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 June 30, 2014
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 x |
|
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 x
The number of shares outstanding of the issuer’s common stock as of August 7, 2014 was 44,860,874.
|
PART I | ||
|
FINANCIAL INFORMATION | ||
|
|
|
|
|
Item 1. |
Financial Statements |
|
|
|
|
|
|
|
Consolidated Balance Sheets — June 30, 2014 (unaudited) and December 31, 2013 |
1 |
|
|
|
|
|
|
2 | |
|
|
|
|
|
|
3 | |
|
|
|
|
|
|
Consolidated Statements of Cash Flows (unaudited) — Six months ended June 30, 2014 and 2013 |
4 |
|
|
|
|
|
|
Consolidated Schedule of Investments (unaudited) — June 30, 2014 |
5 |
|
|
|
|
|
|
24 | |
|
|
|
|
|
|
44 | |
|
|
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
73 | |
|
|
|
|
|
93 | ||
|
|
|
|
|
94 | ||
|
|
|
|
|
|
|
|
|
94 | ||
|
|
|
|
|
94 | ||
|
|
|
|
|
94 | ||
|
|
|
|
|
94 | ||
|
|
|
|
|
|
95 | |
MAIN STREET CAPITAL CORPORATION
(in thousands, except shares and per share amounts)
|
|
|
June 30, 2014 |
|
December 31, 2013 |
| ||
|
|
|
(Unaudited) |
|
|
| ||
|
ASSETS |
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
Portfolio investments at fair value: |
|
|
|
|
| ||
|
Control investments (cost: $294,687 and $277,411 as of June 30, 2014 and December 31, 2013, respectively) |
|
$ |
395,985 |
|
$ |
356,973 |
|
|
Affiliate investments (cost: $229,132 and $242,592 as of June 30, 2014 and December 31, 2013, respectively) |
|
257,950 |
|
268,113 |
| ||
|
Non-Control/Non-Affiliate investments (cost: $763,484 and $643,068 as of June 30, 2014 and December 31, 2013, respectively) |
|
780,464 |
|
661,102 |
| ||
|
|
|
|
|
|
| ||
|
Total portfolio investments (cost: $1,287,303 and $1,163,071 as of June 30, 2014 and December 31, 2013, respectively) |
|
1,434,399 |
|
1,286,188 |
| ||
|
Marketable securities and idle funds investments (cost: $9,212 and $14,885 as of June 30, 2014 and December 31, 2013, respectively) |
|
8,974 |
|
13,301 |
| ||
|
|
|
|
|
|
| ||
|
Total investments (cost: $1,296,515 and $1,177,956 as of June 30, 2014 and December 31, 2013, respectively) |
|
1,443,373 |
|
1,299,489 |
| ||
|
|
|
|
|
|
| ||
|
Cash and cash equivalents |
|
30,495 |
|
34,701 |
| ||
|
Interest receivable and other assets |
|
20,665 |
|
16,054 |
| ||
|
Receivable for securities sold |
|
43,983 |
|
— |
| ||
|
Deferred financing costs (net of accumulated amortization of $5,497 and $4,722 as of June 30, 2014 and December 31, 2013, respectively) |
|
10,235 |
|
9,931 |
| ||
|
|
|
|
|
|
| ||
|
Total assets |
|
$ |
1,548,751 |
|
$ |
1,360,175 |
|
|
|
|
|
|
|
| ||
|
LIABILITIES |
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
SBIC debentures (par: $225,000 as of June 30, 2014 and $200,200 as of December 31, 2013, par of $75,200 is recorded at a fair value of $64,079 and $62,050 as of June 30, 2014 and December 31, 2013, respectively) |
|
$ |
213,879 |
|
$ |
187,050 |
|
|
Credit facility |
|
253,000 |
|
237,000 |
| ||
|
6.125% Notes |
|
90,882 |
|
90,882 |
| ||
|
Payable for securities purchased |
|
18,711 |
|
27,088 |
| ||
|
Deferred tax liability, net |
|
10,581 |
|
5,940 |
| ||
|
Dividend payable |
|
7,403 |
|
6,577 |
| ||
|
Accounts payable and other liabilities |
|
5,889 |
|
10,549 |
| ||
|
Interest payable |
|
4,996 |
|
2,556 |
| ||
|
|
|
|
|
|
| ||
|
Total liabilities |
|
605,341 |
|
567,642 |
| ||
|
|
|
|
|
|
| ||
|
Commitments and contingencies (Note M) |
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
NET ASSETS |
|
|
|
|
| ||
|
|
|
|
|
|
| ||
|
