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, 2016
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, 8^th floor 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 5, 2016 was 51,221,175.

Table of Contents

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION


Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets—March 31, 2016 (unaudited) and December 31, 2015	1
	Consolidated Statements of Operations (unaudited)—Three months ended March 31, 2016 and 2015	2
	Consolidated Statements of Changes in Net Assets (unaudited)—Three months ended March 31, 2016 and 2015	3
	Consolidated Statements of Cash Flows (unaudited)—Three months ended March 31, 2016 and 2015	4
	Consolidated Schedule of Investments (unaudited)—March 31, 2016	5
	Consolidated Schedule of Investments—December 31, 2015	35
	Notes to Consolidated Financial Statements (unaudited)	64
	Consolidated Financial Statement Schedule
	Consolidated Schedule of Investments in and Advances to Affiliates for the Three Months Ended March 31, 2016	107
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	111
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	131
Item 4.	Controls and Procedures	132

PART II
OTHER INFORMATION


Item 1.	Legal Proceedings	133
Item 1A.	Risk Factors	133
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	133
Item 6.	Exhibits	133
	Signatures	134

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

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

	March 31, 2016			December 31, 2015

	(Unaudited)
ASSETS
Portfolio investments at fair value:
Control investments (cost: $361,823 and $387,727 as of March 31,2016 and December 31, 2015, respectively)	$	520,099		$	555,011
Affiliate investments (cost: $376,375 and $333,728 as of March 31, 2016 and December 31, 2015, respectively)		389,310			350,519
Non-Control/Non-Affiliate investments (cost: $974,053 and $945,187 as of March 31, 2016 and December 31, 2015, respectively)		908,662			894,466

Total portfolio investments (cost: $1,712,251 and $1,666,642 as of March 31, 2016 and December 31, 2015, respectively)		1,818,071			1,799,996
Marketable securities and idle funds investments (cost: $1,778 and $5,407 as of March 31, 2016 and December 31, 2015, respectively)		1,519			3,693

Total investments (cost: $1,714,029 and $1,672,049 as of March 31, 2016 and December 31, 2015, respectively)		1,819,590			1,803,689
Cash and cash equivalents		17,223			20,331
Interest receivable and other assets		31,786			27,737
Receivable for securities sold		11,458			9,901
Deferred financing costs (net of accumulated amortization of $9,608 and $8,965 as of March 31, 2016 and December 31, 2015, respectively)		12,651			13,267
Deferred tax asset, net		8,442			4,003

Total assets	$	1,901,150		$	1,878,928



LIABILITIES
Credit facility	$	306,000		$	291,000
SBIC debentures (par: $225,000 as of March 31, 2016 and December,31, 2015, par of $75,200 is recorded at a fair value of $74,006 and $73,860 as of March 31, 2016 and December 31, 2015, respectively)		223,806			223,660
4.50% Notes		175,000			175,000
6.125% Notes		90,655			90,738
Dividend payable		9,113			9,074
Interest payable		5,185			3,959
Accounts payable and other liabilities		5,847			12,292
Payable for securities purchased		8,546			2,311

Total liabilities		824,152			808,034
Commitments and contingencies (Note M)
NET ASSETS
Common stock, $0.01 par value per share (150,000,000 shares authorized; 50,767,218 and 50,413,744 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively)		508			504
Additional paid-in capital		1,026,233			1,011,467
Accumulated net investment income, net of cumulative dividends of $444,631 and $417,347 as of March 31, 2016 and December 31, 2015, respectively		7,061			7,181
Accumulated net realized gain from investments (accumulated net realized gain from investments of $32,608 before cumulative dividends of $68,658 as of March 31, 2016 and accumulated net realized gain from investments of $19,005 before cumulative dividends of $68,658 as of December 31, 2015)		(36,050	)		(49,653	)
Net unrealized appreciation, net of income taxes		79,246			101,395

Total net assets		1,076,998			1,070,894

Total liabilities and net assets	$	1,901,150		$	1,878,928



NET ASSET VALUE PER SHARE	$	21.18		$	21.24

The accompanying notes are an integral part of these financial statements

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Operations

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

(Unaudited)

