UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: to
Commission File Number: 001-33723
Main Street Capital Corporation
(Exact name of registrant as specified in its charter)
|
Maryland |
|
41-2230745 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
1300 Post Oak Boulevard, Suite 800 |
|
|
|
Houston, TX |
|
77056 |
|
(Address of principal executive offices) |
|
(Zip Code) |
(713) 350-6000
(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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer £ |
|
Accelerated filer x |
|
|
|
|
|
Non-accelerated filer £ |
|
Smaller reporting company £ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares outstanding of the issuer’s common stock as of November 4, 2010 was 18,712,571.
PART I — FINANCIAL INFORMATION
MAIN STREET CAPITAL CORPORATION
|
|
|
September 30, 2010 |
|
December 31, 2009 |
|
||
|
|
|
(Unaudited) |
|
|
|
||
|
ASSETS |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Portfolio investments at fair value: |
|
|
|
|
|
||
|
Control investments (cost: $160,346,215 and $59,544,719 as of September 30, 2010 and December 31, 2009, respectively) |
|
$ |
174,110,910 |
|
$ |
66,400,667 |
|
|
Affiliate investments (cost: $55,523,049 and $39,252,445 as of September 30, 2010 and December 31, 2009, respectively) |
|
68,442,197 |
|
46,886,202 |
|
||
|
Non-Control/Non-Affiliate investments (cost: $60,220,193 and $27,482,826 as of September 30, 2010 and December 31, 2009, respectively) |
|
59,346,115 |
|
27,416,287 |
|
||
|
Investment in affiliated Investment Manager (cost: $4,284,042 and $18,000,000 as of September 30, 2010 and December 31, 2009, respectively) |
|
1,979,222 |
|
16,036,838 |
|
||
|
|
|
|
|
|
|
||
|
Total portfolio investments (cost: $280,373,499 and $144,279,990 as of September 30, 2010 and December 31, 2009, respectively) |
|
303,878,444 |
|
156,739,994 |
|
||
|
Marketable securities and idle funds investments (cost: $46,862,426 and $3,252,954 as of September 30, 2010 and December 31, 2009, respectively) |
|
46,966,349 |
|
3,252,954 |
|
||
|
|
|
|
|
|
|
||
|
Total investments (cost: $327,235,925 and $147,532,944 as of September 30, 2010 and December 31, 2009, respectively) |
|
350,844,793 |
|
159,992,948 |
|
||
|
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
58,334,422 |
|
30,619,998 |
|
||
|
Deferred tax asset |
|
2,003,966 |
|
2,716,400 |
|
||
|
Interest receivable and other assets |
|
5,050,940 |
|
1,509,608 |
|
||
|
Deferred financing costs (net of accumulated amortization of $1,375,452 and $1,071,676 as of September 30, 2010 and December 31, 2009, respectively) |
|
2,669,612 |
|
1,611,508 |
|
||
|
|
|
|
|
|
|
||
|
Total assets |
|
$ |
418,903,733 |
|
$ |
196,450,462 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
SBIC debentures (par: $180,000,000 and $65,000,000 as of September 30, 2010 and December 31, 2009, respectively; of which $72,606,150 is recorded at fair value as of September 30, 2010) |
|
$ |
157,606,150 |
|
$ |
65,000,000 |
|
|
Investment securities trade payable |
|
14,902,816 |
|
— |
|
||
|
Interest payable |
|
683,155 |
|
1,069,148 |
|
||
|
Dividend payable |
|
2,333,265 |
|
— |
|
||
|
Payable to affiliated Investment Manager |
|
710,779 |
|
217,422 |
|
||
|
Accounts payable and other liabilities |
|
777,992 |
|
503,761 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities |
|
177,014,157 |
|
66,790,331 |
|
||
|
Commitments and contingencies |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
NET ASSETS |
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Common stock, $0.01 par value per share (150,000,000 shares authorized; 18,666,187 and 10,842,447 issued and outstanding as of September 30, 2010 and December 31, 2009, respectively) |
