Main Street Capital Corporation

Greetings and welcome to Main Street Capital Corporation's second quarter earnings conference call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the following presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. At this time, I'd like to turn the conference over to Zach Vaughn with Denard Lascar Investor Relations. Please go ahead.

Thank you, operator, and good morning, everyone. Thank you for joining us for Main Street Capital Corporation's second quarter 2020 earnings conference call. Main Street issued a press release yesterday afternoon that details the company's second quarter financial and operating results. This document is available on the investor relations section of the company's website at mainstcapital.com. A replay of today's call will be available beginning an hour after the completion of the call and will remain available until August 14th. Information on how to access the replay was included in yesterday's earnings release. We also advise you that this conference call is being broadcast live through the internet and can be accessed on the company's homepage. Please note that information reported on this call speaks only as of today, August 7, 2020, and therefore, you are advised that time-sensitive information may no longer be accurate at the time of any replay listening or transcript reading. Today's call will contain forward-looking statements. Many of these forward-looking statements can be identified by the use of words such as anticipates, believes, expects, intends, will, should, may, or similar expressions. These statements are based on management's estimates, assumptions, and projections as of the date of this call and there are no guarantees of future performance. Actual results may differ materially from the results expressed or implied in these statements. As a result of risks, uncertainties, and other factors, including, but not limited to, the factors set forth in the company's filings with the Securities and Exchange Commission, which can be found on the company's website or at sec.gov. Main Street assumes no obligation to update any of these statements unless required by law. During today's call, management will discuss non-GAAP financial measures, including distributable net investment income. Please refer to yesterday's press release for a reconciliation of these measures to the most directly comparable GAAP financial measures. Certain information discussed on this call, including information related to portfolio companies, was derived from third-party sources and has not been independently verified. And now I'll turn the call over to Main Street CEO, Dwayne Hyzak.