	Three Months Ended March 31,

	2016			2015
INVESTMENT INCOME:
Interest, fee and dividend income:
Control investments	$	12,615		$	11,335
Affiliate investments		8,523			6,049
Non-Control/Non-Affiliate investments		20,737			19,421

Interest, fee and dividend income		41,875			36,805
Interest, fee and dividend income from marketable securities and idle funds investments		131			374

Total investment income		42,006			37,179
EXPENSES:
Interest		(8,182	)		(7,796	)
Compensation		(3,820	)		(3,494	)
General and administrative		(2,405	)		(1,962	)
Share-based compensation		(1,589	)		(1,263	)
Expenses allocated to the External Investment Manager		1,154			827

Total expenses		(14,842	)		(13,688	)

NET INVESTMENT INCOME		27,164			23,491
NET REALIZED GAIN (LOSS):
Control investments		14,358			—
Non-Control/Non-Affiliate investments		818			(2,008	)
Marketable securities and idle funds investments		(1,573	)		(112	)

Total net realized gain (loss)		13,603			(2,120	)

NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION):
Portfolio investments		(27,529	)		14,204
Marketable securities and idle funds investments		1,457			251
SBIC debentures		(146	)		(693	)

Total net change in unrealized appreciation (depreciation)		(26,218	)		13,762

INCOME TAXES:
Federal and state income, excise and other taxes		(370	)		(376	)
Deferred taxes		2,633			667

Income tax benefit (provision)		2,263			291

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	16,812		$	35,424



NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED	$	0.54		$	0.51



NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE—BASIC AND DILUTED	$	0.33		$	0.77



DIVIDENDS PAID PER SHARE:
Regular monthly dividends	$	0.540		$	0.510
Supplemental dividends		—			—

Total dividends	$	0.540		$	0.510



WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED		50,549,780			46,080,204

The accompanying notes are an integral part of these financial statements

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(dollars 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, 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, net of forfeited shares		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



Balances at December 31, 2015		50,413,744		$	504	$	1,011,467		$	7,181		$	(49,653	)	$	101,395		$	1,070,894
Cumulative-effect to retained earnings for excess tax benefit		—			—		—			—			—			1,806			1,806
Public offering of common stock, net of offering costs		321,714			3		9,778			—			—			—			9,781
Share-based compensation		—			—		1,589			—			—			—			1,589
Dividend reinvestment		113,631			1		3,255			—			—			—			3,256
Amortization of directors' deferred compensation		—			—		144			—			—			—			144
Issuance of restricted stock		900			—		—			—			—			—			—
Forfeited shares of terminated employees		(3,989	)		—		—			—			—			—			—
Dividends to stockholders		—			—		—			(27,284	)		—			—			(27,284	)
Net increase (loss) resulting from operations		—			—		—			27,164			13,603			(23,955	)		16,812

Balances at March 31, 2016		50,846,000		$	508	$	1,026,233		$	7,061		$	(36,050	)	$	79,246		$	1,076,998

The accompanying notes are an integral part of these financial statements

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MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)

	Three Months Ended March 31,

	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	16,812		$	35,424
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Investments in portfolio companies		(113,945	)		(256,046	)
Proceeds from sales and repayments of debt investments in portfolio companies		69,028			143,122
Proceeds from sales and return of capital of equity investments in portfolio companies		21,891			5,952
Investments in marketable securities and idle funds investments		—			(2,047	)
Proceeds from sales and repayments of marketable securities and idle funds investments		559			1,304
Net change in net unrealized appreciation (depreciation)		26,218			(13,762	)
Net realized (gain) loss		(13,603	)		2,120
Accretion of unearned income		(1,921	)		(2,018	)
Payment-in-kind interest		(1,303	)		(806	)
Cumulative dividends		(321	)		(376	)
Share-based compensation expense		1,589			1,263
Amortization of deferred financing costs		644			629
Deferred tax (benefit) provision		(2,633	)		(291	)
Changes in other assets and liabilities:
Interest receivable and other assets		(2,390	)		(746	)
Interest payable		1,226			761
Accounts payable and other liabilities		(6,269	)		(7,729	)
Deferred fees and other		632			627