|
186,662 |
|
108,425 |
|
||
|
Additional paid-in capital |
|
221,830,421 |
|
123,534,156 |
|
||
|
Accumulated net investment income |
|
7,349,805 |
|
7,269,866 |
|
||
|
Accumulated net realized gain (loss) from investments |
|
(20,545,573 |
) |
(15,922,020 |
) |
||
|
Net unrealized appreciation, net of income taxes |
|
28,869,311 |
|
14,669,704 |
|
||
|
|
|
|
|
|
|
||
|
Total Net Asset Value |
|
237,690,626 |
|
129,660,131 |
|
||
|
|
|
|
|
|
|
||
|
Noncontrolling interest |
|
4,198,950 |
|
— |
|
||
|
|
|
|
|
|
|
||
|
Total net assets including noncontrolling interests |
|
241,889,576 |
|
129,660,131 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities and net assets |
|
$ |
418,903,733 |
|
$ |
196,450,462 |
|
|
|
|
|
|
|
|
||
|
NET ASSET VALUE PER SHARE |
|
$ |
12.73 |
|
$ |
11.96 |
|
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Operations
(Unaudited)
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
||||||||
|
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
INVESTMENT INCOME: |
|
|
|
|
|
|
|
|
|
||||
|
Interest, fee and dividend income: |
|
|
|
|
|
|
|
|
|
||||
|
Control investments |
|
$ |
4,497,476 |
|
$ |
2,519,354 |
|
$ |
12,625,127 |
|
$ |
6,353,175 |
|
|
Affiliate investments |
|
1,975,131 |
|
1,022,440 |
|
5,737,576 |
|
3,357,997 |
|
||||
|
Non-Control/Non-Affiliate investments |
|
2,124,603 |
|
429,546 |
|
4,674,031 |
|
825,719 |
|
||||
|
Total interest, fee and dividend income |
|
8,597,210 |
|
3,971,340 |
|
23,036,734 |
|
10,536,891 |
|
||||
|
Interest from marketable securities, idle funds and other |
|
408,745 |
|
530,258 |
|
1,794,279 |
|
1,157,202 |
|
||||
|
Total investment income |
|
9,005,955 |
|
4,501,598 |
|
24,831,013 |
|
11,694,093 |
|
||||
|
EXPENSES: |
|
|
|
|
|
|
|
|
|
||||
|
Interest |
|
(2,283,262 |
) |
(957,413 |
) |
(6,388,367 |
) |
(2,830,325 |
) |
||||
|
General and administrative |
|
(367,074 |
) |
(317,141 |
) |
(1,038,972 |
) |
(1,061,928 |
) |
||||
|
Expenses reimbursed to affiliated Investment Manager |
|
(1,151,713 |
) |
(226,237 |
) |
(3,634,511 |
) |
(306,175 |
) |
||||
|
Share-based compensation |
|
(446,342 |
) |
(375,766 |
) |
(1,049,258 |
) |
(767,218 |
) |
||||
|
Total expenses |
|
(4,248,391 |
) |
(1,876,557 |
) |
(12,111,108 |
) |
(4,965,646 |
) |
||||
|
NET INVESTMENT INCOME |
|
4,757,564 |
|
2,625,041 |
|
12,719,905 |
|
6,728,447 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
NET REALIZED GAIN (LOSS) FROM INVESTMENTS: |
|
|
|
|
|
|
|
|
|
||||
|
Control investments |
|
(1,868,465 |
) |
— |
|
(3,587,638 |
) |
865,651 |
|
||||
|
Non-Control/Non-Affiliate investments |
|
156,476 |
|
— |
|
156,476 |
|
— |
|
||||
|
Marketable securities and idle funds investments |
|
179,633 |
|
158,340 |
|
493,581 |
|
613,183 |
|
||||
|
Total net realized gain (loss) from investments |
|
(1,532,356 |
) |
158,340 |
|
(2,937,581 |
) |
1,478,834 |
|
||||
|
NET REALIZED INCOME |
|
3,225,208 |
|
2,783,381 |
|
9,782,324 |
|
8,207,281 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): |
|
|
|
|
|
|
|
|
|
||||
|
Portfolio investments |
|
5,314,507 |
|
2,857,574 |
|
11,386,598 |
|
1,403,673 |
|
||||
|
Marketable securities and idle funds investments |
|
335,205 |
|
413,974 |
|
103,924 |
|
242,883 |
|
||||
|
SBIC debentures |
|
3,035,336 |
|
— |
|
4,792,390 |
|
— |
|
||||
|
Investment in affiliated Investment Manager |
|
(55,462 |
) |
(390,238 |
) |
(341,658 |
) |
(334,920 |
) |
||||
|
Total net change in unrealized appreciation |
|
8,629,586 |
|
2,881,310 |
|
15,941,254 |
|
1,311,636 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income tax (provision) benefit |
|
(358,647 |
) |
1,372,451 |
|
(779,907 |
) |
789,564 |
|
||||
|
Bargain purchase gain |
|
— |
|
— |
|
4,890,582 |