Thanks, Zach. Good morning, everyone, and thank you for joining us today. Joining me for our call today with prepared comments are David Magdol, our President and Chief Investment Officer, and Brent Smith, our CFO. Also joining us for the Q&A portion of our call are Nick Meserve, our Managing Director and Head of our Middle Market Investment Group, and Jason Beauvais, our General Counsel. All of us at Main Street hope that you and your loved ones have been able to stay safe and healthy. We recognize that the last six months have been a very challenging time for everyone, and that significant uncertainty continues to exist about the near-term and long-term impact of the COVID-19 pandemic on our society and economy and the eventual timing for the return to normal. Despite these challenges, we remain committed to and focused on generating long-term value for our fellow shareholders. Given the ongoing impact of the pandemic, similar to last quarter's call, I will start today's call with some comments regarding the pandemic's impact. I will then comment on our overall performance in the second quarter Some developments within our asset management business, our recent dividend announcement, our investment activities and current investment pipeline, and several other updates. Following my comments, David and Brent will provide additional comments on our investment strategy, investment portfolio, and financial results, after which we will be happy to take your questions. Since our last conference call, we have continued to prioritize the health and well-being of our employees and the management teams and employees of our portfolio companies. We greatly appreciate the efforts of these individuals and we continue to be very pleased with our efforts and activities since the beginning of the pandemic. These individuals have historically been a key strength for our firm and they give us significant confidence in our ability to continue to maximize our opportunities in the current environment and in the future. While the economic environment since our last call has continued to be very challenging, and in many cases likely more challenging than most people envisioned in the early days of the pandemic, We believe that the performance across most of our portfolio companies has stabilized and we continue to feel good about the overall quality of our investment portfolio. We are also pleased that despite the ongoing impacts of the pandemic, we have continued to have success executing on new investments in both our lower middle market and private loan strategies. We recently enhanced our already strong liquidity position with our $125 million bond offering in July, and we remain confident that our very conservative capital structure and significant liquidity position will allow us to continue to manage through the current challenges and to successfully execute on the opportunities that exist with our portfolio companies and in our pipeline of attractive lower middle market and private loan investment opportunities. We're also very pleased with our recent announcement of the agreement under which we would become the sole investment advisor to HMS Income Fund. We believe that this transition is a natural progression of our historical role with HMS and we are excited about positioning the fund for the future while also executing our overall strategy to grow our asset management business within our internally managed structure and continue to provide this unique benefit to our Main Street stakeholders. Now turning specifically to our results for the second quarter, these results reflect the negative impact of the pandemic on the overall economy, most specifically in the decreased amount of dividend income we realized from our equity investments and in an increase in the number of investments on non-accrual status at quarter end and the number of investments that are underperforming consistent with the results being experienced across the broader market. We are confident that the decrease in dividend income is a temporary issue which will recover as the impacts of the pandemic subside and our investment team continues to maintain significant focus on working through the underperforming investments to realize the best possible outcome for our stakeholders. Despite the impact of these items, as a result of our diversified investment portfolio, together with the advantages of our differentiated investment strategy The alignment of our interests with our role in the market portfolio company management teams, our efficient operating structure, and alignment of interests with our shareholders, combined with our conservative capital structure and strong liquidity position, we believe that we are well positioned to weather the current market conditions and provide a favorable outcome for all of our stakeholders, and we remain comfortable with our commitment to maintaining a stable monthly dividend payment level going forward. To that end, earlier this week our board declared our fourth quarter 2020 regular monthly dividends of 20.5 cents per share, payable in each of October, November, and December, an amount that is unchanged from our monthly dividends for the third quarter. Now turning to our investment activities in the second quarter and our current investment pipeline, we completed lower-middle market investments of $85 million in the quarter, including an investment in one new company, and as of today I would characterize our lower middle market investment pipeline as average. Included in this investment pipeline are several follow-on investments in existing portfolio companies as these companies execute on various attractive opportunities. Despite the impact of the pandemic, we continue to be very active in our lower middle market strategy and we have several new investment opportunities in the pipeline that we expect to complete in the near future. More importantly, Based upon our historical experiences over the last two decades as the industry-leading partner for lower middle market companies and their management teams, we expect that our very unique debt and equity investment offering, combined with our ability to be a long-term and permanent partner to these companies, will result in a significant increase in new opportunities as the economy begins to recover. During the second quarter, we continued the successful focus of our non-lower middle market investment growth on our private loan portfolio. resulting in this portfolio growing by $9 million on a net basis in the quarter, while our middle market portfolio decreased by $25 million. As of today, I characterize our private loan investment pipeline as average. When looking at the performance of our investment portfolio during the quarter and since quarter end, we are pleased that the performance across most of our portfolio companies has stabilized, allowing us to begin the recovery of the unrealized depreciation we experienced in the first quarter due to the pandemic. and in closing, our officer and director group has continued to be regular purchasers of our shares, investing approximately $1.2 million during the second quarter. On a collective basis, our director and officer group owns Main Street shares valued at approximately $103 million a quarter end. With that, I will turn the call over to David.