Net cash used in operating activities		(3,786	)		(92,619	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offering of common stock, net of offering costs		9,781			127,764
Dividends paid		(23,990	)		(19,545	)
Proceeds from credit facility		70,000			156,000
Repayments on credit facility		(55,000	)		(210,000	)
Other		(113	)		(17	)

Net cash provided by financing activities		678			54,202

Net decrease in cash and cash equivalents		(3,108	)		(38,417	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		20,331			60,432

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	17,223		$	22,015



Supplemental cash flow disclosures:
Interest paid	$	6,282		$	6,406
Taxes paid	$	1,172		$	1,934
Non-cash financing activities:
Shares issued pursuant to the DRIP	$	3,256		$	3,465

The accompanying notes are an integral part of these financial statements

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments

March 31, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)	Principal(4)		Cost(4)		Fair Value


Control Investments(5)

Access Media Holdings, LLC(10)	Private Cable Operator
		5.00% Current / 5.00% PIK Secured Debt (Maturity—July 22, 2020)	$	21,825	$	21,825	$	20,651
		Preferred Member Units (5,265,000 units; 12% cumulative)				5,159		2,130
		Member Units (45 units)				1		—

						26,985		22,781

AmeriTech College, LLC	For-Profit Nursing and Healthcare College
		10% Secured Debt (Maturity—May 15, 2016)		514		514		514
		10% Secured Debt (Maturity—November 30, 2019)		489		489		489
		10% Secured Debt (Maturity—January 31, 2020)		3,025		3,025		3,025
		Preferred Member Units (294 units; 5%)(8)				2,291		2,291

						6,319		6,319

ASC Interests, LLC	Recreational and Educational Shooting Facility
		11% Secured Debt (Maturity—July 31, 2018)		2,250		2,225		2,250
		Member Units (1,500 units)(8)				1,500		2,560

						3,725		4,810

Bond-Coat, Inc.	Casing and Tubing Coating Services
		12% Secured Debt (Maturity—December 28, 2017)		11,596		11,530		11,596
		Common Stock (57,508 shares)				6,350		7,490

						17,880		19,086

Café Brazil, LLC	Casual Restaurant Group
		Member Units (1,233 units)(8)				1,742		6,570

CBT Nuggets, LLC	Produces and Sells IT Training Certification Videos
		Member Units (416 units)(8)				1,300		45,750

CMS Minerals LLC	Oil & Gas Exploration & Production
		Preferred Member Units (458 units)(8)				2,530		5,750

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

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


Datacom, LLC	Technology and Telecommunications Provider
		5.25% Current / 5.25% PIK Secured Debt (Maturity—May 31, 2019)	11,256	11,178	10,810
		Class A Preferred Member Units (15% cumulative)(8)		1,181	1,224
		Class B Preferred Member Units (6,453 units)		6,030	4,602

				18,389	16,636

Garreco, LLC	Manufacturer and Supplier of Dental Products
		14% Secured Debt (Maturity—January 12, 2018)	5,800	5,745	5,745
		Member Units (1,200 units)		1,200	1,090

				6,945	6,835

GRT Rubber Technologies LLC	Manufacturer of Engineered Rubber Products
		LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—December 19, 2019)(9)	13,903	13,793	13,903
		Member Units (5,879 units)		13,065	18,030

				26,858	31,933

Gulf Manufacturing, LLC	Manufacturer of Specialty Fabricated Industrial Piping Products
		9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity—June 30, 2017)	777	777	777
		Member Units (438 units)(8)		2,980	10,960

				3,757	11,737

Harrison Hydra-Gen, Ltd.	Manufacturer of Hydraulic Generators
		Common Stock (107,456 shares)		718	2,700

Hawthorne Customs and Dispatch Services, LLC	Facilitator of Import Logistics, Brokerage, and Warehousing
		Member Units (500 units)(8)		589	280
		Member Units (Wallisville Real Estate, LLC) (588,210 units)(8)		1,215	2,220