|
— |
|
||||
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
11,496,147 |
|
7,037,142 |
|
29,834,253 |
|
10,308,481 |
|
||||
|
Noncontrolling interest |
|
(552,845 |
) |
— |
|
(961,740 |
) |
— |
|
||||
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCK |
|
$ |
10,943,302 |
|
$ |
7,037,142 |
|
$ |
28,872,513 |
|
$ |
10,308,481 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
NET INVESTMENT INCOME PER SHARE - BASIC AND DILUTED |
|
$ |
0.28 |
|
$ |
0.25 |
|
$ |
0.81 |
|
$ |
0.69 |
|
|
NET REALIZED INCOME PER SHARE - BASIC AND DILUTED |
|
$ |
0.19 |
|
$ |
0.26 |
|
$ |
0.62 |
|
$ |
0.84 |
|
|
DIVIDENDS PAID PER SHARE |
|
$ |
0.38 |
|
$ |
0.38 |
|
$ |
1.13 |
|
$ |
1.13 |
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCK PER SHARE - BASIC AND DILUTED |
|
$ |
0.65 |
|
$ |
0.66 |
|
$ |
1.87 |
|
$ |
1.05 |
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED |
|
16,878,088 |
|
10,701,603 |
|
15,469,890 |
|
9,788,226 |
|
||||
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Changes in Net Assets
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
Net Unrealized |
|
|
|
|
|
Assets |
|
||||||||
|
|
|
Common Stock |
|
Additional |
|
Accumulated |
|
Net Realized |
|
Appreciation, |
|
|
|
|
|
Including |
|
||||||||||
|
|
|
Number |
|
Par |
|
Paid-In |
|
Net Investment |
|
Gain (Loss) |
|
Net of Income |
|
Total Net |
|
Noncontrolling |
|
Noncontrolling |
|
||||||||
|
|
|
of Shares |
|
Value |
|
Capital |
|
Income |
|
From Investments |
|
Taxes |
|
Asset Value |
|
Interest |
|
Interest |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balances at December 31, 2008 |
|
9,206,483 |
|
$ |
92,065 |
|
$ |
104,467,740 |
|
$ |
10,155,593 |
|
$ |
(6,497,098 |
) |
$ |
4,137,756 |
|
$ |
112,356,056 |
|
$ |
— |
|
$ |
112,356,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Public offering of common stock, net of offering costs |
|
1,437,500 |
|
14,375 |
|
16,176,533 |
|
— |
|
— |
|
— |
|
16,190,908 |
|
— |
|
16,190,908 |
|
||||||||
|
Share-based compensation |
|
— |
|
— |
|
767,218 |
|
— |
|
— |
|
— |
|
767,218 |
|
— |
|
767,218 |
|
||||||||
|
Dividend reinvestment |
|
178,780 |
|
1,787 |
|
2,343,329 |
|
— |
|
— |
|
— |
|
2,345,116 |
|
— |
|
2,345,116 |
|
||||||||
|
Share repurchase program |
|
(164,544 |
) |
(1,645 |
) |
(1,615,461 |
) |
— |
|
— |
|
— |
|
(1,617,106 |
) |
— |
|
(1,617,106 |
) |
||||||||
|
Issuance of restricted stock |
|
107,824 |
|
1,078 |
|
(1,078 |
) |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||
|
Purchase of vested stock for employee payroll tax withholding |
|
(16,403 |
) |
(164 |
) |
(251,979 |
) |
— |
|
— |
|
— |
|
(252,143 |
) |
— |
|
(252,143 |
) |
||||||||
|
Dividends to stockholders |
|
— |
|
— |
|
— |
|
(10,164,522 |
) |
(871,183 |
) |
— |
|
(11,035,705 |
) |
— |
|
(11,035,705 |
) |
||||||||
|
Net increase resulting from operations |
|
— |
|
— |
|
— |
|
6,728,447 |
|
1,478,834 |
|
2,101,200 |
|
10,308,481 |
|
— |
|
10,308,481 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balances at September 30, 2009 |
|
10,749,640 |
|
$ |
107,496 |
|
$ |
121,886,302 |
|
$ |
6,719,518 |
|
$ |
(5,889,447 |
) |
$ |
6,238,956 |
|
$ |
129,062,825 |
|
$ |
— |
|
$ |
129,062,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balances at December 31, 2009 |
|
10,842,447 |
|
$ |
108,425 |
|
$ |
123,534,156 |
|
$ |
7,269,866 |
|
$ |
(15,922,020 |
) |
$ |
14,669,704 |
|
$ |
129,660,131 |
|
$ |
— |
|
$ |
129,660,131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
MSC II exchange offer and related transactions |
|
1,246,803 |
|
12,468 |
|
20,080,623 |
|
4,890,582 |
|
— |
|
— |
|
24,983,673 |
|
3,237,210 |
|
28,220,883 |
|
||||||||
|
Public offerings of common stock, net of offering costs |
|
6,095,000 |