Thanks, Dwayne, and good morning, everyone. As Dwayne highlighted in his remarks, although this was a challenging quarter for Main Street, As we and our portfolio company partners continue to respond to the unexpected and negative impacts created by the pandemic, overall we saw stabilization and modest improvement across our portfolio company investments. In our lower middle market portfolio, we work closely with our portfolio company management teams in assessing and responding to the rapidly changing market conditions. We very much appreciate how tirelessly our portfolio company partners work to support our joint investment interests during these difficult times. We've been extremely pleased with the proactive and responsive nature of our portfolio company executives and are very grateful for their partnership approach. Despite the challenging environment, our intentional and diversified investment strategy has served us well. Our portfolio is diversified by end market, industry, vintage, and security type. This diversification has been the cornerstone of our philosophy over our nearly 13 years as a public company and the true benefit of our permanent capital structure. Most notably, because of the seasoned nature of our lower middle market portfolio, our portfolio company leverage in this segment of our business remains modest with a median net senior debt to EBITDA ratio of 2.7 to 1 and a median total EBITDA to senior interest expense ratio of 2.8 to 1. As of June 30th, we had investments in 177 portfolio companies spanning across more than 50 industries. Our largest portfolio company represented approximately 3% of our total investment portfolio fair value at quarter end and 3.7% of our total investment income for the last 12 months. Further, the vast majority of our portfolio investments represented less than 1% of our assets and our income. During the second quarter, the contributions from our lower middle market portfolio continued to be well diversified with 41 of our 68 lower middle market companies with equity investments having unrealized appreciation at quarter end. In the most recent quarter, our dividend income received from our portfolio companies was significantly lower than the same period of last year. This was expected and consistent with what we have experienced in prior periods of market disruption as our portfolio companies, with our support, choose to maintain cash for liquidity purposes instead of making distributions. As cash continues to build at the portfolio company level and market conditions improve, we are confident that we will benefit from increased distributions in future periods. Our lower middle market investment activity in the second quarter included investments of approximately $85 million, including an investment of $49 million in one new lower middle market investment. which after aggregate repayments of debt principal and return of invested equity capital from several lower middle market investments resulted in a net increase of $40 million in our lower middle market portfolio. During the quarter, we fully exited our lower middle market debt and equity investments in IDX Broker, realizing a gain of $9.3 million, resulting in a total internal rate of return of approximately 15.5%. 8% and 1.9 times money invested on our cumulative debt and equity investments. At quarter end, our lower middle market portfolio included investments in 69 companies representing approximately $1 billion of fair value, which is 158% of our cost basis. As we have discussed on previous conference calls, given our favorable view of the lower middle market and private loan opportunities that exist We have primarily focused our investment activities on these segments of our business, with our middle market activities focused on highly selective investments with the intent to shrink the middle market portfolio on a relative basis. In our private loan portfolio, we had investments in 64 companies representing approximately $654 million of fair value, and during the quarter we had a net increase in this portfolio of $9 million. In our middle market portfolio, we had investments in 44 companies representing approximately $410 million of fair value. And during the quarter, we had a net decrease in this portfolio of $25 million. The total investment portfolio at fair value quarter end was approximately 100% of the related cost basis, and we had 11 investments on non-accrual status, which comprised approximately 1.9% of the total investment portfolio at fair value and 6.3% at cost. Turning to the outlook for the remainder of 2020, we intend to focus our efforts on continuing to support our existing portfolio companies while thoughtfully making investments primarily in new lower middle market and private loan opportunities. Our ability to provide flexible debt and long-term equity solutions are always a key differentiator for us in the lower middle market. but in the current environment our ability to provide term sheets that speak for 100% of the outside debt and equity capital to close a transaction is particularly important for smaller privately held business owners and their advisors. Our investment committee has worked together for nearly 20 years in prolific times and in times of market dislocation. We are confident that we will be able to prudently deploy capital with very attractive risk-adjusted return profiles for the remainder of 2020 and in 2021 in an effort to create significant shareholder value with our new investment activities. With that, I'll turn the call over to Brent to cover our financial results, capital structure, and liquidity position.