				1,804	2,500

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

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


HW Temps LLC	Temporary Staffing Solutions
		LIBOR Plus 9.50% (Floor 1.00%), Current Coupon 10.50%, Secured Debt (Maturity July 2, 2020)(9)	9,976	9,888	9,888
		Preferred Member Units (3,200 units)(8)		3,942	4,950

				13,830	14,838

Hydratec, Inc.	Designer and Installer of Micro-Irrigation Systems
		Common Stock (7,095 shares)(8)		7,095	15,410

IDX Broker, LLC	Provider of Marketing and CRM Tools for the Real Estate Industry
		12.5% Secured Debt (Maturity—November 15, 2018)	11,350	11,286	11,350
		Member Units (5,400 units)		5,606	6,440

				16,892	17,790

Indianapolis Aviation Partners, LLC	Fixed Base Operator
		15% Secured Debt (Maturity—July 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 10.25%, Secured Debt (Maturity—November 14, 2016)(9)	4,405	4,386	4,405
		Member Units (627 units)(8)		811	5,200

				5,197	9,605

Lamb's Venture, LLC	Aftermarket Automotive Services Chain
		11% Secured Debt (Maturity—May 31, 2018)	7,849	7,849	7,849
		Preferred Equity (non-voting)		328	328
		Member Units (742 units)		5,273	5,160
		9.5% Secured Debt (Lamb's Real Estate Investment I, LLC) (Maturity—October 1, 2025)	906	906	906
		Member Units (Lamb's Real Estate Investment I, LLC) (1,000 units)(8)		625	1,240

				14,981	15,483

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MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

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


Lighting Unlimited, LLC	Commercial and Residential Lighting Products and Design Services
		8% Secured Debt (Maturity—August 22, 2016)	1,514	1,514	1,514
		Preferred Equity (non-voting)		434	430
		Warrants (71 equivalent units)		54	30
		Member Units (700 units)		100	260

				2,102	2,234

Marine Shelters Holdings, LLC (LoneStar Marine Shelters)	Fabricator of Marine and Industrial Shelters
		12% PIK Secured Debt (Maturity—December 28, 2017)	9,330	9,252	8,910
		Preferred Member Units (3,810 units)		5,352	3,801

				14,604	12,711

MH Corbin Holding LLC	Manufacturer and distributor of traffic safety products
		10% Secured Debt (Maturity—August 31, 2020)	13,825	13,701	13,701
		Preferred Member Units (4,000 shares)		6,000	6,000

				19,701	19,701

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)		1,244	2,420
		9.5% Secured Debt (Mid—Columbia Real Estate, LLC) (Maturity—May 13, 2025)	870	870	870
		Member Units (Mid—Columbia Real Estate, LLC) (250 units)(8)		250	550

				8,014	9,490

MSC Adviser I, LLC(16)	Third Party Investment Advisory Services
		Member Units (Fully diluted 100.0%)(8)		—	27,792

Mystic Logistics Holdings, LLC	Logistics and Distribution Services Provider for Large Volume Mailers
		12% Secured Debt (Maturity—August 15, 2019)	9,448	9,292	9,448
		Common Stock (5,873 shares)(8)		2,720	5,390

				12,012	14,838

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

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


NAPCO Precast, LLC	Precast Concrete Manufacturing
		Prime Plus 2.00% (Floor 7.00%), Current Coupon 9.00%, Secured Debt (Maturity—February 1, 2019)(9)	3,069	3,039	3,069
		18% Secured Debt (Maturity—February 1, 2019)	4,471	4,427	4,471
		Member Units (2,955 units)(8)		2,975	9,060

				10,441	16,600

NRI Clinical Research, LLC	Clinical Research Service Provider
		14% Secured Debt (Maturity—September 8, 2017)	4,510	4,443	4,443
		Warrants (251,723 equivalent units)		252	380
		Member Units (1,454,167 units)		765	1,422