|
60,950 |
|
85,864,532 |
|
— |
|
— |
|
— |
|
85,925,482 |
|
— |
|
85,925,482 |
|
||||||||
|
Share-based compensation |
|
— |
|
— |
|
1,049,258 |
|
— |
|
— |
|
— |
|
1,049,258 |
|
— |
|
1,049,258 |
|
||||||||
|
Dividend reinvestment |
|
347,474 |
|
3,474 |
|
5,388,728 |
|
— |
|
— |
|
— |
|
5,392,202 |
|
— |
|
5,392,202 |
|
||||||||
|
Issuance of restricted stock |
|
157,277 |
|
1,573 |
|
(1,573 |
) |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||
|
Purchase of vested stock for employee payroll tax withholding |
|
(22,814 |
) |
(228 |
) |
(369,345 |
) |
— |
|
— |
|
— |
|
(369,573 |
) |
— |
|
(369,573 |
) |
||||||||
|
Adjustment to investment in Investment Manager related to the MSC II Exchange Offer |
|
— |
|
— |
|
(13,715,958 |
) |
— |
|
— |
|
— |
|
(13,715,958 |
) |
— |
|
(13,715,958 |
) |
||||||||
|
Dividends to stockholders |
|
— |
|
— |
|
— |
|
(17,530,548 |
) |
(1,685,972 |
) |
— |
|
(19,216,520 |
) |
— |
|
(19,216,520 |
) |
||||||||
|
Net increase resulting from operations |
|
— |
|
— |
|
— |
|
12,719,905 |
|
(2,937,581 |
) |
15,161,347 |
|
24,943,671 |
|
— |
|
24,943,671 |
|
||||||||
|
Noncontrolling interest |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(961,740 |
) |
(961,740 |
) |
961,740 |
|
— |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balances at September 30, 2010 |
|
18,666,187 |
|
$ |
186,662 |
|
$ |
221,830,421 |
|
$ |
7,349,805 |
|
$ |
(20,545,573 |
) |
$ |
28,869,311 |
|
$ |
237,690,626 |
|
$ |
4,198,950 |
|
$ |
241,889,576 |
|
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
Nine Months Ended September 30, |
|
||||
|
|
|
2010 |
|
2009 |
|
||
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
||
|
Net increase in net assets resulting from operations: |
|
$ |
29,834,253 |
|
$ |
10,308,481 |
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: |
|
|
|
|
|
||
|
Net change in unrealized (appreciation) |
|
(17,364,223 |
) |
(1,311,636 |
) |
||
|
Net realized (gain) loss from investments |
|
2,937,581 |
|
(1,478,834 |
) |
||
|
Bargain purchase gain |
|
(4,890,582 |
) |
— |
|
||
|
Accretion of unearned income |
|
(1,574,423 |
) |
(457,835 |
) |
||
|
Net payment-in-kind interest accrual |
|
(1,412,345 |
) |
(458,738 |
) |
||
|
Share-based compensation expense |
|
1,049,258 |
|
767,218 |
|
||
|
Amortization of deferred financing costs |
|
319,473 |
|
324,935 |
|
||
|
Deferred taxes |
|
629,607 |
|
(64,427 |
) |
||
|
Other |
|
1,422,969 |
|
(732,326 |
) |
||
|
Changes in other assets and liabilities: |
|
|
|
|
|
||
|
Interest receivable and other assets |
|
(943,967 |
) |
(247,416 |
) |
||
|
Interest payable |
|
(1,729,091 |
) |
(818,463 |
) |
||
|
Payable to affiliated Investment Manager |
|
493,357 |
|
(90,284 |
) |
||
|
Accounts payable and other liabilities |
|
(52,279 |
) |
(1,188,536 |
) |
||
|
Net cash provided by operating activities |
|
8,719,588 |
|
4,552,139 |
|
||
|
|
|
|
|
|
|
||
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
||
|
Investments in portfolio companies |
|
(91,665,945 |
) |
(16,540,965 |
) |
||
|
Investments in marketable securities and idle funds investments |
|
(62,004,440 |
) |
(72,925,566 |
) |
||
|
Cash acquired in MSC II exchange offer |
|
2,489,920 |
|
— |
|
||
|
Proceeds from marketable securities and idle funds investments |
|
29,154,403 |
|
44,036,959 |
|
||
|
Principal payments received on loans and debt securities |
|
20,922,671 |
|
7,580,630 |
|
||
|
Proceeds from sale of equity securities and related notes |
|
3,151,500 |
|
— |
|
||
|
Net cash used in investing activities |
|
(97,951,891 |
) |
(37,848,942 |
) |
||
|
|
|
|
|
|
|
||
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
||
|
Share repurchase program |
|
— |
|
(1,617,106 |
) |
||
|
