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, 2012
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 o |
|
Accelerated filer x |
|
|
|
|
|
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 x
The number of shares outstanding of the issuer’s common stock as of November 7, 2012 was 31,657,264.
PART I — FINANCIAL INFORMATION
MAIN STREET CAPITAL CORPORATION
(in thousands, except shares and per share amounts)
|
|
|
September 30, 2012 |
|
December 31, 2011 |
| ||
|
|
|
(Unaudited) |
|
|
| ||
|
ASSETS |
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
Portfolio investments at fair value: |
|
|
|
|
| ||
|
Control investments (cost: $184,526 and $206,787 as of September 30, 2012 and December 31, 2011, respectively) |
|
$ |
239,917 |
|
$ |
238,924 |
|
|
Affiliate investments (cost: $111,143 and $110,157 as of September 30, 2012 and December 31, 2011, respectively) |
|
154,972 |
|
146,405 |
| ||
|
Non-Control/Non-Affiliate investments (cost: $431,991 and $275,061 as of September 30, 2012 and December 31, 2011, respectively) |
|
439,501 |
|
270,895 |
| ||
|
Investment in affiliated Investment Manager (cost: $2,668 and $4,284 as of September 30, 2012 and December 31, 2011, respectively) |
|
202 |
|
1,869 |
| ||
|
|
|
|
|
|
| ||
|
Total portfolio investments (cost: $730,328 and $596,289 as of September 30, 2012 and December 31, 2011, respectively) |
|
834,592 |
|
658,093 |
| ||
|
Marketable securities and idle funds investments (cost: $1,965 and $25,935 as of September 30, 2012 and December 31, 2011, respectively) |
|
2,038 |
|
26,242 |
| ||
|
|
|
|
|
|
| ||
|
Total investments (cost: $732,293 and $622,224 as of September 30, 2012 and December 31, 2011, respectively) |
|
836,630 |
|
684,335 |
| ||
|
|
|
|
|
|
| ||
|
Cash and cash equivalents |
|
19,584 |
|
42,650 |
| ||
|
Interest receivable and other assets |
|
11,818 |
|
6,539 |
| ||
|
Deferred financing costs (net of accumulated amortization of $2,968 and $2,167 as of September 30, 2012 and December 31, 2011, respectively) |
|
3,766 |
|
4,168 |
| ||
|
|
|
|
|
|
| ||
|
Total assets |
|
$ |
871,798 |
|
$ |
737,692 |
|
|
|
|
|
|
|
| ||
|
LIABILITIES |
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
SBIC debentures (par: $209,000 and $220,000 as of September 30, 2012 and December 31, 2011, respectively; par of $100,000 and $95,000 is recorded at a fair value of $85,083 and $76,887 as of September 30, 2012 and December 31, 2011, respectively) |
|
$ |
194,083 |
|
$ |
201,887 |
|
|
Credit facility |
|
103,000 |
|
107,000 |
| ||
|
Interest payable |
|
1,197 |
|
3,984 |
| ||
|
Dividend payable |
|
4,743 |
|
2,856 |
| ||
|
Deferred tax liability, net |
|
9,426 |
|
3,776 |
| ||
|
Payable to affiliated Investment Manager |
|
3,342 |
|
4,831 |
| ||
|
Accounts payable and other liabilities |
|
2,853 |
|
2,170 |
| ||
|
|
|
|
|
|
| ||
|
Total liabilities |
|
318,644 |
|
326,504 |
| ||
|
Commitments and contingencies |
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
NET ASSETS |
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
Common stock, $0.01 par value per share (150,000,000 shares authorized; 31,619,333 and 26,714,384 shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively) |
|
316 |
|
267 |
| ||
|
Additional paid-in capital |
|
464,141 |
|
360,164 |
| ||
|
Accumulated net investment income, net of cumulative dividends of $101,853 and $79,414 as of September 30, 2012 and December 31, 2011, respectively |
|
31,289 |
|