				5,460	6,245

NRP Jones, LLC	Manufacturer of Hoses, Fittings and Assemblies
		6% Current / 6% PIK Secured Debt (Maturity—December 22, 2016)	13,293	13,082	13,082
		Warrants (14,331 equivalent units)		817	150
		Member Units (50,877 units)		2,900	490

				16,799	13,722

OMi Holdings, Inc.	Manufacturer of Overhead Cranes
		Common Stock (1,500 shares)		1,080	14,570

Pegasus Research Group, LLC (Televerde)	Provider of Telemarketing and Data Services
		Member Units (460 units)(8)		1,290	8,030

PPL RVs, Inc.	Recreational Vehicle Dealer
		11.1% Secured Debt (Maturity—July 1, 2016)	9,710	9,710	9,710
		Common Stock (1,962 shares)		2,150	10,060

				11,860	19,770

Principle Environmental, LLC	Noise Abatement Service Provider
		12% Secured Debt (Maturity—April 30, 2017)	4,060	4,060	4,060
		12% Current / 2% PIK Secured Debt (Maturity—April 30, 2017)	3,327	3,327	3,327
		Preferred Member Units (19,631 units)(8)		4,663	4,600
		Warrants (1,036 equivalent units)		1,200	120

				13,250	12,107

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

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


Quality Lease Service, LLC	Provider of Rigsite Accommodation Unit Rentals and Related Services
		8% PIK Secured Debt (Maturity—June 8, 2020)	6,664	6,664	6,664
		Member Units (1,000 units)		568	2,638

				7,232	9,302

River Aggregates, LLC	Processor of Construction Aggregates
		Zero Coupon Secured Debt (Maturity—June 30, 2018)	750	573	573
		Member Units (1,150 units)(8)		1,150	4,090
		Member Units (RA Properties, LLC) (1,500 units)		369	2,440

				2,092	7,103

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)	8,075	8,014	8,075
		Member Units (4,450 units)(8)		4,930	7,480

				12,944	15,555

The MPI Group, LLC	Manufacturer of Custom Hollow Metal Doors, Frames and Accessories
		9% Secured Debt (Maturity—October 2, 2018)	2,924	2,921	2,921
		Series A Preferred Units (2,500 units; 10% Cumulative)		2,500	690
		Warrants (1,424 equivalent units)		1,096	—
		Member Units (MPI Real Estate Holdings, LLC) (100% Fully diluted)(8)		2,300	2,300

				8,817	5,911

Travis Acquisition LLC	Manufacturer of Aluminum Trailers
		12% Secured Debt (Maturity—August 30, 2018)	3,398	3,360	3,398
		Member Units (7,282 units)		7,100	17,320

				10,460	20,718

Uvalco Supply, LLC	Farm and Ranch Supply Store
		9% Secured Debt (Maturity—January 1, 2019)	1,207	1,207	1,207
		Member Units (2,011 units)(8)		3,843	5,710

				5,050	6,917

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)		Cost(4)		Fair Value


Vision Interests, Inc.	Manufacturer / Installer of Commercial Signage
		13% Secured Debt (Maturity—December 23, 2016)	3,071		3,057		3,057
		Series A Preferred Stock (3,000,000 shares)			3,000		3,550
		Common Stock (1,126,242 shares)			3,706		211

					9,763		6,818

Ziegler's NYPD, LLC	Casual Restaurant Group
		6.5% Secured Debt (Maturity—October 1, 2019)	1,000		992		992
		12% Secured Debt (Maturity—October 1, 2019)	500		500		500
		14% Secured Debt (Maturity—October 1, 2019)	2,750		2,750		2,750
		Warrants (587 equivalent units)			600		150
		Preferred Member Units (10,072 units)			2,834		3,400

					7,676		7,792

Subtotal Control Investments (28.6% of total investments at fair value)				$	361,823	$	520,099

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)	Principal(4)		Cost(4)		Fair Value


Affiliate Investments(6)

AFG Capital Group, LLC	Provider of Rent-to-Own Financing Solutions and Services
		11% Secured Debt (Maturity—November 7, 2019)	$	12,960	$	12,629	$	12,808
		Warrants (42 equivalent units)				259		530
		Member Units (186 units)				1,200		2,180