Proceeds from public offering of common stock, net of offering costs |
|
85,925,482 |
|
16,190,908 |
|
||
|
Dividends paid to stockholders |
|
(11,491,053 |
) |
(8,472,560 |
) |
||
|
Net change in DRIP deposit |
|
— |
|
400,000 |
|
||
|
Proceeds from issuance of SBIC debentures |
|
45,000,000 |
|
— |
|
||
|
Proceeds from line of credit |
|
36,650,000 |
|
— |
|
||
|
Repayments on line of credit |
|
(36,650,000 |
) |
— |
|
||
|
Purchase of vested stock for employee payroll tax withholding |
|
(369,573 |
) |
(252,143 |
) |
||
|
Payment of deferred loan costs and SBIC debenture fees |
|
(2,118,129 |
) |
(110,423 |
) |
||
|
Net cash provided by financing activities |
|
116,946,727 |
|
6,138,676 |
|
||
|
|
|
|
|
|
|
||
|
Net increase (decrease) in cash and cash equivalents |
|
27,714,424 |
|
(27,158,127 |
) |
||
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
30,619,998 |
|
35,374,826 |
|
||
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
58,334,422 |
|
$ |
8,216,699 |
|
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2010
(Unaudited)
|
Portfolio Company/Type of Investment (1) (2) |
|
Industry |
|
Principal (6) |
|
Cost (6) |
|
Fair Value |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Control Investments (3) |
|
|
|
|
|
|
|
|
|
|||
|
Café Brazil, LLC |
|
Casual Restaurant Group |
|
|
|
|
|
|
|
|||
|
12% Secured Debt (Maturity - April 20, 2011) |
|
|
$ |
2,100,000 |
|
$ |
2,095,365 |
|
$ |
2,100,000 |
|
|
|
Member Units (7) (Fully diluted 41.0%) |
|
|
|
|
|
41,837 |
|
1,990,000 |
|
|||
|
|
|
|
|
|
|
2,137,202 |
|
4,090,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
California Healthcare Medical Billing, Inc. |
|
Healthcare Billing and Records Management |
|
|
|
|
|
|
|
|||
|
12% Secured Debt (Maturity - October 17, 2013) |
|
|
4,500,000 |
|
4,416,485 |
|
4,416,485 |
|
||||
|
12% Current / 6% PIK Secured Debt (Maturity - October 17, 2013) |
|
|
|
2,303,000 |
|
2,069,734 |
|
2,129,633 |
|
|||
|
Common Stock (Fully diluted 9.8%) |
|
|
|
|
|
1,176,667 |
|
1,540,000 |
|
|||
|
Warrants (Fully diluted 19.6%) |
|
|
|
|
|
1,093,333 |
|
3,600,333 |
|
|||
|
|
|
|
|
|
|
8,756,219 |
|
11,686,451 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
CBT Nuggets, LLC |
|
Produces and Sells IT Certification Training Videos |
|
|
|
|
|
|
|
|||
|
14% Secured Debt (Maturity - December 31, 2013) |
|
|
2,800,000 |
|
2,780,447 |
|
2,792,180 |
|
||||
|
10% Secured Debt (Maturity - March 31, 2012) |
|
|
1,175,000 |
|
1,175,000 |
|
1,175,000 |
|
||||
|
Member Units (7) (Fully diluted 39.9%) |
|
|
|
|
|
1,299,520 |
|
3,330,000 |
|
|||
|
|
|
|
|
|
|
5,254,967 |
|
7,297,180 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Ceres Management, LLC (Lambs) |
|
Aftermarket Automotive Services Chain |
|
|
|
|
|
|
|
|||
|
14% Secured Debt (Maturity - May 31, 2013) |
|
|
4,000,000 |
|
3,961,558 |
|
3,961,558 |
|
||||
|
Member Units (Fully diluted 70%) |
|
|
|
|
|
1,813,333 |
|
1,890,000 |
|
|||
|
Class B Member Units (15% cumulative compounding quarterly) (Non-voting) |
|
|
|
|
|
1,207,631 |
|
1,207,631 |
|
|||
|
9.5% Secured Debt (Lamb’s Real Estate Investment I, LLC) (Maturity - August 31, 2014) |
|
|
|
1,225,000 |
|
1,225,000 |
|
1,225,000 |
|
|||
|
Member Units (7) (Lamb’s Real Estate Investment I, LLC) (Fully diluted 100%) |
|
|
|
|
|
625,000 |
|
625,000 |
|
|||
|
|
|
|
|
|
|
8,832,522 |
|
8,909,189 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Condit Exhibits, LLC |
|
Tradeshow Exhibits/ Custom Displays |
|
4,555,370 |
|
4,510,901 |
|
4,510,901 |
|
|||
|
9% current / 9% PIK Secured Debt (Maturity - July 1, 2013) |
|
|||||||||||
|
Warrants (Fully diluted 46.9%) |
|
|
|
|
|
320,000 |
|
50,000 |
|
|||
|
|
|
|
|
|
|
4,830,901 |
|