Thanks, David. Our total investment income in the second quarter decreased over the same period in 2019 to a total of $52 million, primarily driven by a decrease in dividend income, which as David mentioned, has been negatively impacted by the COVID-19 pandemic and a decrease in interest income primarily due to the lower LIBOR rates. The decrease in dividend income is consistent with our commentary from our first quarter earnings call, where we stated that we expected the decline as our portfolio companies generally decided to take a conservative approach and maintain additional liquidity due to the significant uncertainty associated with the pandemic. And as the cash flows of some of our portfolio companies were negatively impacted to varying degrees due to COVID-19. Our operating expenses, excluding non-cash share-based compensation expense, decreased by $1.4 million over the same period of the prior year to a total of $17.9 million, primarily related to a decrease in cash incentive compensation levels, partially offset by an increase in deferred compensation expense due to the increase in the fair value of our deferred compensation plan assets during the second quarter. The ratio of our total operating expenses, excluding interest expense as a percentage of our average total assets, was 1.4% for the second quarter on an annualized basis and 1.2% on a trailing 12-month basis. The activities of our external investment manager benefited our net investment income by approximately $2.2 million during the second quarter. through the allocation of $1.8 million of operating expenses for services we provided to it and $0.4 million of dividend income. We recorded a net realized loss of $8.6 million during the second quarter, primarily related to the realized losses from the exit of three middle market investments, partially offset by a net realized gain related to the exit of two lower middle market investments and the partial exit of another lower middle market investment. We recorded net unrealized appreciation on the investment portfolio of $6.5 million during the second quarter, primarily relating to $11.7 million of net appreciation on our private loan portfolio, $8.2 million of net appreciation on our middle market portfolio, and $7.5 million of appreciation relating to our external investment manager, partially offsetting the net appreciation with $16.4 million Thank you for joining us today. by recently issuing 125 million follow-on to our outstanding investment grade notes that mature in April 2024 and using those proceeds to repay a portion of our revolving credit facility. This follow-on to the investment grade notes was in addition to the 75 million follow-on we executed this past December and continues to illustrate the support of our institutional debt investors. The follow-on was issued at a yield to maturity of approximately 4.4% and brought the total amount of notes outstanding to $450 million. We also raised approximately $26 million in net proceeds under our ATM Equity Issuance Program, further enhancing our capital structure. Overall, we continue to feel that our conservative leverage, continued access to capital and strong liquidity has us well-possessed to not only continue to successfully navigate through this challenging period, but to also be opportunistic in terms of investment opportunities in the market. As we look forward to the third quarter and consistent with the second quarter, we are not providing guidance for distributable net investment income due to the ongoing impacts of COVID-19 and the related uncertainty that still exists in relation to the overall economy and the operating results of our portfolio companies. However, consistent with the second quarter financial results, we expect that our distributable net investment income will be below our monthly dividends, primarily due to a continued lower level of dividend income from our lower middle market equity investments. With that, I will now turn the call back over to the operator so we can take any questions.

Thank you. We'll now be conducting a question and answer session. If you'd like to ask a question, please press star 1 on your telephone keypad and a confirmation tone to indicate your line is in the question queue. You may press star 2 if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Please ask one question and one follow-up and re-queue for additional questions. One moment, please, while we poll for questions. Thank you. Our first question is coming from the line of Robert Dodd with Raymond James.

Hi, guys, and congratulations on the quarter and weathering a COVID quarter. If I can, on the dividend income... Obviously, it was down year over year, but frankly, a lot less than I thought it would be. I remember the commentary about portfolio companies retaining cash from the last recession back in 2008, 2009, and recognize the portfolio is very different today than it was then. But can you give us any color on – I mean, back then it was down 50%. Can you give us any color on was the dividend income from those portfolios of the 68 equity, was it concentrated from a couple? Was there anything odd about that? Because, I mean, a very good number, but I think it may have exceeded your expectations as well, given you did better than your kind of DNOI indications from last quarter. So any additional color there would be really helpful.

Yeah, Robert. So, you know, what I would say is, as you've heard us say in the past, you even, you know, kind of in a non-COVID type environment, dividend income is always the hardest part of our income stream to predict. So it's one that as we look at, you know, kind of your forward periods, it always has the most uncertainty associated with it. What I would say in the second quarter, you know, I think we were pleased with the dividend income amounts. It was As you said, less than what it was in the first quarter and definitely less than what it was in prior quarters. I would say the composition of it, while there are a few names that make up a significant portion of that dividend income. I wouldn't say that the concentration this quarter was materially different than what it was in prior quarters. Obviously, it's a smaller amount, but you have a number of companies that have continued to perform well despite the COVID environment. And given what we've always talked about with our lower middle market companies going into this situation or this COVID time period with modest amounts of leverage, as they continue to perform, They do continue to generate significant cash flow and we do see some of these companies continue to pay out dividend income. As we look forward to the next couple of quarters, that's going to be the biggest variable for us when you look at our net investment income performance is how well those companies can continue to perform and then how many companies that were contributing to dividend income pre-COVID, how many of them can start contributing again in either Q3 or Q4.