Common stock, $0.01 par value per share (150,000,000 shares authorized; 44,869,800 and 39,852,604 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively) |
|
449 |
|
398 |
| ||
|
Additional paid-in capital |
|
842,813 |
|
694,981 |
| ||
|
Accumulated net investment income, net of cumulative dividends of $251,759 and $199,140 as of June 30, 2014 and December 31, 2013, respectively |
|
14,478 |
|
22,778 |
| ||
|
Accumulated net realized gain from investments (accumulated net realized gain from investments of $12,194 before cumulative dividends of $45,021 as of June 30, 2014 and accumulated net realized gain from investments of $17,115 before cumulative dividends of $43,449 as of December 31, 2013) |
|
(32,827 |
) |
(26,334 |
) | ||
|
Net unrealized appreciation, net of income taxes |
|
118,497 |
|
100,710 |
| ||
|
|
|
|
|
|
| ||
|
Total net assets |
|
943,410 |
|
792,533 |
| ||
|
|
|
|
|
|
| ||
|
Total liabilities and net assets |
|
$ |
1,548,751 |
|
$ |
1,360,175 |
|
|
|
|
|
|
|
| ||
|
NET ASSET VALUE PER SHARE |
|
$ |
21.03 |
|
$ |
19.89 |
|
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 June 30, |
|
Six Months Ended June 30, |
| ||||||||
|
|
|
2014 |
|
2013 |
|
2014 |
|
2013 |
| ||||
|
INVESTMENT INCOME: |
|
|
|
|
|
|
|
|
| ||||
|
Interest, fee and dividend income: |
|
|
|
|
|
|
|
|
| ||||
|
Control investments |
|
$ |
10,546 |
|
$ |
8,169 |
|
$ |
19,842 |
|
$ |
14,703 |
|
|
Affiliate investments |
|
6,085 |
|
5,399 |
|
11,725 |
|
11,060 |
| ||||
|
Non-Control/Non-Affiliate investments |
|
18,016 |
|
13,862 |
|
33,649 |
|
27,000 |
| ||||
|
Interest, fee and dividend income |
|
34,647 |
|
27,430 |
|
65,216 |
|
52,763 |
| ||||
|
Interest, fee and dividend income from marketable securities and idle funds |
|
230 |
|
370 |
|
437 |
|
681 |
| ||||
|
Total investment income |
|
34,877 |
|
27,800 |
|
65,653 |
|
53,444 |
| ||||
|
EXPENSES: |
|
|
|
|
|
|
|
|
| ||||
|
Interest |
|
(5,473 |
) |
(5,542 |
) |
(10,759 |
) |
(9,424 |
) | ||||
|
Compensation |
|
(3,717 |
) |
(2,574 |
) |
(6,068 |
) |
(2,574 |
) | ||||
|
General and administrative |
|
(1,571 |
) |
(1,249 |
) |
(3,408 |
) |
(1,937 |
) | ||||
|
Share-based compensation |
|
(974 |
) |
(602 |
) |
(1,826 |
) |
(1,205 |
) | ||||
|
Expenses charged to the External Investment Manager |
|
436 |
|
— |
|
727 |
|
— |
| ||||
|
Expenses reimbursed to Internal Investment Manager |
|
— |
|
— |
|
— |
|
(3,189 |
) | ||||
|
Total expenses |
|
(11,299 |
) |
(9,967 |
) |
(21,334 |
) |
(18,329 |
) | ||||
|
NET INVESTMENT INCOME |
|
23,578 |
|
17,833 |
|
44,319 |
|
35,115 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET REALIZED GAIN (LOSS): |
|
|
|
|
|
|
|
|
| ||||
|
Affiliate investments |
|
(6,578 |
) |
— |
|
(6,578 |
) |
— |
| ||||
|
Non-Control/Non-Affiliate investments |
|
239 |
|
483 |
|
1,672 |
|
140 |
| ||||
|
Marketable securities and idle funds investments |
|
(25 |
) |
322 |
|
(15 |
) |
263 |
| ||||
|
Total net realized gain (loss) |
|
(6,364 |
) |
805 |
|
(4,921 |
) |
403 |
| ||||
|
NET REALIZED INCOME |
|
17,214 |
|
18,638 |
|
39,398 |
|
35,518 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION): |
|
|
|
|
|
|
|
|
| ||||
|
Portfolio investments |
|
17,053 |
|
6,337 |
|
23,910 |
|
16,415 |
| ||||
|
Marketable securities and idle funds investments |
|
298 |
|
(743 |
) |
1,346 |
|
(810 |
) | ||||
|
SBIC debentures |
|
(840 |
) |
555 |
|
(2,029 |
) |
(657 |
) | ||||
|
Total net change in unrealized appreciation |
|
16,511 |
|
6,149 |
|
23,227 |
|
14,948 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
INCOME TAXES: |
|
|
|
|
|
|
|
|
| ||||
|
Federal and state income, excise, and other taxes |
