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Main Street Capital CORP - Quarter Report: 2021 March (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

OR

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, 8th 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

  

Trading Symbol

 

Name of Each Exchange on Which
Registered

Common Stock, par value $0.01 per share

MAIN

New York Stock Exchange

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  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

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

The number of shares outstanding of the issuer’s common stock as of May 7, 2021 was 68,226,733.


Table of Contents

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements

Consolidated Balance Sheets—March 31, 2021 (unaudited) and December 31, 2020

1

Consolidated Statements of Operations (unaudited)—Three months ended March 31, 2021 and 2020

2

Consolidated Statements of Changes in Net Assets (unaudited)—Three months ended March 31, 2021 and 2020

3

Consolidated Statements of Cash Flows (unaudited)—Three months ended March 31, 2021 and 2020

4

Consolidated Schedule of Investments (unaudited)—March 31, 2021

5

Consolidated Schedule of Investments—December 31, 2020

30

Notes to Consolidated Financial Statements (unaudited)

53

Consolidated Schedules of Investments in and Advances to Affiliates (unaudited)—Three months ended March 31, 2021 and 2020

88

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

97

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

111

Item 4.

Controls and Procedures

112

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

113

Item 1A.

Risk Factors

113

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

113

Item 5.

Other Information

113

Item 6.

Exhibits

115

Signatures

116


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Balance Sheets

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

March 31, 

December 31, 

    

2021

    

2020

(Unaudited)

ASSETS

 

  

 

  

Investments at fair value:

 

  

 

  

Control investments (cost: $896,464 and $831,490 as of March 31, 2021 and December 31, 2020, respectively)

$

1,192,964

$

1,113,725

Affiliate investments (cost: $419,487 and $416,479 as of March 31, 2021 and December 31, 2020, respectively)

 

375,723

 

366,301

Non‑Control/Non‑Affiliate investments (cost: $1,281,784 and $1,268,740 as of March 31, 2021 and December 31, 2020, respectively)

 

1,231,444

 

1,204,840

Total investments (cost: $2,597,735 and $2,516,709 as of March 31, 2021 and December 31, 2020, respectively)

 

2,800,131

 

2,684,866

Cash and cash equivalents

 

65,001

 

31,919

Interest receivable and other assets

 

45,012

 

49,761

Deferred financing costs (net of accumulated amortization of $8,734 and $8,477 as of March 31, 2021 and December 31, 2020, respectively)

 

2,561

 

2,818

Total assets

$

2,912,705

$

2,769,364

LIABILITIES

 

 

Credit facility

$

87,000

$

269,000

SBIC debentures (par: $290,000 and $309,800 as of March 31, 2021 and December 31, 2020, respectively)

 

283,948

 

303,972

5.20% Notes due 2024 (par: $450,000 as of both March 31, 2021 and December 31, 2020)

 

451,681

 

451,817

4.50% Notes due 2022 (par: $185,000 as of both March 31, 2021 and December 31, 2020)

 

183,988

 

183,836

3.00% Notes due 2026 (par: $300,000 as of March 31, 2021)

 

294,948

 

Accounts payable and other liabilities

 

20,134

 

20,833

Payable for securities purchased

 

18,992

 

Interest payable

 

15,268

 

8,658

Dividend payable

 

13,942

 

13,889

Deferred tax liability, net

 

2,640

 

2,592

Total liabilities

 

1,372,541

 

1,254,597

Commitments and contingencies (Note K)

 

 

NET ASSETS

 

 

Common stock, $0.01 par value per share (150,000,000 shares authorized; 68,000,898 and 67,674,853 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively)

 

680

 

677

Additional paid‑in capital

 

1,625,881

 

1,615,940

Total undistributed (overdistributed) earnings

 

(86,397)

 

(101,850)

Total net assets

 

1,540,164

 

1,514,767

Total liabilities and net assets

$

2,912,705

$

2,769,364

NET ASSET VALUE PER SHARE

$

22.65

$

22.35

The accompanying notes are an integral part of these consolidated financial statements

1


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, 

    

2021

    

2020

    

INVESTMENT INCOME:

 

  

 

  

 

Interest, fee and dividend income:

 

  

 

  

 