4,560,901 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Currie Acquisitions, LLC |
|
Manufacturer of Electric Bicycles/Scooters |
|
|
|
|
|
|
|
|||
|
12% Secured Debt (Maturity - March 1, 2015) |
|
|
4,750,000 |
|
3,940,023 |
|
3,940,023 |
|
||||
|
Warrants (Fully diluted 47.3%) |
|
|
|
|
|
2,566,204 |
|
2,566,204 |
|
|||
|
|
|
|
|
|
|
6,506,227 |
|
6,506,227 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Gulf Manufacturing, LLC |
|
Industrial Metal Fabrication |
|
|
|
|
|
|
|
|||
|
8% Secured Debt (Maturity - August 31, 2014) |
|
|
3,960,000 |
|
3,960,000 |
|
3,960,000 |
|
||||
|
13% Secured Debt (Maturity - August 31, 2012) |
|
|
|
1,840,000 |
|
1,803,286 |
|
1,835,238 |
|
|||
|
9% PIK Secured Debt (Maturity - June 30, 2017) |
|
|
|
1,420,784 |
|
1,420,784 |
|
1,420,784 |
|
|||
|
Member Units (7) (Fully diluted 34.2%) |
|
|
|
|
|
2,979,813 |
|
5,250,000 |
|
|||
|
|
|
|
|
|
|
10,163,883 |
|
12,466,022 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Harrison Hydra-Gen, Ltd. |
|
Manufacturer of Hydraulic Generators |
|
|
|
|
|
|
|
|||
|
12% Secured Debt (Maturity - June 4, 2015) |
|
|
6,000,000 |
|
5,226,636 |
|
5,226,636 |
|
||||
|
Warrants (Fully diluted 35.2%) |
|
|
|
|
|
717,640 |
|
717,640 |
|
|||
|
Mandatorily Redeemable Preferred Stock |
|
|
|
|
|
1,000,000 |
|
1,000,000 |
|
|||
|
|
|
|
|
|
|
6,944,276 |
|
6,944,276 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Hawthorne Customs & Dispatch Services, LLC |
|
Transportation/ Logistics |
|
|
|
|
|
|
|
|||
|
Member Units (7) (Fully diluted 59.2%) |
|
|
|
|
692,500 |
|
1,070,000 |
|
||||
|
Member Units (Wallisville Real Estate, LLC) (7) (Fully diluted 59.2%) |
|
|
|
|
|
1,214,784 |
|
1,214,784 |
|
|||
|
|
|
|
|
|
|
1,907,284 |
|
2,284,784 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Hydratec Holdings, LLC |
|
Agricultural Services |
|
|
|
|
|
|
|
|||
|
12.5% Secured Debt (Maturity - October 31, 2012) |
|
|
|
2,995,244 |
|
2,957,183 |
|
2,957,183 |
|
|||
|
Member Units (Fully diluted 85.1%) (7) |
|
|
|
|
|
4,100,000 |
|
6,190,000 |
|
|||
|
|
|
|
|
|
|
7,057,183 |
|
9,147,183 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Indianapolis Aviation Partners, LLC |
|
FBO / Aviation Support Services |
|
|
|
|
|
|
|
|||
|
12% Secured Debt (Maturity - September 15, 2014) |
|
|
4,500,000 |
|
4,122,268 |
|
4,350,000 |
|
||||
|
Warrants (Fully diluted 30.2%) |
|
|
|
|
|
1,129,286 |
|
1,750,286 |
|
|||
|
|
|
|
|
|
|
5,251,554 |
|
6,100,286 |
|
|||
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2010
(Unaudited)
|
Portfolio Company/Type of Investment (1) (2) |
|
Industry |
|
Principal (6) |
|
Cost (6) |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
Control Investments (3) |
|
|
|
|
|
|
|
|
|
|
Jensen Jewelers of Idaho, LLC |
|
Retail Jewelry |
|
|
|
|
|
|
|
|
Prime Plus 2% Secured Debt (Maturity - November 14, 2011) |
|
|
|
2,610,000 |
|
2,604,762 |
|
2,610,000 |
|
|
13% current / 6% PIK Secured Debt (Maturity - November 14, 2011) |
|
|
|
2,694,896 |
|
2,687,362 |
|
2,694,896 |
|
|
Member Units (7) (Fully diluted 60.8%) |
|
|
|
|
|
811,000 |
|
1,010,000 |
|
|
|
|
|
|
|
|
6,103,124 |
|
6,314,896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-Columbia Lumber Products, LLC |
|
Specialized Lumber Products |
|
|
|
|
|
|
|
|
Prime Plus 1% Secured Debt (Maturity - October 1, 2010) |
|
|
375,000 |
|
375,000 |
|
375,000 |
|
|
|
12% Secured Debt (Maturity - December 18, 2011) |
|
|
|
3,900,000 |
|
3,779,484 |
|
3,796,751 |
|
|
Member Units (Fully diluted 26.7%) |
|
|
|
|
|
500,000 |
|
670,000 |
|
|
Warrants (Fully diluted 25.5%) |
|
|
|
|
|
250,000 |
|
640,000 |
|
|
9.5% Secured Debt (Mid - Columbia Real Estate, LLC) (Maturity - May 13, 2025) |
|
|
|
1,118,700 |
|
1,118,700 |