12,531 |
| ||
|
Accumulated net realized loss from investments, net of cumulative dividends of $27,852 and $13,804 as of September 30, 2012 and December 31, 2011, respectively |
|
(29,158 |
) |
(20,445 |
) | ||
|
Net unrealized appreciation, net of income taxes |
|
86,566 |
|
53,194 |
| ||
|
|
|
|
|
|
| ||
|
Total Net Asset Value |
|
553,154 |
|
405,711 |
| ||
|
|
|
|
|
|
| ||
|
Noncontrolling interest |
|
— |
|
5,477 |
| ||
|
|
|
|
|
|
| ||
|
Total net assets including noncontrolling interests |
|
553,154 |
|
411,188 |
| ||
|
|
|
|
|
|
| ||
|
Total liabilities and net assets |
|
$ |
871,798 |
|
$ |
737,692 |
|
|
|
|
|
|
|
| ||
|
NET ASSET VALUE PER SHARE |
|
$ |
17.49 |
|
$ |
15.19 |
|
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| ||||||||
|
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
INVESTMENT INCOME: |
|
|
|
|
|
|
|
|
| ||||
|
Interest, fee and dividend income: |
|
|
|
|
|
|
|
|
| ||||
|
Control investments |
|
$ |
5,991 |
|
$ |
6,286 |
|
$ |
17,841 |
|
$ |
18,577 |
|
|
Affiliate investments |
|
4,838 |
|
3,162 |
|
14,652 |
|
8,468 |
| ||||
|
Non-Control/Non-Affiliate investments |
|
12,015 |
|
7,200 |
|
30,263 |
|
18,716 |
| ||||
|
Total interest, fee and dividend income |
|
22,844 |
|
16,648 |
|
62,756 |
|
45,761 |
| ||||
|
Interest from marketable securities, idle funds and other |
|
110 |
|
438 |
|
1,599 |
|
829 |
| ||||
|
Total investment income |
|
22,954 |
|
17,086 |
|
64,355 |
|
46,590 |
| ||||
|
EXPENSES: |
|
|
|
|
|
|
|
|
| ||||
|
Interest |
|
(3,923 |
) |
(3,716 |
) |
(11,967 |
) |
(9,882 |
) | ||||
|
General and administrative |
|
(595 |
) |
(479 |
) |
(1,757 |
) |
(1,585 |
) | ||||
|
Expenses reimbursed to affiliated Investment Manager |
|
(2,215 |
) |
(1,950 |
) |
(7,574 |
) |
(6,287 |
) | ||||
|
Share-based compensation |
|
(699 |
) |
(580 |
) |
(1,860 |
) |
(1,466 |
) | ||||
|
Total expenses |
|
(7,432 |
) |
(6,725 |
) |
(23,158 |
) |
(19,220 |
) | ||||
|
NET INVESTMENT INCOME |
|
15,522 |
|
10,361 |
|
41,197 |
|
27,370 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET REALIZED GAIN (LOSS) FROM INVESTMENTS: |
|
|
|
|
|
|
|
|
| ||||
|
Control investments |
|
122 |
|
407 |
|
(1,940 |
) |
407 |
| ||||
|
Affiliate investments |
|
— |
|
— |
|
5,500 |
|
— |
| ||||
|
Non-Control/Non-Affiliate investments |
|
128 |
|
794 |
|
478 |
|
775 |
| ||||
|
Marketable securities and idle funds investments |
|
277 |
|
247 |
|
1,297 |
|
515 |
| ||||
|
Total net realized gain from investments |
|
527 |
|
1,448 |
|
5,335 |
|
1,697 |
| ||||
|
NET REALIZED INCOME |
|
16,049 |
|
11,809 |
|
46,532 |
|
29,067 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): |
|
|
|
|
|
|
|
|
| ||||
|
Portfolio investments |
|
22,096 |
|
8,162 |
|
44,120 |
|
23,653 |
| ||||
|
Marketable securities and idle funds investments |
|
(151 |
) |
(1,712 |
) |
(235 |
) |
(1,025 |
) | ||||
|
SBIC debentures |
|
(1,858 |
) |
(3,636 |
) |
(3,367 |
) |
(5,715 |
) | ||||
|
Investment in affiliated Investment Manager |
|
— |
|
(48 |
) |
(51 |
) |
(135 |
) | ||||
|
Total net change in unrealized appreciation |
|
20,087 |
|
2,766 |
|
40,467 |
|
16,778 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income tax provision |
|
(4,169 |
) |
(139 |
) |
(7,041 |
) |
(3,302 |
) | ||||
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
31,967 |
|
14,436 |
|
79,958 |
|
42,543 |
| ||||
|
Noncontrolling interest |
|
— |
|
— |
|
(54 |
) |
(158 |
) | ||||
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCK |
|
$ |
31,967 |
|
$ |
14,436 |
|
$ |
79,904 |
|
$ |
42,385 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET INVESTMENT INCOME PER SHARE - BASIC AND DILUTED |
|
$ |
0.49 |
|
$ |
0.44 |
|
$ |
1.44 |
|
$ |
1.23 |
|
|
NET REALIZED INCOME PER SHARE - BASIC AND DILUTED |
|
$ |
0.51 |
|
$ |
0.50 |
|
$ |
1.62 |
|
$ |
1.30 |
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCK PER SHARE - BASIC AND DILUTED |
|
$ |
1.01 |
|
$ |
0.62 |
|
$ |
2.79 |
|
$ |
1.94 |
|
|
DIVIDENDS PAID PER SHARE |
|
$ |
0.44 |
|
$ |
0.39 |
|
$ |
1.26 |
|
$ |
1.16 |
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED |
|
31,578,742 |
|
23,194,896 |
|
28,615,877 |
|
21,824,775 |
| ||||
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Changes in Net Assets
(in thousands, except shares)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
Net Unrealized |
|
|
|
|
|
Total Net |
| ||||||||
|
|
|
|
|
|
|
|
|
Accumulated |
|
Net Realized |
|
Appreciation from |
|
|
|
|
|
Assets |
| ||||||||
|
|
|
Common Stock |
|
Additional |
|
Net Investment |
|
Loss From |
|
Investments, |
|
|
|
|
|
Including |
| ||||||||||
|
|
|
Number |
|
Par |
|
Paid-In |
|
Income, Net |
|
Investments, |
|
Net of Income |
|
Total Net |
|
Noncontrolling |
|
Noncontrolling |
| ||||||||
|
|
|
of Shares |
|
Value |
|
Capital |
|
of Dividends |
|
Net of Dividends |
|
Taxes |
|
Asset Value |
|
Interest |
|
Interest |
| ||||||||
|
Balances at December 31, 2010 |
|
18,797,444 |
|
$ |
188 |
|
$ |
224,485 |
|
$ |
9,262 |
|
$ |
(20,542 |
) |
$ |
32,142 |
|
$ |
245,535 |
|
$ |
4,448 |
|
$ |
249,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Public offering of common stock, net of offering costs |
|
4,025,000 |
|
40 |
|
70,274 |
|
— |
|
— |
|
— |
|
70,314 |
|
— |
|
70,314 |
| ||||||||
|
Share-based compensation |
|
— |
|
— |
|
1,466 |
|
— |
|
— |
|
— |
|
1,466 |
|
— |
|
1,466 |
| ||||||||
|
Purchase of vested stock for employee payroll tax withholding |
|
(32,725 |
) |
|
|
(674 |
) |
|
|
|
|
|
|
(674 |
) |
|
|
(674 |
) | ||||||||
|
Dividend reinvestment |
|
303,659 |
|
3 |
|
5,719 |
|
— |
|
— |
|
— |
|
5,722 |
|
— |
|
5,722 |
| ||||||||
|
Issuance of restricted stock |
|
125,970 |
|
1 |
|
(1 |
) |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
| ||||||||
|
Distributions to noncontrolling interest |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(110 |
) |
(110 |
) | ||||||||
|
Dividends to stockholders |
|
— |
|
— |
|
— |
|
(27,406 |
) |
(802 |
) |
— |
|
(28,208 |
) |
— |
|
(28,208 |
) | ||||||||
|
Net increase resulting from operations |
|
— |
|
— |
|
— |
|
27,370 |
|
1,697 |
|
13,476 |
|
42,543 |
|
— |
|
42,543 |
| ||||||||
|
Noncontrolling interest |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(158 |
) |
(158 |
) |
158 |
|
— |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Balances at September 30, 2011 |
|
23,219,348 |
|
$ |
232 |
|
$ |
301,269 |
|
$ |
9,226 |
|
$ |
(19,647 |
) |
$ |
45,460 |
|
$ |
336,540 |
|
$ |
4,496 |
|
341,036 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Balances at December 31, 2011 |
|
26,714,384 |
|
$ |
267 |
|
$ |
360,164 |
|
$ |
12,531 |
|
$ |
(20,445 |
) |
$ |
53,194 |
|
$ |
405,711 |
|
$ |
5,477 |
|
$ |
411,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Public offering of common stock, net of offering costs |
|
4,312,500 |
|
43 |
|
92,950 |
|
— |
|
— |
|
— |
|
92,993 |
|
— |
|
92,993 |
| ||||||||
|
MSC II noncontrolling interest acquisition |
|
229,634 |
|
2 |
|
5,328 |