						14,088		15,518

Barfly Ventures, LLC(10)	Casual Restaurant Group
		12% Secured Debt (Maturity—August 31, 2020)		4,121		4,045		3,952
		Options (2 equivalent units)				397		470
		Warrant (1 equivalent unit)				473		240

						4,915		4,662

Boss Industries, LLC	Manufacturer and Distributor of Air, Power and Other Industrial Equipment
		Preferred Member Units (2,242 units)(8)				2,290		2,450

Bridge Capital Solutions Corporation	Financial Services and Cash Flow Solutions Provider
		13% Secured Debt (Maturity—April 18, 2017)		7,000		6,910		7,000
		Warrants (22 equivalent shares)				200		1,380

						7,110		8,380

Buca C, LLC	Casual Restaurant Group
		LIBOR Plus 7.25% (Floor 1.00%), Current Coupon 8.25%, Secured Debt (Maturity—June 30, 2020)(9)		25,530		25,309		25,530
		Preferred Member Units (6 units; 6% cumulative)(8)				3,766		5,770

						29,075		31,300

CAI Software LLC	Provider of Specialized Enterprise Resource Planning Software
		12% Secured Debt (Maturity—October 10, 2019)		4,340		4,307		4,340
		Member Units (65,356 units)(8)				654		1,300

						4,961		5,640

CapFusion, LLC	Business Lender
		13% Secured Debt (Maturity—March 25, 2021)		9,600		8,302		8,302
		Warrants (1,600 equivalent units)				1,200		1,200

						9,502		9,502

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

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


Chandler Signs Holdings, LLC(10)	Sign Manufacturer
		12% Secured Debt (Maturity—July 4, 2021)	4,500	4,456	4,456
		Class A Units (1,500,000 units)		1,500	1,500

				5,956	5,956

Condit Exhibits, LLC	Tradeshow Exhibits / Custom Displays Provider
		Member Units (3,936 units)(8)		100	1,010

Congruent Credit Opportunities Funds(12)(13)	Investment Partnership
		LP Interests (Congruent Credit Opportunities Fund II, LP) (Fully diluted 19.8%)(8)		5,778	1,649
		LP Interests (Congruent Credit Opportunities Fund III, LP) (Fully diluted 17.4%)(8)		12,020	11,903

				17,798	13,552

Daseke, Inc.	Specialty Transportation Provider
		12% Current / 2.5% PIK Secured Debt (Maturity—July 31, 2018)	21,388	21,156	21,388
		Common Stock (19,467 shares)		5,213	22,660

				26,369	44,048

Dos Rios Partners(12)(13)	Investment Partnership
		LP Interests (Dos Rios Partners, LP) (Fully diluted 20.2%)		4,174	2,582
		LP Interests (Dos Rios Partners—A, LP) (Fully diluted 6.4%)		1,325	988

				5,499	3,570

East Teak Fine Hardwoods, Inc.	Distributor of Hardwood Products
		Common Stock (6,250 shares)(8)		480	860

East West Copolymer & Rubber, LLC	Manufacturer of Synthetic Rubbers
		12% Secured Debt (Maturity—October 17, 2019)	9,600	9,470	9,470
		Warrants (2,510,790 equivalent units)		50	50

				9,520	9,520

EIG Traverse Co-Investment, L.P.(12)(13)	Investment Partnership
		LP Interests (Fully diluted 6.6%)(8)		9,805	9,805

Freeport Financial Funds(12)(13)	Investment Partnership
		LP Interests (Freeport Financial SBIC Fund LP) (Fully diluted 9.3%)(8)		5,974	5,768
		LP Interests (Freeport First Lien Loan Fund III LP) (Fully diluted 6.0%)(8)		3,564	3,564

				9,538	9,332

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

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


Gault Financial, LLC (RMB Capital, LLC)	Purchases and Manages Liquidation of Distressed Assets
		10% Secured Debt (Maturity—November 21, 2016)	13,046	12,936	10,969
		Warrants (29,025 equivalent units)		400	—