|
1,118,700 |
|
|
Member Units (Mid - Columbia Real Estate, LLC) (Fully diluted 50.0%) |
|
|
|
|
|
250,000 |
|
250,000 |
|
|
|
|
|
|
|
|
6,273,184 |
|
6,850,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NAPCO Precast, LLC |
|
Precast Concrete Manufacturing |
|
|
|
|
|
|
|
|
18%
Secured Debt (Maturity - February 1, |
|
|
5,923,077 |
|
5,854,278 |
|
5,923,077 |
|
|
|
Prime Plus 2% Secured Debt (Maturity - February 1, 2013) (8) |
|
|
|
3,384,615 |
|
3,366,877 |
|
3,384,615 |
|
|
Member Units (7) (Fully diluted 35.3%) |
|
|
|
|
|
2,020,000 |
|
4,580,000 |
|
|
|
|
|
|
|
|
11,241,155 |
|
13,887,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
NTS Holdings, Inc. |
|
Trench & Traffic Safety Equipment |
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - April 30, 2015) |
|
|
6,000,000 |
|
5,962,373 |
|
5,962,373 |
|
|
|
Member Units (7) (Fully diluted 72.3%) |
|
|
|
|
|
1,621,255 |
|
656,000 |
|
|
Preferred stock (7) (12% cumulative, compounded quarterly) |
|
|
|
|
|
10,336,288 |
|
10,336,288 |
|
|
|
|
|
|
|
|
17,919,916 |
|
16,954,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
OMi Holdings, Inc. |
|
Manufacturer of Overhead Cranes |
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - April 1, 2013) |
|
|
10,370,000 |
|
10,310,527 |
|
10,310,527 |
|
|
|
Common Stock (Fully diluted 48%) |
|
|
|
|
|
1,080,000 |
|
270,000 |
|
|
|
|
|
|
|
|
11,390,527 |
|
10,580,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
PPL RVs, Inc. |
|
RV Aftermarket Consignment/Parts |
|
|
|
|
|
|
|
|
18% Secured Debt (Maturity - June 10, 2015) |
|
|
6,250,000 |
|
6,162,087 |
|
6,162,087 |
|
|
|
Member Units (Fully diluted 53.3%) |
|
|
|
|
|
2,150,000 |
|
2,150,000 |
|
|
|
|
|
|
|
|
8,312,087 |
|
8,312,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The MPI Group, LLC |
|
Manufacturer of Custom Hollow Metal Doors, Frames and Accessories |
|
|
|
|
|
|
|
|
4.5% current / 4.5% PIK Secured Debt (Maturity — October 2, 2013) |
|
|
501,875 |
|
494,924 |
|
494,924 |
|
|
|
6% current / 6% PIK Secured Debt (Maturity — October 2, 2013) |
|
|
5,025,000 |
|
4,846,695 |
|
4,846,695 |
|
|
|
Warrants (Fully diluted 47.1%) |
|
|
|
|
895,943 |
|
400,000 |
|
|
|
|
|
|
|
|
|
6,237,562 |
|
5,741,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Thermal & Mechanical Equipment, LLC |
|
Heat Exchange / Filtration Products and Services |
|
|
|
|
|
|
|
|
13% current / 5% PIK Secured Debt (Maturity - September 25, 2014) |
|
|
5,575,220 |
|
5,497,771 |
|
5,575,220 |
|
|
|
Prime plus 2% Secured Debt (Maturity - September 25, 2014) (8) |
|
|
|
1,750,000 |
|
1,738,553 |
|
1,738,553 |
|
|
Warrants (Fully diluted 50.0%) |
|
|
|
|
|
1,000,000 |
|
1,890,000 |
|
|
|
|
|
|
|
|
8,236,324 |
|
9,203,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Uvalco Supply, LLC |
|
Farm and Ranch Supply |
|
|
|
|
|
|
|
|
Member Units (Fully diluted 39.6%) (7) |
|
|
|
|
|
1,113,243 |
|
1,460,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Vision Interests, Inc. |
|
Manufacturer/Installer of Commercial Signage |
|
|
|
|
|
|
|
|
2.6% current /10.4% PIK Secured Debt (Maturity - June 5, 2012) |
|
|
9,400,000 |
|
8,424,811 |
|
8,022,651 |
|
|
|
2.6% current /10.4% PIK Secured Debt (Maturity - June 5, 2016) |
|
|
|
660,000 |
|
638,739 |
|
638,739 |
|
|
Common Stock (Fully diluted 22.3%) |
|
|
|
|
|
372,000 |
|
— |
|
|
Warrants (Fully diluted 38.2%) |
|
|
|
|
|
160,010 |
|
— |
|
|
|
|
|
|
|
|
9,595,560 |
|
8,661,390 |
|
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2010
(Unaudited)
|
Portfolio Company/Type of Investment (1) (2) |
|
Industry |
|
Principal (6) |
|
Cost (6) |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
Control Investments (3) |
|
|
|
|
|
|
|
|
|
|