|
— |
|
— |
|
— |
|
5,330 |
|
(5,417 |
) |
(87 |
) | ||||||||
|
Adjustment to investment in Investment Manager related to MSC II noncontrolling interest acquisition |
|
— |
|
— |
|
(1,616 |
) |
— |
|
— |
|
— |
|
(1,616 |
) |
— |
|
(1,616 |
) | ||||||||
|
Share-based compensation |
|
— |
|
— |
|
1,860 |
|
— |
|
— |
|
— |
|
1,860 |
|
— |
|
1,860 |
| ||||||||
|
Purchase of vested stock for employee payroll tax withholding |
|
(40,549 |
) |
— |
|
(1,012 |
) |
— |
|
— |
|
— |
|
(1,012 |
) |
— |
|
(1,012 |
) | ||||||||
|
Dividend reinvestment |
|
264,331 |
|
3 |
|
6,468 |
|
— |
|
— |
|
— |
|
6,471 |
|
— |
|
6,471 |
| ||||||||
|
Issuance of restricted stock |
|
139,033 |
|
1 |
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Distributions to noncontrolling interest |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(114 |
) |
(114 |
) | ||||||||
|
Dividends to stockholders |
|
— |
|
— |
|
— |
|
(22,439 |
) |
(14,048 |
) |
— |
|
(36,487 |
) |
— |
|
(36,487 |
) | ||||||||
|
Net increase resulting from operations |
|
— |
|
— |
|
— |
|
41,197 |
|
5,335 |
|
33,426 |
|
79,958 |
|
— |
|
79,958 |
| ||||||||
|
Noncontrolling interest |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(54 |
) |
(54 |
) |
54 |
|
— |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Balances at September 30, 2012 |
|
31,619,333 |
|
$ |
316 |
|
$ |
464,141 |
|
$ |
31,289 |
|
$ |
(29,158 |
) |
$ |
86,566 |
|
$ |
553,154 |
|
$ |
— |
|
$ |
553,154 |
|
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
|
|
|
Nine Months Ended September 30, |
| ||||
|
|
|
2012 |
|
2011 |
| ||
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
| ||
|
Net increase in net assets resulting from operations |
|
$ |
79,958 |
|
$ |
42,543 |
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: |
|
|
|
|
| ||
|
Net change in unrealized appreciation |
|
(40,467 |
) |
(16,778 |
) | ||
|
Net realized gain from investments |
|
(5,335 |
) |
(1,697 |
) | ||
|
Accretion of unearned income |
|
(9,263 |
) |
(4,041 |
) | ||
|
Net payment-in-kind interest |
|
(2,405 |
) |
(1,752 |
) | ||
|
Cumulative dividends |
|
1,745 |
|
(1,246 |
) | ||
|
Share-based compensation expense |
|
1,860 |
|
1,466 |
| ||
|
Amortization of deferred financing costs |
|
802 |
|
480 |
| ||
|
Deferred taxes |
|
5,650 |
|
3,002 |
| ||
|
Changes in other assets and liabilities: |
|
|
|
|
| ||
|
Interest receivable and other assets |
|
(1,160 |
) |
(1,273 |
) | ||
|
Interest payable |
|
(2,787 |
) |
(2,274 |
) | ||
|
Payable to affiliated Investment Manager |
|
(1,489 |
) |
3,090 |
| ||
|
Accounts payable and other liabilities |
|
316 |
|
269 |
| ||
|
Deferred fees and other |
|
1,428 |
|
1,238 |
| ||
|
Net cash provided by operating activities |
|
28,853 |
|
23,027 |
| ||
|
|
|
|
|
|
| ||
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
| ||
|
Investments in portfolio companies |
|
(397,912 |
) |
(266,247 |
) | ||
|
Principal payments received on loans and debt securities in portfolio companies |
|
246,138 |
|
97,043 |
| ||
|
Proceeds from sale of equity investments and related notes in portfolio companies |
|
25,869 |
|
886 |
| ||
|
Investments in marketable securities and idle funds investments |
|
(7,596 |
) |
(20,021 |
) | ||
|
Proceeds from marketable securities and idle funds investments |
|
33,502 |
|
4,651 |
| ||
|
Net cash used in investing activities |
|
(99,999 |
) |
(183,688 |
) | ||
|
|
|
|
|
|
| ||
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