I appreciate that, Carla. On HMS, and I realize there might be limited amounts you can say, is there any intent? Obviously, that advisory agreement, if it all goes through, will be one of the largest single sources of income to Maine and Maine shareholders and dividend coverage. Can you give us any color on is the intention, as it's understood right now, to maintain precisely the same strategy, basically co-invest with Maine and duplicate to a degree the Maine portfolio over there? Or is there, because as you mentioned, you're positioning the fund for the future. Is there going to be any change there that could impact the income to Maine and Maine shareholders?

Robert, what I would say there is that as we sit here today, we do not expect any changes to the strategy on the HMS income side. Obviously, that's not something that is our own decision. That's something that we'll have to work with the HMS board on long-term going forward. But as we sit here today and look at the opportunities that we have and the opportunities that we believe we can deliver to HMS income fund, we do not expect changes from the historical strategy going forward. Got it. Thank you. Thank you, Robert.

Thank you. Our next question is from the line of Bryce Rowe with National Securities.

Please proceed with your question. Thanks. Good morning to everyone. Robert asked my dividend question. I wanted to ask you all about the proposed rule here for the acquired fund fees and expenses I know that you all are very much involved in that regulatory process, so wanted to get your view of that proposal and what may happen from a regulatory perspective to get through this 60-day comment period and what maybe regulatory next steps might be to really get us to the next level as an industry. Thanks.

Sure. Thanks, Bryce. As you know, Vince, our executive chairman, has always been very involved from an industry standpoint in kind of the regulatory activities. He typically would give our response there, but this morning he was invited to testify at the Congressional Oversight Committee's hearing regarding the Main Street Lending Program, so he's not able to join us, but we do have Jason Beauvais, our general counsel, who also works extensively with Vince on those activities, so I'll let Jason give the update on AFFE. Hey, Bryce.

As you can imagine, we view the proposed AFFD changes that came out this week as extremely positive and a big step toward getting BDCs back into the indices. As you know, our industry has been working on an AFFDE fix since 2014, and we are very pleased that the SEC took this action. We're still digesting the 650-page document they put out on Wednesday, but we fully expect to work with other BDCs and SBIA to comment as appropriate on the proposed rules.

When you look at it, it definitely should be a positive, even if we don't get inclusion in the indexes. There's a bunch of 40X funds out there that are not index-based, that if this helps them participate in being shareholders of the BDC industry overall, net-net, it's going to be a positive.

Yeah, totally, totally agree. And was curious, I don't know, Dwayne or Jason, in terms of communication with, you know, with Russell or even S&P, you know, now that this proposal is out there, I mean, what are next steps with those organizations for them to, you know, propose that the BDCs get reincluded in the index, you know, which obviously is a step above and beyond what the proposal is. says now.

Yeah, I would say that, Bryce, the activities are obviously very recent. We have not heard of any activity with any of those entities. Obviously, that would be a next big step once you get the new rule passed or approved, but we're not aware of any significant activities there unless Jason knows of something else. No, I'm not.

Although, as you probably noticed, Bryce, the rule is a little different than we've been pushing the last eight years, six years. We've always asked for BDC to be excluded from the rule and the SEC did something a little different and put a 10% threshold on exclusion. Hopefully that works for the Russell and S&P indexes or indices, but like Dwayne said, we haven't had those communications yet.

I wanted to follow up on the HMS question. and just curious with that relationship kind of potentially fully coming within Maine in terms of the whole advisory relationship, will there be a change in how that gets accounted for within your income statement? And obviously now you're recognizing some level of dividend income and then an offset to general and administrative expenses. So just curious if we'll just see essentially a doubling of both of those since the full relationship is coming in-house.