Ziegler’s NYPD, LLC |
|
Casual Restaurant Group |
|
|
|
|
|
|
|
|
Prime plus 2% Secured Debt (Maturity - October 1, 2013) (8) |
|
|
|
1,000,000 |
|
993,458 |
|
993,458 |
|
|
13% current / 5% PIK Secured Debt (Maturity - October 1, 2013) |
|
|
|
4,740,973 |
|
4,687,857 |
|
4,687,857 |
|
|
Warrants (Fully diluted 47.6%) |
|
|
|
|
|
600,000 |
|
470,000 |
|
|
|
|
|
|
|
|
6,281,315 |
|
6,151,315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Control Investments |
|
|
|
|
|
160,346,215 |
|
174,110,910 |
|
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2010
(Unaudited)
|
Portfolio Company/Type of Investment (1) (2) |
|
Industry |
|
Principal (6) |
|
Cost (6) |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate Investments (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Sensor Technologies, Inc. |
|
Manufacturer of Commercial/ Industrial Sensors |
|
|
|
|
|
|
|
|
9% current / 2% PIK Secured Debt (Maturity - May 31, 2012) |
|
|
3,020,385 |
|
2,994,826 |
|
2,994,826 |
|
|
|
Warrants (Fully diluted 19.6%) |
|
|
|
|
|
49,990 |
|
1,540,000 |
|
|
|
|
|
|
|
|
3,044,816 |
|
4,534,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Audio Messaging Solutions, LLC |
|
Audio Messaging Services |
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - May 8, 2014) |
|
|
|
5,460,000 |
|
5,117,777 |
|
5,208,000 |
|
|
Warrants (Fully diluted 8.4%) |
|
|
|
|
|
468,373 |
|
1,180,000 |
|
|
|
|
|
|
|
|
5,586,150 |
|
6,388,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Compact Power Equipment Centers, LLC |
|
Light to Medium Duty Equipment Rental |
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - September 23, 2014) |
|
|
3,000,000 |
|
2,966,224 |
|
2,966,224 |
|
|
|
Member Units (Fully diluted 11.5%) |
|
|
|
|
|
1,147 |
|
1,147 |
|
|
|
|
|
|
|
|
2,967,371 |
|
2,967,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
DrillingInfo, Inc. |
|
Information Services for the Oil and Gas Industry |
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - November 20, 2014) |
|
|
8,000,000 |
|
6,779,861 |
|
7,770,000 |
|
|
|
Member Units (Fully diluted 2.1%) |
|
|
|
|
|
1,085,325 |
|
1,230,325 |
|
|
Warrants (Fully diluted 5.0%) |
|
|
|
|
|
1,250,000 |
|
2,930,000 |
|
|
|
|
|
|
|
|
9,115,186 |
|
11,930,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
East Teak Fine Hardwoods, Inc. |
|
Hardwood Products |
|
|
|
|
|
|
|
|
Common Stock (Fully diluted 5.0%) |
|
|
|
|
|
480,318 |
|
380,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Houston Plating & Coatings, LLC |
|
Plating & Industrial Coating Services |
|
|
|
|
|
|
|
|
Prime plus 2% Secured Debt (Maturity - July 18, 2013) |
|
|
300,000 |
|
300,000 |
|
300,000 |
|
|
|
Member Units (7) (Fully diluted 11.1%) |
|
|
|
|
|
335,000 |
|
2,885,000 |
|
|
|
|
|
|
|
|
635,000 |
|
3,185,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
KBK Industries, LLC |
|
Specialty Manufacturer of Oilfield and Industrial Products |
|
|
|
|
|
|
|
|
14% Secured Debt (Maturity - January 23, 2011) |
|
|
5,250,000 |
|
5,213,893 |
|
5,213,893 |
|
|
|
10% Secured Debt (Maturity - March 31, 2011) |
|
|
639,940 |
|
639,940 |
|
639,940 |
|
|
|
Member Units (7) (Fully diluted 19.3%) |
|
|
|
|
340,833 |
|
1,500,333 |
|
|
|
|
|
|
|
|
|
6,194,666 |
|
7,354,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Laurus Healthcare, LP |
|
Healthcare Facilities / Services |
|
|
|
|
|
|
|
|
13% Secured Debt (Maturity - May 7, 2012) |
|
|
2,275,000 |
|
3,062,500 |
|
3,062,500 |
|
|
|
Warrants (Fully diluted 14.1%) |
|
|
|
|
79,505 |
|
3,860,000 |
|
|
|
|
|
|
|
|
|
3,142,005 |
|
6,922,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Lighting Unlimited, LLC |
|
Commercial and Residential Lighting Products and Design Services |
|
|
|
|