| ||
|
Proceeds from public offering of common stock, net of offering costs |
|
92,993 |
|
70,314 |
| ||
|
Distributions to noncontrolling interest |
|
(114 |
) |
(110 |
) | ||
|
Dividends paid to stockholders |
|
(28,879 |
) |
(19,350 |
) | ||
|
Proceeds from issuance of SBIC debentures |
|
5,000 |
|
40,000 |
| ||
|
Repayments of SBIC debentures |
|
(16,000 |
) |
— |
| ||
|
Proceeds from credit facility |
|
170,000 |
|
144,000 |
| ||
|
Repayments on credit facility |
|
(174,000 |
) |
(69,000 |
) | ||
|
Purchase of vested stock for employee payroll tax withholding |
|
(1,012 |
) |
(675 |
) | ||
|
Payment of deferred loan costs and SBIC debenture fees |
|
(571 |
) |
(1,726 |
) | ||
|
Other |
|
663 |
|
— |
| ||
|
Net cash provided by financing activities |
|
48,080 |
|
163,453 |
| ||
|
|
|
|
|
|
| ||
|
Net increase (decrease) in cash and cash equivalents |
|
(23,066 |
) |
2,792 |
| ||
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
42,650 |
|
22,334 |
| ||
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
19,584 |
|
$ |
25,126 |
|
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2012
(in thousands)
(Unaudited)
|
Portfolio Company (1) |
|
Business Description |
|
Type of Investment (2) (3) |
|
Principal (4) |
|
Cost (4) |
|
Fair Value |
|
|
Control Investments (5) |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Café Brazil, LLC |
|
Casual Restaurant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - April 20, 2013) |
|
800 |
|
800 |
|
800 |
|
|
|
|
|
|
Member Units (Fully diluted 41.0%) (8) |
|
|
|
42 |
|
3,530 |
|
|
|
|
|
|
|
|
|
|
842 |
|
4,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Healthcare Medical Billing, Inc. |
|
Outsourced Billing and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - October 17, 2015) |
|
8,103 |
|
7,900 |
|
8,013 |
|
|
|
|
|
|
Warrants (Fully diluted 21.3%) |
|
|
|
1,193 |
|
3,380 |
|
|
|
|
|
|
Common Stock (Fully diluted 9.8%) |
|
|
|
1,177 |
|
1,560 |
|
|
|
|
|
|
|
|
|
|
10,270 |
|
12,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CBT Nuggets, LLC |
|
Produces and Sells IT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14% Secured Debt (Maturity - December 31, 2013) |
|
850 |
|
850 |
|
850 |
|
|
|
|
|
|
Member Units (Fully diluted 41.6%) (8) |
|
|
|
1,300 |
|
7,210 |
|
|
|
|
|
|
|
|
|
|
2,150 |
|
8,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ceres Management, LLC (Lambs) |
|
Aftermarket Automotive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14% Secured Debt (Maturity - May 31, 2013) |
|
4,000 |
|
3,990 |
|
3,990 |
|
|
|
|
|
|
Preferred Stock (12% cumulative) |
|
|
|
3,000 |
|
3,000 |
|
|
|
|
|
|
Member Units (Fully diluted 79.0%) |
|
|
|
5,273 |
|
— |
|
|
|
|
|
|
9.5% Secured Debt (Lamb’s Real Estate |
|
1,078 |
|
1,078 |
|
1,078 |
|
|
|
|
|
|
Member Units (Lamb’s Real Estate |
|
|
|
625 |
|
800 |
|
|
|
|
|
|
|
|
|
|
13,966 |
|
8,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condit Exhibits, LLC |
|
Tradeshow Exhibits / |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% Current / 9% PIK Secured Debt |
|
4,661 |
|
4,647 |
|
4,647 |
|
|
|
|
|
|
Warrants (Fully diluted 47.9%) |
|
|
|
320 |
|
320 |
|
|
|
|
|
|
|
|
|
|
4,967 |
|
4,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf Manufacturing, LLC |
|
Manufacturer of Specialty |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity - June 30, 2017) |
|
919 |
|
919 |
|
919 |
|
|
|
|
|
|
Member Units (Fully diluted 34.2%) (8) |
|
|
|