Control investments

$

24,025

$

19,474

Affiliate investments

 

11,505

 

8,164

Non‑Control/Non‑Affiliate investments

 

27,277

 

28,512

Total investment income

 

62,807

 

56,150

EXPENSES:

 

 

Interest

 

(13,804)

 

(12,441)

Compensation

 

(6,318)

 

(2,498)

General and administrative

 

(2,975)

 

(3,473)

Share‑based compensation

 

(2,333)

 

(2,837)

Expenses allocated to the External Investment Manager

 

2,380

 

1,644

Total expenses

 

(23,050)

 

(19,605)

NET INVESTMENT INCOME

 

39,757

 

36,545

NET REALIZED GAIN (LOSS):

 

 

Control investments

 

(10,925)

 

(21,472)

Affiliate investments

 

(4,803)

 

(235)

Non‑Control/Non‑Affiliate investments

 

(2)

 

(158)

Realized loss on extinguishment of debt

 

 

(534)

Total net realized loss

 

(15,730)

 

(22,399)

NET UNREALIZED APPRECIATION (DEPRECIATION):

 

 

Control investments

 

14,261

 

(35,410)

Affiliate investments

 

6,417

 

(21,166)

Non‑Control/Non‑Affiliate investments

 

13,323

 

(137,732)

SBIC debentures

 

 

460

Total net unrealized appreciation (depreciation)

 

34,001

 

(193,848)

INCOME TAXES:

 

 

Federal and state income, excise and other taxes

 

(634)

 

294

Deferred taxes

 

(48)

 

7,970

Income tax benefit (provision)

 

(682)

 

8,264

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

$

57,346

$

(171,438)

NET INVESTMENT INCOME PER SHARE—BASIC AND DILUTED

$

0.58

$

0.57

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER
SHARE—BASIC AND DILUTED

$

0.84

$

(2.66)

WEIGHTED AVERAGE SHARES
OUTSTANDING—BASIC AND DILUTED

 

68,126,576

 

64,536,471

The accompanying notes are an integral part of these consolidated financial statements

2


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Changes in Net Assets

(dollars in thousands, except shares)

(Unaudited)

Total

Common Stock

Additional

Undistributed

Number of

Par

PaidIn

(Overdistributed)

Total Net

    

Shares

    

Value

    

Capital

    

Earnings

    

Asset Value

Balances at December 31, 2019

 

64,252,937

$

643

$

1,512,435

$

23,312

$

1,536,390

Public offering of common stock, net of offering costs

 

91,458

 

1

 

3,854

 

 

3,855

Share‑based compensation

 

 

 

2,837

 

 

2,837

Purchase of vested stock for employee payroll tax withholding

(851)

(29)

(29)

Dividend reinvestment

 

108,722

 

1

 

3,929

 

 

3,930

Amortization of directors’ deferred compensation

 

 

 

238

 

 

238

Issuance of restricted stock

 

10,383

 

 

 

 

Dividends to stockholders

 

 

 

93

 

(39,706)

 

(39,613)

Net decrease resulting from operations

 

 

 

 

(171,438)

 

(171,438)

Balances at March 31, 2020

 

64,462,649

$

645

$

1,523,357

$

(187,832)

$

1,336,170

Balances at December 31, 2020

 

67,762,032

$

677

$

1,615,940

$

(101,850)

$

1,514,767

Public offering of common stock, net of offering costs

117,388

 

2

 

3,626

 

 

3,628

Share‑based compensation

 

 

2,333

 

 

2,333

Purchase of vested stock for employee payroll tax withholding

(180)

 

 

(7)

 

 

(7)

Dividend reinvestment

106,651

 

1

 

3,698

 

 

3,699

Amortization of directors’ deferred compensation

 

 

195

 

 

195

Issuance of restricted stock

15,007

 

 

 

 

Dividends to stockholders

 

 

96

 

(41,893)

 

(41,797)

Net increase resulting from operations

 

 

-

 

57,346

 

57,346

Balances at March 31, 2021

68,000,898

$

680

$

1,625,881

$

(86,397)

$

1,540,164

The accompanying notes are an integral part of these consolidated financial statements

3


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)

Three Months Ended

    

March 31, 

2021

   