				13,336	10,969

Glowpoint, Inc.	Provider of Cloud Managed Video Collaboration Services
		8% Secured Debt (Maturity—October 18, 2018)	400	397	397
		12% Secured Debt (Maturity—October 18, 2018)	9,000	8,934	8,640
		Common Stock (7,711,517 shares)		3,958	3,010

				13,289	12,047

Guerdon Modular Holdings, Inc.	Multi-Family and Commercial Modular Construction Company
		LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50%, Secured Debt (Maturity—August 13, 2019)(9)	960	946	946
		13% Secured Debt (Maturity—August 13, 2019)	10,400	10,300	10,300
		Common Stock (212,033 shares)		2,983	1,210

				14,229	12,456

Houston Plating and Coatings, LLC	Provider of Plating and Industrial Coating Services
		Member Units (248,082 units)(8)		996	6,080

I-45 SLF LLC(12)(13)	Investment Partnership
		Member units (Fully diluted 20.0%; 24.4% profits interest)(8)		9,200	9,036

Indianhead Pipeline Services, LLC	Provider of Pipeline Support Services
		12% Secured Debt (Maturity—February 6, 2017)	5,775	5,660	5,660
		Preferred Member Units (33,819 units; 8% cumulative)(8)		2,320	2,569
		Warrants (31,928 equivalent units)		459	—
		Member Units (14,732 units)		1	—

				8,440	8,229

KBK Industries, LLC	Manufacturer of Specialty Oilfield and Industrial Products
		12.5% Secured Debt (Maturity—September 28, 2017)	5,900	5,878	5,900
		Member Units (250 units)(8)		341	3,510

				6,219	9,410

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

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


L.F. Manufacturing Holdings, LLC(10)	Manufacturer of Fiberglass Products
		Member Units (2,179,001 units)(8)		2,019	1,670

MPS Denver, LLC	Specialty Card Printing
		Member Units (13,800 units)		1,130	840

OnAsset Intelligence, Inc.	Provider of Transportation Monitoring / Tracking Products and Services
		12% PIK Secured Debt (Maturity—December 31, 2015)(17)	4,129	4,129	4,129
		Preferred Stock (912 shares; 7% cumulative)		1,981	1,380
		Warrants (5,333 equivalent shares)		1,919	—

				8,029	5,509

OPI International Ltd.(13)	Provider of Man Camp and Industrial Storage Services
		10% Unsecured Debt (Maturity—April 8, 2018)	473	473	473
		Common Stock (20,766,317 shares)		1,371	3,200

				1,844	3,673

PCI Holding Company, Inc.	Manufacturer of Industrial Gas Generating Systems
		12% Secured Debt (Maturity—March 31, 2019)	13,000	12,870	12,870
		Preferred Stock (1,500,000 shares; 20% cumulative)(8)		2,904	4,090

				15,774	16,960

Radial Drilling Services Inc.	Oil and Gas Lateral Drilling Technology Provider
		12% Secured Debt (Maturity—November 22, 2016)(14)	4,200	3,946	1,505
		Warrants (316 equivalent shares)		758	—

				4,704	1,505

Rocaceia, LLC (Quality Lease and Rental Holdings, LLC)	Provider of Rigsite Accommodation Unit Rentals and Related Services
		12% Secured Debt (Maturity—January 8, 2018)(14)(18)	30,785	30,281	250
		Preferred Member Units (250 units)		2,500	—

				32,781	250

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)		Cost(4)		Fair Value


Samba Holdings, Inc.	Provider of Intelligent Driver Record Monitoring Software and Services
		12.5% Secured Debt (Maturity—November 17, 2016)	23,762		23,684		23,762
		Common Stock (170,963 shares)			2,087		30,220

					25,771		53,982

Tin Roof Acquisition Company	Casual Restaurant Group
		12% Secured Debt (Maturity—November 13, 2018)	13,889		13,717		13,717
		Class C Preferred Stock (Fully diluted 10.0%; 10% cumulative)(8)			2,539		2,539