|
(132 |
) |
(752 |
) |
(799 |
) |
(1,422 |
) | ||||
|
Deferred taxes |
|
(3,643 |
) |
(31 |
) |
(4,641 |
) |
(1,411 |
) | ||||
|
Income tax provision |
|
(3,775 |
) |
(783 |
) |
(5,440 |
) |
(2,833 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
29,950 |
|
$ |
24,004 |
|
$ |
57,185 |
|
$ |
47,633 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
NET INVESTMENT INCOME PER SHARE - BASIC AND DILUTED |
|
$ |
0.53 |
|
$ |
0.51 |
|
$ |
1.05 |
|
$ |
1.01 |
|
|
NET REALIZED INCOME PER SHARE - BASIC AND DILUTED |
|
$ |
0.39 |
|
$ |
0.54 |
|
$ |
0.94 |
|
$ |
1.02 |
|
|
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE - BASIC AND DILUTED |
|
$ |
0.68 |
|
$ |
0.69 |
|
$ |
1.36 |
|
$ |
1.37 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
DIVIDENDS PAID PER SHARE: |
|
|
|
|
|
|
|
|
| ||||
|
Regular monthly dividends |
|
$ |
0.495 |
|
$ |
0.465 |
|
$ |
0.990 |
|
$ |
0.920 |
|
|
Supplemental dividends |
|
0.275 |
|
— |
|
0.275 |
|
0.350 |
| ||||
|
Total dividends |
|
$ |
0.770 |
|
$ |
0.465 |
|
$ |
1.265 |
|
$ |
1.270 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED |
|
44,216,906 |
|
34,803,729 |
|
42,069,669 |
|
34,751,905 |
| ||||
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 |
|
|
| ||||||
|
|
|
|
|
|
|
|
|
Accumulated |
|
Net Realized |
|
Appreciation from |
|
|
| ||||||
|
|
|
Common Stock |
|
Additional |
|
Net Investment |
|
Gain From |
|
Investments, |
|
|
| ||||||||
|
|
|
Number |
|
Par |
|
Paid-In |
|
Income, Net |
|
Investments, |
|
Net of Income |
|
Total Net |
| ||||||
|
|
|
of Shares |
|
Value |
|
Capital |
|
of Dividends |
|
Net of Dividends |
|
Taxes |
|
Asset Value |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Balances at December 31, 2012 |
|
34,589,484 |
|
$ |
346 |
|
$ |
544,136 |
|
$ |
35,869 |
|
$ |
(19,155 |
) |
$ |
81,780 |
|
$ |
642,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Share-based compensation |
|
— |
|
— |
|
1,205 |
|
— |
|
— |
|
— |
|
1,205 |
| ||||||
|
Purchase of vested stock for employee payroll tax withholding |
|
(19,460 |
) |
— |
|
(523 |
) |
— |
|
— |
|
— |
|
(523 |
) | ||||||
|
Dividend reinvestment |
|
173,926 |
|
2 |
|
5,580 |
|
— |
|
— |
|
— |
|
5,582 |
| ||||||
|
Issuance of restricted stock |
|
252,227 |
|
2 |
|
(2 |
) |
— |
|
— |
|
— |
|
— |
| ||||||
|
Consolidation of Internal Investment Manager |
|
— |
|
— |
|
2,037 |
|
— |
|
— |
|
— |
|
2,037 |
| ||||||
|
Issuances of common stock |
|
18,125 |
|
— |
|
578 |
|
— |
|
— |
|
— |
|
578 |
| ||||||
|
Dividends to stockholders |
|
— |
|
— |
|
— |
|
(44,105 |
) |
— |
|
— |
|
(44,105 |
) | ||||||
|
Net increase resulting from operations |
|
— |
|
— |
|
— |
|
35,115 |
|
403 |
|
12,115 |
|
47,633 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Balances at June 30, 2013 |
|
35,014,302 |
|
$ |
350 |
|
$ |
553,011 |
|
$ |
26,879 |
|
$ |
(18,752 |
) |
$ |
93,895 |
|
$ |
655,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Balances at December 31, 2013 |
|
39,852,604 |
|
$ |
398 |
|
$ |
694,981 |
|
$ |
22,778 |
|
$ |
(26,334 |
) |
$ |
100,710 |
|
$ |
792,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Public offering of common stock, net of offering costs |
|
4,600,000 |
|
46 |
|
139,651 |
|
— |
|
— |
|
— |
|
139,697 |
| ||||||
|
Share-based compensation |
|
— |
|
— |
|
1,826 |
|
— |
|
— |
|
— |
|
1,826 |
| ||||||
|
Purchase of vested stock for employee payroll tax withholding |
|
(36,425 |
) |
— |
|
(1,149 |
) |
— |
|
— |
|
— |
|
(1,149 |
) | ||||||
|
Dividend reinvestment |
|
225,613 |
|
2 |
|
7,347 |
|
— |
|
— |
|
— |
|
7,349 |
| ||||||