2020

CASH FLOWS FROM OPERATING ACTIVITIES

Net increase (decrease) in net assets resulting from operations

$

57,346

$

(171,438)

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Investments in portfolio companies

(208,186)

(138,608)

Proceeds from sales and repayments of debt investments in portfolio companies

121,027

157,027

Proceeds from sales and return of capital of equity investments in portfolio companies

13,920

3,180

Net unrealized (appreciation) depreciation

(34,001)

193,848

Net realized loss

15,730

22,399

Accretion of unearned income

(2,468)

(3,583)

Payment-in-kind interest

(2,389)

(591)

Cumulative dividends

(425)

(542)

Share-based compensation expense

2,333

2,837

Amortization of deferred financing costs

740

663

Deferred tax (benefit) provision

48

(7,970)

Changes in other assets and liabilities:

Interest receivable and other assets

4,096

5,914

Interest payable

6,610

4,019

Accounts payable and other liabilities

(504)

(6,990)

Deferred fees and other

1,172

1,198

Net cash provided by (used in) operating activities

(24,951)

61,363

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from public offering of common stock, net of offering costs

3,628

3,855

Proceeds from public offering of 3.00% Notes due 2026

300,000

-

Dividends paid

(38,045)

(35,639)

Proceeds from issuance of SBIC debentures

20,200

15,000

Repayments of SBIC debentures

(40,000)

(22,000)

Proceeds from credit facility

125,000

94,000

Repayments on credit facility

(307,000)

(117,000)

Debt issuance costs, net

(5,743)

(608)

Purchases of vested stock for employee payroll tax withholding

(7)

(29)

Net cash provided by (used in) financing activities

58,033

(62,421)

Net increase (decrease) in cash and cash equivalents

33,082

(1,058)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

31,919

55,246

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

65,001

$

54,188

Supplemental cash flow disclosures:

Interest paid

$

6,424

$

7,729

Taxes paid

$

(487)

$

1,466

Operating non-cash activities:

Right-of-use assets obtained in exchange for operating lease liabilities

$

-

$

5,240

Non-cash financing activities:

Shares issued pursuant to the DRIP

$

3,699

$

3,930

The accompanying notes are an integral part of these consolidated financial statements

4


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Control Investments (5)

ASC Interests, LLC

August 1, 2013

Recreational and Educational Shooting Facility

Secured Debt

13.00%

7/31/2022

1,750

1,720

1,720

Member Units

1,500

1,500

1,170

3,220

2,890

Analytical Systems Keco, LLC

August 16, 2019

Manufacturer of Liquid and Gas Analyzers

Secured Debt

12.00% (L+10.00%, Floor 2.00%)

8/16/2024

5,155

4,889

4,889

(9)

Preferred Member Units

3,200

3,200

2,730

Warrants

420

8/16/2029

316

-

(27)

8,405

7,619

ATS Workholding, LLC

(10)

March 10, 2014

Manufacturer of Machine Cutting Tools and Accessories

Secured Debt

5.00%

11/16/2021

4,942

4,784

3,184

(14)

Preferred Member Units

3,725,862

3,726

-

8,510

3,184

Project BarFly, LLC

(10)

August 31, 2015

Casual Restaurant Group

Secured Debt

7.00%

10/31/2024

711

711

711

Member Units

37

1,584

1,584

2,295

2,295

Bolder Panther Group, LLC

December 31, 2020

Consumer Goods and Fuel Retailer

Secured Debt

9.50% (L+8.00%, Floor 1.50%)

12/31/2025

500

500

500

(9)

Secured Debt

10.50% (L+9.00%, Floor 1.50%)

12/31/2025

27,500

27,239

27,239

(9)

Class A Preferred Member Units

14.00%

10,194

10,194

(8) (30)

Class B Preferred Member Units

140,000

8.00%

14,000

14,000

(8) (30)

51,933

51,933

Bond-Coat, Inc.