2,980 |
|
12,660 |
|
|
|
|
|
|
|
|
|
|
3,899 |
|
13,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harrison Hydra-Gen, Ltd. |
|
Manufacturer of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - June 4, 2015) |
|
5,024 |
|
4,612 |
|
5,024 |
|
|
|
|
|
|
Preferred Stock (8% cumulative) (8) |
|
|
|
1,145 |
|
1,145 |
|
|
|
|
|
|
Common Equity (Fully diluted 34.5%) (8) |
|
|
|
718 |
|
2,620 |
|
|
|
|
|
|
|
|
|
|
6,475 |
|
8,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hawthorne Customs and Dispatch Services, LLC |
|
Facilitator of Import |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member Units (Fully diluted 37.1%) (8) |
|
|
|
589 |
|
1,610 |
|
|
|
|
|
|
Member Units (Wallisville Real Estate, LLC) (Fully diluted 59.1%) (8) |
|
|
|
1,215 |
|
1,215 |
|
|
|
|
|
|
|
|
|
|
1,804 |
|
2,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hydratec, Inc. |
|
Designer and Installer of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock (Fully diluted 94.2%) (8) |
|
|
|
7,095 |
|
13,710 |
|
|
Portfolio Company (1) |
|
Business Description |
|
Type of Investment (2) (3) |
|
Principal (4) |
|
Cost (4) |
|
Fair Value |
|
|
Indianapolis Aviation Partners, LLC |
|
Fixed Base Operator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - September 15, 2014) |
|
4,275 |
|
4,081 |
|
4,124 |
|
|
|
|
|
|
Warrants (Fully diluted 30.1%) |
|
|
|
1,129 |
|
1,650 |
|
|
|
|
|
|
|
|
|
|
5,210 |
|
5,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jensen Jewelers of Idaho, LLC |
|
Retail Jewelry Store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prime Plus 2%, Current Coupon 5.25%, Secured Debt (Maturity - November 14, 2013) (9) |
|
1,769 |
|
1,769 |
|
1,769 |
|
|
|
|
|
|
13% Current / 6% PIK Secured Debt |
|
1,836 |
|
1,836 |
|
1,836 |
|
|
|
|
|
|
Member Units (Fully diluted 60.8%) (8) |
|
|
|
811 |
|
1,750 |
|
|
|
|
|
|
|
|
|
|
4,416 |
|
5,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lighting Unlimited, LLC |
|
Commercial and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8% Secured Debt (Maturity - August 22, 2014) |
|
1,946 |
|
1,946 |
|
1,946 |
|
|
|
|
|
|
Preferred Stock (non-voting) |
|
|
|
502 |
|
502 |
|
|
|
|
|
|
Warrants (Fully diluted 7.1%) |
|
|
|
54 |
|
20 |
|
|
|
|
|
|
Common Stock (Fully diluted 70.0%) (8) |
|
|
|
100 |
|
200 |
|
|
|
|
|
|
|
|
|
|
2,602 |
|
2,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-Columbia Lumber Products, LLC |
|
Manufacturer of Finger- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10% Secured Debt (Maturity - December 18, 2014) |
|
1,250 |
|
1,250 |
|
1,250 |
|
|
|
|
|
|
12% Secured Debt (Maturity - December 18, 2014) |
|
3,900 |
|
3,900 |
|
3,900 |
|
|
|
|
|
|
9.5% Secured Debt (Mid - Columbia Real Estate, LLC) (Maturity - May 13, 2025) |
|
1,028 |
|
1,028 |
|
1,028 |
|
|
|
|
|
|
Warrants (Fully diluted 9.2%) |
|
|
|
250 |
|
890 |
|
|
|
|
|
|
Member Units (Fully diluted 42.9%) |
|
|
|
812 |
|
930 |
|
|
|
|
|
|
Member Units (Mid - Columbia Real Estate, LLC) (Fully diluted 50.0%) (8) |
|
|
|
250 |
|
810 |
|
|
|
|
|
|
|
|
|
|
7,490 |
|
8,808 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAPCO Precast, LLC |
|
Precast Concrete |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prime Plus 2%, Current Coupon 9%, Secured Debt (Maturity - February 1, 2013) (9) |
|
3,385 |
|
3,382 |
|
3,382 |
|
|
|
|
|
|
18% Secured Debt (Maturity - February 1, 2013) |
|
5,173 |
|
5,163 |
|
5,163 |
|
|
|
|
|
|