|
Amortization of directors’ deferred compensation |
|
— |
|
— |
|
160 |
|
— |
|
— |
|
— |
|
160 |
| ||||||
|
Issuance of restricted stock |
|
228,008 |
|
3 |
|
(3 |
) |
— |
|
— |
|
— |
|
— |
| ||||||
|
Dividends to stockholders |
|
— |
|
— |
|
— |
|
(52,619 |
) |
(1,572 |
) |
— |
|
(54,191 |
) | ||||||
|
Net increase (loss) resulting from operations |
|
— |
|
— |
|
— |
|
44,319 |
|
(4,921 |
) |
17,787 |
|
57,185 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Balances at June 30, 2014 |
|
44,869,800 |
|
$ |
449 |
|
$ |
842,813 |
|
$ |
14,478 |
|
$ |
(32,827 |
) |
$ |
118,497 |
|
$ |
943,410 |
|
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
|
|
|
Six Months Ended June 30, |
| ||||
|
|
|
2014 |
|
2013 |
| ||
|
|
|
|
|
|
| ||
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
| ||
|
Net increase in net assets resulting from operations |
|
$ |
57,185 |
|
$ |
47,633 |
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: |
|
|
|
|
| ||
|
Investments in portfolio companies |
|
(396,660 |
) |
(353,620 |
) | ||
|
Proceeds from sales and repayments of debt investments in portfolio companies |
|
226,804 |
|
178,750 |
| ||
|
Proceeds from sales of equity investments in portfolio companies |
|
1,208 |
|
— |
| ||
|
Investments in marketable securities and idle funds investments |
|
(11,901 |
) |
(52,503 |
) | ||
|
Proceeds from sales and repayments of marketable securities and idle funds investments |
|
14,461 |
|
42,469 |
| ||
|
Net change in unrealized appreciation |
|
(23,227 |
) |
(14,948 |
) | ||
|
Net realized (gain) loss |
|
4,921 |
|
(403 |
) | ||
|
Accretion of unearned income |
|
(6,020 |
) |
(5,079 |
) | ||
|
Payment-in-kind interest |
|
(3,051 |
) |
(2,368 |
) | ||
|
Cumulative dividends |
|
(752 |
) |
(467 |
) | ||
|
Share-based compensation expense |
|
1,826 |
|
1,205 |
| ||
|
Amortization of deferred financing costs |
|
776 |
|
538 |
| ||
|
Deferred taxes |
|
4,641 |
|
1,411 |
| ||
|
Changes in other assets and liabilities: |
|
|
|
|
| ||
|
Interest receivable and other assets |
|
(5,122 |
) |
2,913 |
| ||
|
Interest payable |
|
2,440 |
|
2,064 |
| ||
|
Payable to affiliated Internal Investment Manager |
|
— |
|
(3,960 |
) | ||
|
Accounts payable and other liabilities |
|
(4,573 |
) |
(330 |
) | ||
|
Deferred fees and other |
|
586 |
|
1,500 |
| ||
|
Net cash used in operating activities |
|
(136,458 |
) |
(155,195 |
) | ||
|
|
|
|
|
|
| ||
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
| ||
|
Proceeds from public offering of common stock, net of offering costs |
|
139,697 |
|
— |
| ||
|
Proceeds from public offering of 6.125% Notes |
|
— |
|
92,000 |
| ||
|
Dividends paid to stockholders |
|
(46,016 |
) |
(38,787 |
) | ||
|
Proceeds from issuance of SBIC debentures |
|
24,800 |
|
— |
| ||
|
Proceeds from credit facility |
|
213,000 |
|
250,000 |
| ||
|
Repayments on credit facility |
|
(197,000 |
) |
(167,000 |
) | ||
|
Payment of deferred loan costs and SBIC debenture fees |
|
(1,080 |
) |
(3,370 |
) | ||
|
Purchase of vested stock for employee payroll tax withholding |
|
(1,149 |
) |
(523 |
) | ||
|
Other |
|
— |
|
578 |
| ||
|
Net cash provided by financing activities |
|
132,252 |
|
132,898 |
| ||
|
|
|
|
|
|
| ||
|
Net increase (decrease) in cash and cash equivalents |
|
(4,206 |
) |
(22,297 |
) | ||
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
34,701 |
|
63,517 |
| ||
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
|
$ |
30,495 |
|
$ |
41,220 |
|
|
|
|
|
|
|
| ||
|
Supplemental cash flow disclosures: |
|
|
|
|
| ||
|
Interest paid |
|
$ |
7,545 |
|
$ |