Casing and Tubing Coating Services

Common Stock

57,508

6,350

2,480

Brewer Crane Holdings, LLC

January 9, 2018

Provider of Crane Rental and Operating Services

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

1/9/2023

8,432

8,394

8,394

(9)

Preferred Member Units

2,950

4,280

5,490

(8)

12,674

13,884

5


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Bridge Capital Solutions Corporation

April 18, 2012

Financial Services and Cash Flow Solutions Provider

Secured Debt

13.00%

12/11/2024

8,813

8,573

8,573

Warrants

82

7/25/2026

2,132

3,340

(27)

Secured Debt

13.00%

12/11/2024

1,000

999

999

(30)

Preferred Member Units

17,742

1,000

1,000

(8) (30)

12,704

13,912

Café Brazil, LLC

April 20, 2004

Casual Restaurant Group

Member Units

1,233

1,742

2,260

California Splendor Holdings LLC

March 30, 2018

Processor of Frozen Fruits

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

3/30/2023

2,500

2,423

2,423

(9)

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

3/30/2023

28,000

27,869

27,869

(9)

Preferred Member Units

6,725

8,565

8,565

(8)

Preferred Member Units

6,157

10,775

6,872

(8)

49,632

45,729

CBT Nuggets, LLC

June 1, 2006

Produces and Sells IT Training Certification Videos

Member Units

416

1,300

46,080

(8)

Centre Technologies Holdings, LLC

January 4, 2019

Provider of IT Hardware Services and Software Solutions

Secured Debt

12.00% (L+10.00%, Floor 2.00%)

1/4/2024

9,875

9,813

9,813

(9)

Preferred Member Units

12,696

5,840

6,160

15,653

15,973

Chamberlin Holding LLC

February 26, 2018

Roofing and Waterproofing Specialty Contractor

Secured Debt

9.00% (L+8.00%, Floor 1.00%)

2/26/2023

15,212

15,144

15,212

(9)

Member Units

4,347

11,440

28,280

(8)

Member Units

1,047,146

1,322

1,330

(8) (30)

27,906

44,822

Charps, LLC

February 3, 2017

Pipeline Maintenance and Construction

Unsecured Debt

10.00% (8.67% Cash, 1.33% PIK)

1/31/2024

8,978

7,364

7,718

(19)

Preferred Member Units

1,600

400

11,320

(8)

7,764

19,038

6


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Clad-Rex Steel, LLC

December 20, 2016

Specialty Manufacturer of Vinyl-Clad Metal

Secured Debt

10.50% (L+9.50%, Floor 1.00%)

1/15/2024

10,880

10,773

10,773

(9)

Member Units

717

7,280

8,610

(8)

Secured Debt

10.00%

12/20/2036

1,103

1,093

1,093

(30)

Member Units

800

210

530

(30)

19,356

21,006

CMS Minerals Investments

January 30, 2015

Oil & Gas Exploration & Production

(8)

Member Units

100

2,142

1,767

(30)

Cody Pools, Inc.

March 6, 2020

Designer of Residential and Commercial Pools

Secured Debt

12.25% (L+10.50%, Floor 1.75%)

3/6/2025

14,016

13,899

14,016

(9)

Preferred Member Units

587

8,317

18,870

22,216

32,886

Colonial Electric Company LLC

March 31, 2021

Provider of Electrical Contracting Services

Secured Debt

12.00%

3/31/2026

25,200

24,948

24,948

Preferred Member Units

17,280

7,680

7,680

32,628

32,628

CompareNetworks Topco, LLC

January 29, 2019

Internet Publishing and Web Search Portals

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

1/29/2024

7,954

7,913

7,954

(9)

Preferred Member Units

1,975

1,975

8,310

(8)

9,888

16,264

Copper Trail Fund Investments

(12) (13)

July 17, 2017

Investment Partnership

LP Interests (CTMH, LP)

39%

710

710

(31)

Datacom, LLC

May 30, 2014

Technology and Telecommunications Provider

Secured Debt

5.00%

12/31/2025

8,973

8,037

8,037

Preferred Member Units

9,000

2,610

2,610

10,647

10,647

Digital Products Holdings LLC

April 1, 2018

Designer and Distributor of Consumer Electronics

Secured Debt

11.00% (L+10.00%, Floor 1.00%)

4/1/2023

17,843

17,758

17,758

(9)

Preferred Member Units

3,857

9,501

9,835

(8)

27,259

27,593

7


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Direct Marketing Solutions, Inc.