Member Units (Fully diluted 44.0%) |
|
|
|
2,975 |
|
4,195 |
|
|
|
|
|
|
|
|
|
|
11,520 |
|
12,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NRI Clinical Research, LLC |
|
Clinical Research Center |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14% Secured Debt (Maturity - September 8, 2016) |
|
4,736 |
|
4,495 |
|
4,495 |
|
|
|
|
|
|
Warrants (Fully diluted 12.5%) |
|
|
|
252 |
|
480 |
|
|
|
|
|
|
Member Units (Fully diluted 24.8%) (8) |
|
|
|
500 |
|
960 |
|
|
|
|
|
|
|
|
|
|
5,247 |
|
5,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NRP Jones, LLC |
|
Manufacturer of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - December 22, 2016) |
|
12,100 |
|
11,158 |
|
11,890 |
|
|
|
|
|
|
Warrants (Fully diluted 12.2%) |
|
|
|
817 |
|
1,420 |
|
|
|
|
|
|
Member Units (Fully diluted 43.2%) (8) |
|
|
|
2,900 |
|
5,030 |
|
|
|
|
|
|
|
|
|
|
14,875 |
|
18,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OMi Holdings, Inc. |
|
Manufacturer of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - April 1, 2013) |
|
5,778 |
|
5,771 |
|
5,778 |
|
|
|
|
|
|
Common Stock (Fully diluted 48.0%) |
|
|
|
1,080 |
|
8,470 |
|
|
|
|
|
|
|
|
|
|
6,851 |
|
14,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pegasus Research Group, LLC (Televerde) |
|
Telemarketing and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13% Current / 5% PIK Secured Debt |
|
5,191 |
|
5,141 |
|
5,191 |
|
|
|
|
|
|
Member Units (Fully diluted 43.7%) (8) |
|
|
|
1,250 |
|
1,880 |
|
|
|
|
|
|
|
|
|
|
6,391 |
|
7,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PPL RVs, Inc. |
|
Recreational Vehicle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.1% Secured Debt (Maturity - June 10, 2015) |
|
8,460 |
|
8,399 |
|
8,460 |
|
|
|
|
|
|
Common Stock (Fully diluted 51.1%) |
|
|
|
2,150 |
|
5,480 |
|
|
|
|
|
|
|
|
|
|
10,549 |
|
13,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle Environmental, LLC |
|
Noise Abatement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - February 1, 2016) |
|
4,750 |
|
3,897 |
|
4,750 |
|
|
Portfolio Company (1) |
|
Business Description |
|
Type of Investment (2) (3) |
|
Principal (4) |
|
Cost (4) |
|
Fair Value |
|
|
|
|
|
|
12% Current / 2% PIK Secured Debt (Maturity - February 1, 2016) |
|
3,576 |
|
3,518 |
|
3,576 |
|
|
|
|
|
|
Warrants (Fully diluted 14.6%) |
|
|
|
1,200 |
|
3,860 |
|
|
|
|
|
|
Member Units (Fully diluted 22.6%) |
|
|
|
1,863 |
|
6,150 |
|
|
|
|
|
|
|
|
|
|
10,478 |
|
18,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
River Aggregates, LLC |
|
Processor of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - March 30, 2016) |
|
3,700 |
|
3,490 |
|
3,490 |
|
|
|
|
|
|
Warrants (Fully diluted 20.0%) |
|
|
|
202 |
|
— |
|
|
|
|
|
|
Member Units (Fully diluted 40.0%) |
|
|
|
550 |
|
— |
|
|
|
|
|
|
|
|
|
|
4,242 |
|
3,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The MPI Group, LLC |
|
Manufacturer of Custom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5% Current / 4.5% PIK Secured Debt (Maturity - October 2, 2013) |
|
1,079 |
|
1,077 |
|
1,077 |
|
|
|
|
|
|
6% Current / 6% PIK Secured Debt |
|
5,639 |
|
5,572 |
|
5,572 |
|
|
|
|
|
|
Warrants (Fully diluted 52.3%) |
|
|
|
896 |
|
— |
|
|
|
|
|
|
Member Units (Non-voting) |
|
|
|
200 |
|
— |
|
|
|
|
|
|
|
|
|
|
7,745 |
|
6,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thermal and Mechanical Equipment, LLC |
|