6,827 |
|
|
Taxes paid |
|
$ |
3,089 |
|
$ |
4,466 |
|
|
Non-cash financing activities: |
|
|
|
|
| ||
|
Shares issued pursuant to the DRIP |
|
$ |
7,349 |
|
$ |
5,580 |
|
The accompanying notes are an integral part of these financial statements
MAIN STREET CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
June 30, 2014
(in thousands)
(Unaudited)
|
Portfolio Company (1) |
|
Business Description |
|
Type of Investment (2) (3) |
|
Principal (4) |
|
Cost (4) |
|
Fair Value |
|
|
Control Investments (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASC Interests, LLC |
|
Recreational and Educational Shooting Facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11% Secured Debt (Maturity - July 31, 2018) |
|
3,275 |
|
3,219 |
|
3,219 |
|
|
|
|
|
|
Member Units (Fully diluted 48.4%) (8) |
|
|
|
1,500 |
|
1,660 |
|
|
|
|
|
|
|
|
|
|
4,719 |
|
4,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond-Coat, Inc. |
|
Casing and Tubing Coating Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - December 28, 2017) |
|
13,570 |
|
13,430 |
|
13,570 |
|
|
|
|
|
|
Common Stock (Fully diluted 43.8%) |
|
|
|
6,350 |
|
10,500 |
|
|
|
|
|
|
|
|
|
|
19,780 |
|
24,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Café Brazil, LLC |
|
Casual Restaurant Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member Units (Fully diluted 69.0%) (8) |
|
|
|
1,742 |
|
6,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Healthcare Medical Billing, Inc. |
|
Outsourced Billing and Revenue Cycle Management |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% Secured Debt (Maturity - October 17, 2016) |
|
8,703 |
|
8,535 |
|
8,703 |
|
|
|
|
|
|
Warrants (Fully diluted 21.5%) |
|
|
|
1,193 |
|
3,480 |
|
|
|
|
|
|
Common Stock (Fully diluted 9.6%) |
|
|
|
1,177 |
|
1,460 |
|
|
|
|
|
|
|
|
|
|
10,905 |
|
13,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CBT Nuggets, LLC |
|
Produces and Sells IT Training Certification Videos |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member Units (Fully diluted 41.6%) (8) |
|
|
|
1,300 |
|
20,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ceres Management, LLC (Lambs Tire & Automotive) |
|
Aftermarket Automotive Services Chain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14% Secured Debt (Maturity - May 31, 2018) |
|
4,000 |
|
4,000 |
|
4,000 |
|
|
|
|
|
|
Class B Member Units (12% cumulative) (8) |
|
|
|
3,808 |
|
3,808 |
|
|
|
|
|
|
Member Units (Fully diluted 65.0%) |
|
|
|
5,273 |
|
1,190 |
|
|
|
|
|
|
9.5% Secured Debt (Lamb’s Real Estate Investment I, LLC) (Maturity - October 1, 2025) |
|
992 |
|
992 |
|
992 |
|
|
|
|
|
|
Member Units (Lamb’s Real Estate Investment I, LLC) (Fully diluted 100.0%) (8) |
|
|
|
625 |
|
1,110 |
|
|
|
|
|
|
|
|
|
|
14,698 |
|
11,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Datacom, LLC |
|
Technology and Telecommunications Provider |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8% Secured Debt (Maturity - May 31, 2015) |
|
360 |
|
356 |
|
356 |
|
|
|
|
|
|
10.5% Secured Debt (Maturity - May 31, 2019) |
|
11,205 |
|
11,094 |
|
11,094 |
|
|
|
|
|
|
Member Units (Fully diluted 37.6%) |
|
|
|
6,030 |
|
6,030 |
|
|
|
|
|
|
|
|
|
|
17,480 |
|
17,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Garreco, LLC |
|
Manufacturer and Supplier of Dental Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14% Secured Debt (Maturity - January 12, 2018) |
|
5,700 |
|
5,605 |
|
5,605 |
|
|
|
|
|
|
Member Units (Fully diluted 32.0%) (8) |
|
|
|
1,200 |
|
1,200 |
|
|
|
|
|
|
|
|
|
|
6,805 |
|