February 13, 2018

Provider of Omni-Channel Direct Marketing Services

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

2/13/2023

15,090

15,015

15,015

(9)

Preferred Stock

8,400

8,400

17,820

23,415

32,835

Gamber-Johnson Holdings, LLC ("GJH")

June 24, 2016

Manufacturer of Ruggedized Computer Mounting Systems

Secured Debt

9.00% (L+7.00%, Floor 2.00%)

6/24/2021

20,638

20,623

20,638

(9)

Member Units

9,042

17,692

55,250

(8)

38,315

75,888

Garreco, LLC

July 15, 2013

Manufacturer and Supplier of Dental Products

Secured Debt

9.00% (L+8.00%, Floor 1.00%, Ceiling 1.50%)

7/31/2022

4,519

4,519

4,519

(9)

Member Units

1,200

1,200

1,670

5,719

6,189

GRT Rubber Technologies LLC ("GRT")

December 19, 2014

Manufacturer of Engineered Rubber Products

Secured Debt

7.12% (L+7.00%)

12/31/2023

16,775

16,775

16,775

Member Units

5,879

13,065

44,900

(8)

29,840

61,675

Gulf Manufacturing, LLC

August 31, 2007

Manufacturer of Specialty Fabricated Industrial Piping Products

Member Units

438

2,980

4,650

(8)

Gulf Publishing Holdings, LLC

April 29, 2016

Energy Industry Focused Media and Publishing

Secured Debt

10.50% (5.25% Cash, 5.25% PIK) (L+9.50%, Floor 1.00%)

9/30/2020

253

253

253

(9) (17) (19)

Secured Debt

12.50% (6.25% Cash, 6.25% PIK)

4/29/2021

13,353

13,350

12,259

(19)

Member Units

3,681

3,681

-

17,284

12,512

Harris Preston Fund Investments

(12) (13)

October 1, 2017

Investment Partnership

LP Interests (2717 MH, L.P.)

49%

2,646

2,684

(31)

LP Interests (2717 HPP-MS, L.P.)

49%

250

250

(31)

2,896

2,934

Harrison Hydra-Gen, Ltd.

June 4, 2010

Manufacturer of Hydraulic Generators

Common Stock

107,456

718

5,320

8


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Jensen Jewelers of Idaho, LLC

November 14, 2006

Retail Jewelry Store

Secured Debt

10.00% (Prime+6.75%, Floor 2.00%)

11/14/2023

3,250

3,227

3,250

(9)

Member Units

627

811

8,320

(8)

4,038

11,570

J&J Services, Inc.

October 31, 2019

Provider of Dumpster and Portable Toilet Rental Services

Secured Debt

11.50%

10/31/2024

12,800

12,702

12,800

Preferred Stock

2,814

7,085

12,680

19,787

25,480

KBK Industries, LLC

January 23, 2006

Manufacturer of Specialty Oilfield and Industrial Products

Member Units

325

783

13,200

(8)

Kickhaefer Manufacturing Company, LLC

October 31, 2018

Precision Metal Parts Manufacturing

Secured Debt

11.50%

10/31/2023

22,415

22,280

22,280

Member Units

581

12,240

12,240

Secured Debt

9.00%

10/31/2048

3,940

3,901

3,901

Member Units

800

992

1,160

(8) (30)

39,413

39,581

Market Force Information, LLC

July 28, 2017

Provider of Customer Experience Management Services

Secured Debt

12.00% (L+11.00%, Floor 1.00%)

7/28/2023

3,150

3,150

3,150

(9)

Secured Debt

12.00% PIK

7/28/2023

26,079

25,952

13,268

(14) (19)

Member Units

743,921

16,642

-

45,744

16,418

MH Corbin Holding LLC

August 31, 2015

Manufacturer and Distributor of Traffic Safety Products

Secured Debt

13.00% (10.00% Cash, 3.00% PIK)

3/31/2022

8,490

8,456

8,208

(19)

Preferred Member Units

66,000

4,400

1,200

Preferred Member Units

4,000

6,000

-

18,856

9,408

MSC Adviser I, LLC

(16)

November 22, 2013

Third Party Investment
Advisory Services

Member Units

100%

29,500

117,220

(8) (31)

MS Private Loan Fund I, LP

(12)

January 26, 2021

Investment Partnership

Unsecured Debt

5.00%

6/30/2022

8,422

8,422

8,422

LP Interests

11.6%

142

142

8,564

8,564

MSC Income Fund Inc.