Yeah, Bryce, what I would say is we don't expect a change in the accounting or the financial reporting. What we do expect is that the fee income into our subsidiary will obviously go up as we pick up the full advisory fee as opposed to historically picking up 50% of that advisory fee. We will likely have some additional G&A costs, but I think they will be less than the incremental fee income, so net-net We would expect to see our dividend income from the advisory entity to increase going forward post us becoming the sole advisor.

Okay. And then one more, if I could. Dwayne, you talked in your prepared remarks about good activity within the lower middle market, even in the second quarter, but within the pipeline. Just curious what... What pricing has looked like now that we've kind of moved beyond this COVID environment? Are you seeing, you know, better pricing or is it more, you know, kind of a combination of, you know, relatively stable pricing and better structure?

Yeah, Bryce, I'll get some initial comments and I'll let David add to it. But I would say, not just in the lower middle market, but across each of our investment strategies in this environment, we are seeing some better pricing, whether you're looking at the debt opportunity or the equity opportunity. But I would say the biggest benefit is the types of deals that we're working on in the lower middle market. I would say that we would describe them as fitting our structure a lot better. So some of its structure, a lot of its alignment of interest with Thank you for joining us. More ability for us to influence the structure to be more beneficial to us than it would have been six or 12 months ago. David, do you want to add on some additional comments on low-income markets?

Yeah. On the pricing, on the margin, it can be better, but it's not remarkably impacted. What I'd say is that, to me, our ability to transact and to prevail in some of these processes are enhanced in the current environment. The idea of our coming in with non-contingent financing on transactions, we do a term sheet for debt and equity, is particularly powerful in this type of environment. Whereas, gosh, beginning of the year, it was a little bit different because people would price out the equity and the debt separately, and the debt was a more competitive world. So today, just the certainty to close is really, I think, going to help with our close ratios.

But Bryce, just to add on, I'd say, and I think you've heard it both in mine and David's comments, but we are excited about the opportunities we're seeing. Our teams, at least the senior members of the teams, are starting to travel again. Obviously, you've heard us say in prior quarters, or at least last quarter, when we talked about the impact of COVID, one of the concerns you had was the ability to get out and meet in person with the owners of these businesses and their management teams, which is critical to our underwriting on the rural middle market side. But we are getting out and doing that, and We're looking forward to executing on those opportunities here in Q3 and Q4.

Excellent. Well, thanks, y'all, for the time.

Thank you, Bryce.

Thank you. As a reminder, you may press star 1 to ask a question at this time. The next question is from the line of Kenneth Lee with RBC Capital Markets. Let's just hear your question.

Hi, thanks for taking my question. Wondering if you could just talk about any kind of amendment activity that you saw within the quarter within your portfolio. Thanks.

Sure. What I would say on that, these numbers aren't perfect because you never really know what precisely the driver of every amendment is, but across the portfolio, we had about 30 of our companies go through some type of an amendment in the second quarter. Those amendments had varying degrees of changes. It could have been either some movement of interest from cash to pick. It could have been other relief from a cash amortization or other principal payment requirement, or it could have just been some relief on financial covenants. So it's a wide range of activities that were undertaken through those amendments. What I would say is that, and you heard us say this last quarter and even prior to that when we looked at Thank you for joining us. Great. Very helpful. And just one follow-up, if I may.

Wondering if you could just share with us any updated estimate of the undistributed taxable income. Thanks.

Sure. Our spillover at the end of the second quarter was approximately $35 million or $0.54 per share.

Great. Thank you very much.

Thank you, Ken. Thank you. This now concludes our question and answer segment, and we'll turn it back to management for closing remarks.

Thank you to everyone for joining us today. We'll continue to do everything we can on our side to navigate this uncertain environment and continue to create value for our shareholders. We hope everyone stays as safe and healthy as possible, and we'll look forward to talking again in a few months.

Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. You may disconnect your lines and have a wonderful day.