6,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gulf Manufacturing, LLC |
|
Manufacturer of Specialty Fabricated Industrial Piping Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% PIK Secured Debt (Ashland Capital IX, LLC) (Maturity - June 30, 2017) |
|
744 |
|
744 |
|
744 |
|
|
|
|
|
|
Member Units (Fully diluted 32.1%) (8) |
|
|
|
2,980 |
|
14,800 |
|
|
|
|
|
|
|
|
|
|
3,724 |
|
15,544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harrison Hydra-Gen, Ltd. |
|
Manufacturer of Hydraulic Generators |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% Secured Debt (Maturity - June 4, 2015) |
|
5,487 |
|
5,337 |
|
5,487 |
|
|
|
|
|
|
Preferred Stock (8% cumulative) (8) |
|
|
|
1,214 |
|
1,214 |
|
|
|
|
|
|
Common Stock (Fully diluted 34.4%) (8) |
|
|
|
718 |
|
1,760 |
|
|
|
|
|
|
|
|
|
|
7,269 |
|
8,461 |
|
|
Portfolio Company (1) |
|
Business Description |
|
Type of Investment (2) (3) |
|
Principal (4) |
|
Cost (4) |
|
Fair Value |
|
|
Hawthorne Customs and Dispatch Services, LLC |
|
Facilitator of Import Logistics, Brokerage, and Warehousing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member Units (Fully diluted 47.6%) (8) |
|
|
|
589 |
|
220 |
|
|
|
|
|
|
Member Units (Wallisville Real Estate, LLC) (Fully diluted 59.2%) (8) |
|
|
|
1,215 |
|
2,050 |
|
|
|
|
|
|
|
|
|
|
1,804 |
|
2,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hydratec, Inc. |
|
Designer and Installer of Micro-Irrigation Systems |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock (Fully diluted 95.9%) (8) |
|
|
|
7,095 |
|
13,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IDX Broker, LLC |
|
Provider of Marketing and CRM Tools for the Real Estate Industry |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.5% Secured Debt (Maturity - November 18, 2018) |
|
10,571 |
|
10,475 |
|
10,475 |
|
|
|
|
|
|
Member Units (Fully diluted 60.1%) |
|
|
|
5,029 |
|
5,029 |
|
|
|
|
|
|
|
|
|
|
15,504 |
|
15,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact Telecom, Inc. |
|
Telecommunications Services Provider |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIBOR Plus 6.50% (Floor 2.00%), Current Coupon 8.50%, Secured Debt (Maturity - May 31, 2018) (9) |
|
1,575 |
|
1,569 |
|
1,569 |
|
|
|
|
|
|
13% Secured Debt (Maturity - May 31, 2018) |
|
22,500 |
|
15,207 |
|
15,207 |
|
|
|
|
|
|
Warrants (Fully diluted 40.0%) |
|
|
|
8,000 |
|
7,440 |
|
|
|
|
|
|
|
|
|
|
24,776 |
|
24,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indianapolis Aviation Partners, LLC |
|
Fixed Base Operator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15% Secured Debt (Maturity - September 15, 2014) |
|
3,250 |
|
3,228 |
|
3,250 |
|
|
|
|
|
|
Warrants (Fully diluted 30.1%) |
|
|
|
1,129 |
|
2,541 |
|
|
|
|
|
|
|
|
|
|
4,357 |
|
5,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jensen Jewelers of Idaho, LLC |
|
Retail Jewelry Store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prime Plus 6.75% (Floor 3.25%), Current Coupon 10.00%, Secured Debt (Maturity - November 14, 2016) (9) |
|
3,955 |
|
3,906 |
|
3,955 |
|
|
|
|
|
|
Member Units (Fully diluted 60.8%) (8) |
|
|
|
811 |
|
3,440 |
|
|
|
|
|
|
|
|
|
|
4,717 |
|
7,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lighting Unlimited, LLC |
|
Commercial and Residential Lighting Products and Design Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8% Secured Debt (Maturity - August 22, 2014) |
|
1,568 |
|
1,568 |
|
1,568 |
|
|
|
|
|
|
Preferred Stock (non-voting) |
|
|
|
442 |
|
442 |
|
|
|
|
|
|
Warrants (Fully diluted 7.1%) |
|
|
|
54 |
|
40 |
|
|
|
|
|
|