					16,256		16,256

UniTek Global Services, Inc.(11)	Provider of Outsourced Infrastructure Services
		LIBOR Plus 7.50% (Floor 1.00%), Current Coupon 8.50%, Secured Debt (Maturity—January 13, 2019)(9)	2,826		2,826		2,812
		LIBOR Plus 8.50% (Floor 1.00%), Current Coupon 9.50% / 1.00% PIK, Current Coupon Plus PIK 10.50%, Secured Debt (Maturity—January 13, 2019)(9)	1,264		1,264		1,258
		15% PIK Unsecured Debt (Maturity—July 13, 2019)	666		666		662
		Preferred Stock (4,935,377 shares)			4,935		5,800
		Common Stock (705,054 shares)			—		1,120

					9,691		11,652

Universal Wellhead Services Holdings, LLC(10)	Provider of Wellhead Equipment, Designs, and Personnel to the Oil & Gas Industry
		Class A Preferred Units (4,000,000 units; 4.5% cumulative)(8)			4,000		2,020

Volusion, LLC	Provider of Online Software-as-a-Service eCommerce Solutions
		10.5% Secured Debt (Maturity—January 26, 2020)	17,500		16,261		16,261
		Preferred Member Units (4,876,670 units)			14,000		14,000
		Warrants (950,618 equivalent units)			1,400		1,400

					31,661		31,661

Subtotal Affiliate Investments (21.4% of total investments at fair value)				$	376,375	$	389,310

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

Portfolio Company(1)	Business Description	Type of Investment(2)(3)	Principal(4)		Cost(4)		Fair Value


Non-Control/Non-Affiliate Investments(7)

AccuMED Corp.(10)	Medical Device Contract Manufacturer
		LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—October 29, 2020)(9)	$	10,352	$	10,255	$	10,255

Adams Publishing Group, LLC(10)	Local Newspaper Operator
		LIBOR Plus 6.75% (Floor 1.00%), Current Coupon 7.75%, Secured Debt (Maturity—November 3, 2020)(9)		9,263		9,097		9,089

Ahead, LLC(10)	IT Infrastructure Value Added Reseller
		LIBOR Plus 6.50%, Current Coupon 7.10%, Secured Debt (Maturity—November 2, 2020)		14,813		14,398		14,442

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		10,082		9,757

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)		2,175		2,145		1,620

AM3 Pinnacle Corporation(10)	Provider of Comprehensive Internet, TV and Voice Services for Multi-Dwelling Unit Properties
		Common Stock (60,240 shares)				2,000		—

American Seafoods Group, LLC(11)	Catcher-Processor of Alaskan Pollock
		LIBOR Plus 5.00% (Floor 1.00%), Current Coupon 6.00%, Secured Debt (Maturity—August 19, 2021)(9)		9,875		9,864		9,616

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)		7,887		7,786		7,769

Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule Of Investments (Continued)

March 31, 2016

(dollars in thousands)

(Unaudited)

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


Anchor Hocking, LLC(11)	Household Products Manufacturer
		LIBOR Plus 9.00% (Floor 1.00%), Current Coupon 10.00%, Secured Debt (Maturity—June 4, 2018)(9)	2,294		2,294	2,128
		Member Units (440,620 units)			4,928	3,084

					7,222	5,212

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)	11,314		11,116	10,522

Apex Linen Service, Inc.	Industrial Launderers
		LIBOR Plus 6.00% (Floor 1.00%), Current Coupon 7.00%, Secured Debt (Maturity—October 30, 2022)(9)	1,600		1,600	1,600
		13% Secured Debt (Maturity—October 30, 2022)	12,000		11,927	11,927

					13,527	13,527

Applied Products, Inc.(10)	Adhesives Distributor
		LIBOR Plus 6.50% (Floor 1.00%), Current Coupon 7.50%, Secured Debt (Maturity—September 30, 2019)(9)	4,684		4,642	4,565

Arcus Hunting LLC.(10)	Manufacturer of Bowhunting and Archery Products and Accessories			<