Commercial and Industrial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prime Plus 2%, Current Coupon 9%, Secured Debt (Maturity - September 25, 2014) (9) |
|
1,272 |
|
1,267 |
|
1,272 |
|
|
|
|
|
|
13% Current / 5% PIK Secured Debt |
|
4,053 |
|
4,020 |
|
4,053 |
|
|
|
|
|
|
Member Units (Fully diluted 50.0%) (8) |
|
|
|
1,000 |
|
6,120 |
|
|
|
|
|
|
|
|
|
|
6,287 |
|
11,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Uvalco Supply, LLC |
|
Farm and Ranch Supply |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member Units (Fully diluted 42.8%) (8) |
|
|
|
1,113 |
|
2,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Van Gilder Insurance Corporation |
|
Insurance Brokerage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8% Secured Debt (Maturity - January 31, 2013) |
|
1,000 |
|
996 |
|
996 |
|
|
|
|
|
|
8% Secured Debt (Maturity - January 31, 2016) |
|
1,454 |
|
1,441 |
|
1,441 |
|
|
|
|
|
|
13% Secured Debt (Maturity - January 31, 2016) |
|
6,150 |
|
5,271 |
|
5,271 |
|
|
|
|
|
|
Warrants (Fully diluted 10.0%) |
|
|
|
1,209 |
|
1,180 |
|
|
|
|
|
|
Common Stock (Fully diluted 15.5%) |
|
|
|
2,500 |
|
2,430 |
|
|
|
|
|
|
|
|
|
|
11,417 |
|
11,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vision Interests, Inc. |
|
Manufacturer / Installer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.5% Current /6.5% PIK Secured Debt |
|
3,152 |
|
3,092 |
|
3,092 |
|
|
|
|
|
|
Series A Preferred Stock (Fully diluted 50.9%) |
|
|
|
3,000 |
|
3,280 |
|
|
|
|
|
|
Common Stock (Fully diluted 19.1%) |
|
|
|
3,706 |
|
100 |
|
|
|
|
|
|
|
|
|
|
9,798 |
|
6,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ziegler’s NYPD, LLC |
|
Casual Restaurant Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prime Plus 2%, Current Coupon 9%, Secured Debt (Maturity - October 1, 2013) (9) |
|
1,000 |
|
998 |
|
998 |
|
|
|
|
|
|
13% Current / 5% PIK Secured Debt |
|
5,246 |
|
5,229 |
|
5,229 |
|
|
|
|
|
|
Warrants (Fully diluted 46.6%) |
|
|
|
600 |
|
180 |
|
|
|
|
|
|
|
|
|
|
6,827 |
|
6,407 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal Control Investments (28.7% of total investments at fair value) |
|
|
|
184,526 |
|
239,917 |
| ||||
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2012
(in thousands)
(Unaudited)
|
Portfolio Company (1) |
|
Business Description |
|
Type of Investment (2) (3) |
|
Principal (4) |
|
Cost (4) |
|
Fair Value |
|
|
Affiliate Investments (6) |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Sensor Technologies, Inc. |
|
Manufacturer of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants (Fully diluted 19.6%) |
|
|
|
50 |
|
3,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bridge Capital Solutions Corporation |
|
Financial Services and Cash Flow Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13% Secured Debt (Maturity - April 17, 2017) |
|
5,000 |
|
4,744 |
|
4,744 |
|
|
|
|
|
|
Warrants (Fully diluted 7.5%) |
|
|
|
200 |
|
200 |
|
|
|
|
|
|
|
|
|
|
4,944 |
|
4,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compact Power Equipment Centers LLC |
|
Equipment / Tool Rental |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6% Current / 6% PIK Secured Debt |
|
3,631 |
|
3,611 |
|
3,611 |
|
|
|
|
|
|
8% PIK Secured Debt (Maturity - December 31, 2012) |
|
36 |
|
36 |
|
36 |
|
|
|
|
|
|
Series A Member Units (8% cumulative) (Fully diluted 0.8%) (8) |
|
|
|
904 |
|
904 |
|
|
|
|
|
|
Member Units (Fully diluted 10.6%) |
|
|
|
1 |
|
1 |
|
|
|
|
|
|
|
|
|
|
4,552 |
|
4,552 |
|
|
|
|
|
|
|
|
|
|
||||