provider of Rigsite Accommodation Unit Rentals and Related Services
		8% Secured Debt (Maturity—October 1, 2014)(14)(18)	157	157	157
		8% Secured Debt (Maturity—June 15, 2015)(14)(18)	150	150	150
		12% Secured Debt (Maturity—January 8, 2018)(14)(18)	36,577	36,073	11,000
		Preferred Member Units (Rocaciea, LLC) (250 units)		2,500	—

				38,880	11,307

Radial Drilling Services Inc.	Oil and Gas Technology Provider
		12% Secured Debt (Maturity—November 22, 2016)	4,200	3,838	2,870
		Warrants (316 equivalent shares)		758	—

				4,596	2,870

Samba Holdings, Inc.	Provider of Intelligent Driver Record Monitoring Software and Services
		12.5% Secured Debt (Maturity—November 17, 2016)	26,304	26,102	26,304
		Common Stock (170,963 shares)		2,087	8,130

				28,189	34,434

SYNEO, LLC	Manufacturer of Automation Machines, Specialty Cutting Tools and Punches
		12% Secured Debt (Maturity—July 13, 2016)	2,700	2,678	2,678
		10% Secured Debt (Leadrock Properties, LLC) (Maturity—May 4, 2026)	1,440	1,415	1,415

				4,093	4,093

Tin Roof Acquisition Company	Casual Restaurant Group
		12% Secured Debt (Maturity—November 30, 2018)	14,100	13,873	13,873
		Class C Preferred Stock (Fully diluted 10.0%; 10% cumulative)(8)		2,297	2,297

				16,170	16,170

Subtotal Affiliate Investments (16.0% of total investments at fair value)				267,123	279,986

Table of Contents

MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Non-Control/Non-Affiliate Investments(7)

Allflex Holdings III Inc.(11)	Manufacturer of Livestock Identification Products
		LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—July 19, 2021)(9)	10,150	10,079	10,188

AM General LLC(11)	Specialty Vehicle Manufacturer
		LIBOR Plus 9.00% (Floor 1.25%), Current Coupon 10.25%, Secured Debt (Maturity—March 22, 2018)(9)	2,256	2,211	2,087

AM3 Pinnacle Corporation(10)	Provider of Comprehensive Internet, TV and Voice Services for Multi-Dwelling Unit Properties
		10% Secured Debt (Maturity—October 22, 2018)	21,002	20,870	20,870
		Common Stock (60,240 shares)		2,000	—

				22,870	20,870

AmeriTech College, LLC	For-Profit Nursing and Healthcare College
		10% Secured Debt (Maturity—November 30, 2019)	685	685	685
		10% Secured Debt (Maturity—January 31, 2020)	4,235	4,235	3,700

				4,920	4,385

AMF Bowling Centers, Inc.(11)	Bowling Alley Operator
		LIBOR Plus 6.25% (Floor 1.00%), Current Coupon 7.25%, Secured Debt (Maturity—September 18, 2021)(9)	7,971	7,855	7,938

Anchor Hocking, LLC(11)	Household Products Manufacturer
		LIBOR Plus 6.50% (Floor 1.25%), Current Coupon 7.75% / 1.75% PIK, Current Coupon Plus PIK 9.50%, Secured Debt (Maturity—May 21, 2020)(9)	10,964	10,892	5,852

AP Gaming I, LLC(10)	Developer, Manufacturer, and Operator of Gaming Machines
		LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—December 20, 2020)(9)	6,913	6,733	6,910

Table of Contents

MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Applied Products, Inc.(10)	Adhesives Distributor
		LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—September 30, 2019)(9)	6,161	6,098	6,098

Aptean, Inc.(11)	Enterprise Application Software Provider
		LIBOR Plus 4.25% (Floor 1.00%), Current Coupon 5.25%, Secured Debt (Maturity—February 26, 2020)(9)	7,688	7,619	7,553

Arcus Hunting LLC(10)	Deer Lures, Attractants and Scent Elimination Products
		LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—November 13, 2019)(9)	9,094	8,964	8,964