Common Stock (Fully diluted 70.0%) (8) |
|
|
|
100 |
|
360 |
|
|
|
|
|
|
|
|
|
|
2,164 |
|
2,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marine Shelters Holdings, LLC (LoneStar Marine Shelters) |
|
Fabricator of Marine and Industrial Shelters |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - December 28, 2017) |
|
10,250 |
|
10,094 |
|
10,094 |
|
|
|
|
|
|
Preferred Stock (Fully diluted 26.7%) |
|
|
|
3,750 |
|
3,750 |
|
|
|
|
|
|
|
|
|
|
13,844 |
|
13,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
9.5% Secured Debt (Mid - Columbia Real Estate, LLC) (Maturity - May 13, 2025) |
|
949 |
|
949 |
|
949 |
|
|
|
|
|
|
Member Units (Fully diluted 56.6%) (8) |
|
|
|
1,244 |
|
10,650 |
|
|
|
|
|
|
Member Units (Mid - Columbia Real Estate, LLC) (Fully diluted 50.0%) (8) |
|
|
|
250 |
|
440 |
|
|
|
|
|
|
|
|
|
|
8,093 |
|
17,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSC Adviser I, LLC |
|
Third Party Investment Advisory Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member Units (Fully diluted 100.0%) (8) |
|
|
|
— |
|
4,760 |
|
|
Portfolio Company (1) |
|
Business Description |
|
Type of Investment (2) (3) |
|
Principal (4) |
|
Cost (4) |
|
Fair Value |
|
|
NAPCO Precast, LLC |
|
Precast Concrete Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prime Plus 2% (Floor 7.00%), Current Coupon 9%, Secured Debt (Maturity - September 1, 2015) (9) |
|
2,750 |
|
2,717 |
|
2,750 |
|
|
|
|
|
|
Prime Plus 2% (Floor 7.00%), Current Coupon 9%, Secured Debt (Maturity - February 1, 2016) (9) |
|
1,438 |
|
1,427 |
|
1,433 |
|
|
|
|
|
|
18% Secured Debt (Maturity - February 1, 2016) |
|
4,468 |
|
4,429 |
|
4,468 |
|
|
|
|
|
|
Member Units (Fully diluted 44.0%) (8) |
|
|
|
2,975 |
|
6,240 |
|
|
|
|
|
|
|
|
|
|
11,548 |
|
14,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NRI Clinical Research, LLC |
|
Clinical Research Service Provider |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14% Secured Debt (Maturity - September 8, 2016) |
|
4,991 |
|
4,849 |
|
4,849 |
|
|
|
|
|
|
Warrants (Fully diluted 10.0%) |
|
|
|
252 |
|
160 |
|
|
|
|
|
|
Member Units (Fully diluted 26.7%) |
|
|
|
671 |
|
722 |
|
|
|
|
|
|
|
|
|
|
5,772 |
|
5,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NRP Jones, LLC |
|
Manufacturer of Hoses, Fittings and Assemblies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - December 22, 2016) |
|
12,151 |
|
11,482 |
|
12,151 |
|
|
|
|
|
|
Warrants (Fully diluted 12.2%) |
|
|
|
817 |
|
1,070 |
|
|
|
|
|
|
Member Units (Fully diluted 43.2%) (8) |
|
|
|
2,900 |
|
3,590 |
|
|
|
|
|
|
|
|
|
|
15,199 |
|
16,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OMi Holdings, Inc. |
|
Manufacturer of Overhead Cranes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock (Fully diluted 48.0%) (8) |
|
|
|
1,080 |
|
13,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pegasus Research Group, LLC (Televerde) |
|
Provider of Telemarketing and Data Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% Secured Debt (Maturity - January 6, 2016) |
|
3,791 |
|
3,772 |
|
3,791 |
|
|
|
|
|
|
Member Units (Fully diluted 42.7%) (8) |
|
|
|
1,250 |
|
5,020 |
|
|
|
|
|
|
|
|
|
|
5,022 |
|
8,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PPL RVs, Inc. |
|
Recreational Vehicle Dealer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.1% Secured Debt (Maturity - June 10, 2015) |
|
7,860 |
|
7,836 |
|
7,860 |
|
|
|
|
|
|
Common Stock (Fully diluted 51.1%) |
|
|
|
2,150 |
|
8,160 |
|
|
|
|
|
|
|
|
|
|
9,986 |
|
16,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principle Environmental, LLC |