(12) (13)

January 28, 2021

Non-listed Business Development Company

Unsecured Debt

5.00%

1/28/2026

40,000

39,612

39,822

9


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Mystic Logistics Holdings, LLC

August 18, 2014

Logistics and Distribution Services Provider for Large Volume Mailers

Secured Debt

12.00%

1/17/2022

6,733

6,725

6,725

Common Stock

5,873

2,720

7,280

(8)

9,445

14,005

NAPCO Precast, LLC

January 31, 2008

Precast Concrete Manufacturing

Member Units

2,955

2,975

15,570

(8)

Nebraska Vet AcquireCo, LLC (NVS)

December 31, 2020

Mixed-Animal Veterinary and Animal Health Product Provider

Secured Debt

12.00%

12/31/2025

10,500

10,400

10,400

Preferred Member Units

6,500

6,500

6,500

16,900

16,900

NexRev LLC

February 28, 2018

Provider of Energy Efficiency Products & Services

Secured Debt

11.00%

2/28/2023

16,879

16,807

16,696

Preferred Member Units

86,400,000

6,880

3,280

(8)

23,687

19,976

NRI Clinical Research, LLC

September 8, 2011

Clinical Research Service Provider

Secured Debt

9.00%

6/8/2022

5,620

5,580

5,620

Warrants

251,723

6/8/2027

252

1,530

(27)

Member Units

1,454,167

765

5,750

(8)

6,597

12,900

NRP Jones, LLC

December 22, 2011

Manufacturer of Hoses, Fittings and Assemblies

Secured Debt

12.00%

3/20/2023

2,080

2,080

2,080

Member Units

65,962

3,717

3,240

(8)

5,797

5,320

NuStep, LLC

January 31, 2017

Designer, Manufacturer and Distributor of Fitness Equipment

Secured Debt

12.00%

1/31/2022

17,240

17,203

17,203

Preferred Member Units

406

10,200

11,390

27,403

28,593

OMi Holdings, Inc.

April 1, 2008

Manufacturer of Overhead Cranes

Common Stock

1,500

1,080

18,830

(8)

Pearl Meyer Topco LLC

April 27, 2020

Provider of Executive Compensation Consulting Services

Secured Debt

12.00%

4/27/2025

36,013

35,715

35,715

Member Units

13,800

13,000

15,940

(8)

48,715

51,655

10


Table of Contents

MAIN STREET CAPITAL CORPORATION

Consolidated Schedule of Investments (Continued)

March 31, 2021

(dollars in thousands)

(Unaudited)

Portfolio Company (1) (20)

Investment Date (24)

Business Description

Type of Investment (2) (3) (15)

Shares/Units

Rate

Maturity Date

Principal (4)

Cost (4)

Fair Value (18)

Pegasus Research Group, LLC

January 6, 2011

Provider of Telemarketing and Data Services

Member Units

460

1,290

8,270

(8)

PPL RVs, Inc.

June 10, 2010

Recreational Vehicle Dealer

Secured Debt

7.50% (L+7.00%, Floor 0.50%)

11/15/2022

11,655

11,594

11,612

(9)

Common Stock

2,000

2,150

12,330

(8)

13,744

23,942

Principle Environmental, LLC (d/b/a TruHorizon Environmental Solutions)

February 1, 2011

Noise Abatement Service Provider

Secured Debt

13.00%

4/30/2023

6,397

6,340

6,340

Preferred Member Units

19,631

4,600

10,380

(8)

Common Stock

1,037

1,200

840

12,140

17,560

Quality Lease Service, LLC

June 8, 2015

Provider of Rigsite Accommodation Unit Rentals and Related Services

Member Units

1,000

10,663

3,882

River Aggregates, LLC

March 30, 2011

Processor of Construction Aggregates

Member Units

1,500

369

3,240

(30)

Tedder Industries, LLC

August 31, 2018

Manufacturer of Firearm Holsters and Accessories

Secured Debt

12.00%

8/31/2023

14,800

14,718

14,718

Preferred Member Units

479

8,136

8,136

22,854

22,854