Artel, LLC(11)	Land-Based and Commercial Satellite Provider
		LIBOR Plus 6.00% (Floor 1.25%), Current Coupon 7.25%, Secured Debt (Maturity—November 27, 2017)(9)	7,988	7,844	7,668

ATS Workholding, Inc.(10)	Manufacturer of Machine Cutting Tools and Accessories
		LIBOR Plus 7.00% (Floor 1.00%), Current Coupon 8.00%, Secured Debt (Maturity—March 10, 2019)(9)	6,563	6,513	6,513

Beers Enterprises, Inc.(10)	Provider of Broadcast Video Transport Services
		Prime Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—March 19, 2019)(9)	6,484	6,434	6,484

Berry Aviation, Inc.(10)	Charter Airline Services
		12.00% Current / 1.75% PIK Secured Debt (Maturity—January 20, 2020)	6,000	5,942	5,942
		Common Stock (553 shares)		400	400

				6,342	6,342

Bioventus LLC(10)	Production of Orthopedic Healing Products
		LIBOR Plus 10.00% (Floor 1.00%), Current Coupon 11.00%, Secured Debt (Maturity—April 10, 2020)(9)	5,000	4,907	5,000

Blackbrush Oil and Gas LP(11)	Oil & Gas Exploration
		LIBOR Plus 6.50%, (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—July 30, 2021)(9)	4,000	3,972	3,250

Table of Contents

MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Blackhawk Specialty Tools LLC(11)	Oilfield Equipment & Services
		LIBOR Plus 5.25% (Floor 1.25%), Current Coupon 6.50%, Secured Debt (Maturity—August 1, 2019)(9)	6,141	6,109	5,972

Blue Bird Body Company(11)	School Bus Manufacturer
		LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—June 26, 2020)(9)	11,356	11,204	11,370

Bluestem Brands, Inc.(11)	Multi-Channel Retailer of General Merchandise
		LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—November 6, 2020)(9)	7,500	7,229	7,523

Brainworks Software, LLC(10)	Advertising Sales and Production and Newspaper Circulation Software
		LIBOR Plus 8.25% (Floor 1.00%), Current Coupon 9.25%, Secured Debt (Maturity—July 22, 2019)(9)	6,447	6,370	6,370

Brasa Holdings Inc.(11)	Upscale Full Service Restaurants
		LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—January 20, 2020)(9)	2,143	2,130	2,148

Brundage-Bone Concrete Pumping, Inc.(11)	Construction Services Provider
		10.375% Secured Debt (Maturity—September 1, 2021)	2,500	2,500	2,588

Calloway Laboratories, Inc.(10)	Health Care Testing Facilities
		12% PIK Secured Debt (Maturity—September 30, 2015)(14)	7,287	7,238	2,948
		Warrants (125,000 equivalent shares)		17	—

				7,255	2,948

Cengage Learning Acquisitions, Inc.(11)	Provider of Educational Print and Digital Services
		LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—March 31, 2020)(9)	9,965	9,878	10,019

CGSC of Delaware Holdings Corp.(11)(13)	Insurance Brokerage Firm
		LIBOR Plus 7.00% (Floor 1.25%), Current Coupon 8.25%, Secured Debt (Maturity—October 16, 2020)(9)	2,000	1,976	1,740

Table of Contents

MAIN STREET CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

March 31, 2015

(in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)


Charlotte Russe, Inc(11)	Fast-Fashion Retailer to Young Women
		LIBOR Plus 5.50% (Floor 1.25%), Current Coupon 6.75%, Secured Debt (Maturity—May 22, 2019)(9)	8,925	8,803	8,742

CHI Overhead Doors, Inc.(11)	Manufacturer of Overhead Garage Doors
		LIBOR Plus 9.50% (Floor 1.50%), Current Coupon 11.00%, Secured Debt (Maturity—September 18, 2019)(9)	2,500	2,469	2,503

CJ Holding Co.(11)	Oil & Gas Equipment & Services
		LIBOR Plus 5.50% (Floor 1.00%), Current Coupon 6.50%, Secured Debt (Maturity—March 24, 2020)(9)	2,000