|
Noise Abatement Service Provider |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - April 30, 2017) |
|
4,105 |
|
3,714 |
|
4,105 |
|
|
|
|
|
|
12% Current / 2% PIK Secured Debt (Maturity - April 30, 2017) |
|
2,721 |
|
2,689 |
|
2,721 |
|
|
|
|
|
|
Warrants (Fully diluted 5.0%) |
|
|
|
1,200 |
|
720 |
|
|
|
|
|
|
Preferred Equity (Fully diluted 65.6%) (8) |
|
|
|
4,663 |
|
11,830 |
|
|
|
|
|
|
|
|
|
|
12,266 |
|
19,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
River Aggregates, LLC |
|
Processor of Construction Aggregates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - June 30, 2018) |
|
500 |
|
500 |
|
500 |
|
|
|
|
|
|
Zero Coupon Secured Debt (Maturity - June 30, 2018) |
|
750 |
|
448 |
|
448 |
|
|
|
|
|
|
Member Units (Fully diluted 38.3%) |
|
|
|
1,150 |
|
1,390 |
|
|
|
|
|
|
Member Units (RA Properties, LLC) (Fully diluted 50.0%) |
|
|
|
369 |
|
369 |
|
|
|
|
|
|
|
|
|
|
2,467 |
|
2,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southern RV, LLC |
|
Recreational Vehicle Dealer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13% Secured Debt (Maturity - August 8, 2018) |
|
11,400 |
|
11,252 |
|
11,252 |
|
|
|
|
|
|
Member Units (Fully diluted 50.2%) (8) |
|
|
|
1,680 |
|
3,460 |
|
|
|
|
|
|
13% Secured Debt (Southern RV Real Estate, LLC) (Maturity - August 8, 2018) |
|
3,250 |
|
3,208 |
|
3,208 |
|
|
|
|
|
|
Member Units (Southern RV Real Estate, LLC) (Fully diluted 55.7%) |
|
|
|
480 |
|
470 |
|
|
|
|
|
|
|
|
|
|
16,620 |
|
18,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The MPI Group, LLC |
|
Manufacturer of Custom Hollow Metal Doors, Frames and Accessories |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5% Current / 4.5% PIK Secured Debt (Maturity - July 1, 2014) |
|
1,079 |
|
1,079 |
|
880 |
|
|
|
|
|
|
6% Current / 6% PIK Secured Debt (Maturity - July 1, 2014) |
|
5,845 |
|
5,845 |
|
4,806 |
|
|
|
|
|
|
Warrants (Fully diluted 52.3%) |
|
|
|
1,096 |
|
— |
|
|
|
|
|
|
|
|
|
|
8,020 |
|
5,686 |
|
|
Portfolio Company (1) |
|
Business Description |
|
Type of Investment (2) (3) |
|
Principal (4) |
|
Cost (4) |
|
Fair Value |
|
|
Travis Acquisition LLC |
|
Manufacturer of Aluminum Trailers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12% Secured Debt (Maturity - August 30, 2018) |
|
8,970 |
|
8,812 |
|
8,970 |
|
|
|
|
|
|
Member Units (Fully diluted 65.5%) |
|
|
|
7,100 |
|
11,410 |
|
|
|
|
|
|
|
|
|
|
15,912 |
|
20,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Uvalco Supply, LLC |
|
Farm and Ranch Supply Store |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9% Secured Debt (Maturity - January 1, 2019) |
|
1,987 |
|
1,987 |
|
1,987 |
|
|
|
|
|
|
Member Units (Fully diluted 42.8%) (8) |
|
|
|
1,113 |
|
3,680 |
|
|
|
|
|
|
|
|
|
|
3,100 |
|
5,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vision Interests, Inc. |
|
Manufacturer / Installer of Commercial Signage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13% Secured Debt (Maturity - December 23, 2016) |
|
3,204 |
|
3,164 |
|
3,164 |
|
|
|
|
|
|
Series A Preferred Stock (Fully diluted 50.9%) |
|
|
|
3,000 |
|
2,100 |
|
|
|
|
|
|
Common Stock (Fully diluted 19.1%) |
|
|
|
3,706 |
|
— |
|
|
|
|
|
|
|
|
|
|
9,870 |
|
5,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ziegler’s NYPD, LLC |
|
Casual Restaurant Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prime Plus 2% (Floor 7.00%), Current Coupon 9%, Secured Debt (Maturity - October 1, 2018) (9) |
|
1,000 |
|
1,000 |
|
1,000 |
|
|
|
|
|
|
9% Current / 9% PIK Secured Debt (Maturity - October 1, 2018) |