Main Street Capital Corporation

Greetings and welcome to the Main Street Capital Corporation fourth quarter earnings conference call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal 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. It is now my pleasure to introduce your host, Zach Vaughn, Denard Lasker Investor Relations. Thank you, Zach Vaughn. You may begin.

Thank you, Operator, and good morning, everyone. Thank you for joining us for Main Street Capital Corporation's fourth quarter 2021 earnings conference call. Main Street issued a press release yesterday afternoon that details the company's fourth 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 March 4th. Information on how to access the replay was included in yesterday's 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, February 25, 2022, 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 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. Dwayne.

Thanks, Zach. Good morning, everyone, and thank you for joining us today. We appreciate you taking the time to join us. We hope that everyone's doing well. Joining me today with prepared comments are David Magdol, our President and Chief Investment Officer, and Jesse Morris, our Chief Financial Officer and Chief Operating Officer. Also participating for the Q&A portion of our call is Nick Meserve, our Managing Director and Head of our Private Credit Investment Group. On today's call, I will provide my usual updates regarding our performance in the quarter, while also providing updates on our asset management activities, the recent declarations of our supplemental dividend in March, and monthly dividends for the second quarter, our expectations for dividends going forward, our recent investment activities and current investment pipeline and several other noteworthy items. Following my comments, David and Jesse will provide additional comments regarding our investment strategy, investment portfolio, financial results, capital structure and leverage and our expectations for the first quarter, after which we'll be happy to take your questions. Main Street delivered very strong fourth quarter results, setting new quarterly records for total investment income, net investment income, and distributable net investment income for the second consecutive quarter, which capped off a record year for Main Street across those same key financial metrics. Our lower middle market and private loan strategies both delivered record quarterly and full year investment activities, resulting in net increases in lower middle market portfolio investments of $210 million for the quarter, and $349 million for the year. And that increases in private loan portfolio investments of $290 million for the quarter and $370 million for the year. This record investment activity, together with the continued strong performance of our diversified group of portfolio companies, which generated fair value appreciation in the fourth quarter of over $42 million, which Jesse will cover in more detail, increased the fair value of our total investment portfolio at year end to $3.6 billion. As further evidence of the strength of our investment portfolio and the benefits of our unique investment strategies, we're very pleased to generate net realized gains in the fourth quarter of $35 million, another Main Street quarterly record. We thank everyone on our Main Street team, including our Main Street employees and the management teams and employees of our portfolio companies for their contributions to these record operating results. As a result of our combined efforts, We generated an annual return on equity of 20% for the year, our highest level since 2012 and distributable net investment income per share which exceeded the monthly dividends paid to our shareholders by approximately 22% for the quarter and 13% for the year. These positive results and the continued momentum in each of our core strategies provided us with the confidence to recommend to our board of directors the approval of two sequential quarterly increases in our regular monthly dividends in the fourth quarter of 2021 and the first quarter of 2022 and the supplemental dividend payments in December 2021 and March 2022. We continue to believe that the strength of our differentiated investment strategies, including our highly unique lower middle market strategy, combined with our diversified group of portfolio companies and our growing asset management business, will allow us to consistently deliver superior results for our shareholders, and we are very excited about our outlook for the first quarter and full year 2022. The operating performance across most of our portfolio companies has continued to be strong, and this strong performance, combined with ongoing growth activities at several of our high-performing portfolio companies, also provides us continued optimism about our ability to generate incremental fair value and net asset value for share increases over the next few quarters. We've also continued to make considerable progress in our asset management business. This includes progress at MSC Income Fund, the non-traded BDC we advised through our external investment manager, which grew its investment portfolio by approximately 7% during the fourth quarter. We also made significant progress in the fourth quarter on our efforts to optimize the mix of the fund's existing investment portfolio. As a result of these activities and the positive performance of MSC Income Fund's existing investment portfolio, The fund generated an increased level of net investment income in the fourth quarter, and this performance allowed us to earn incentive fees in addition to our recurring base management fees. We remain excited about our plans for the fund as we continue to execute our investment strategies and other strategic initiatives, and we are optimistic with our outlook for the fund's future performance. At MS Private Loan Fund 1, We have continued to grow both its capital commitments from investors and its investment portfolio through its co-investment activities with Main Street and MSC Income Fund and our private loan investment strategy, and we are excited about the growing benefits we expect to receive from this relationship in 2022. The continued growth and favorable performance of both funds provides us visibility to increase future contributions from our asset management business. The growth of our asset management business has also been significantly beneficial to our ability to execute our private loan strategy, and we expect these benefits to increase in the future. We remain excited about our strategy for growing our asset management business within our internally managed structure and increasing the contributions from this unique benefit to our Main Street stakeholders. Based upon our results for the fourth quarter and the positive performance of our existing portfolio companies, combined with our favorable outlook in each of our core investment strategies, and for our growing asset management business and the benefits of our efficient operating structure and strong liquidity position. Earlier this week, our board declared a supplemental dividend of 7.5 cents per share payable in March and monthly dividends for the second quarter of 2022 of 21.5 cents per share payable in each of April, May and June with the second quarter monthly dividends representing a 4.9% increase from the second quarter of 2021. The supplemental dividend for March which is our second consecutive quarter with a supplemental dividend is due to our favorable performance in the fourth quarter which resulted in DNII per share that was 14 cents or approximately 22% greater than our monthly dividends paid during the quarter. As a reminder, we currently expect to recommend that our board declare future supplemental dividends to the extent DNII significantly exceeds monthly dividends paid in future quarters consistent with our practice for the last two quarters. In addition, Our current expectation is to retain capital from realized gains on our equity investments for future reinvestment purposes. As a result of the combination of our first quarter and second quarter monthly dividends, our recent supplemental dividends for December and March, our current plans for future supplemental dividends, and our favorable outlook for the year, we currently expect a significant increase in total dividends paid to our shareholders in 2022. Now turning to our current investment pipeline, After our record activities in the fourth quarter, we are pleased to maintain a number of attractive opportunities in our lower middle market strategy, and as of today, I'd characterize our lower middle market investment pipeline as average. We remain excited about the quality of the investment opportunities in our current pipeline and about the prospects for follow-on investments in existing portfolio companies as our companies actively look to execute on various growth strategies. Based upon the combination of these highly attractive opportunities for follow-on investments in some of our top performing companies and with some of our best management teams, and our position as the industry leading partner for lower middle market companies and their management teams, we're very confident in our expectations for continued attractive new lower middle market originations in 2022. We're also very pleased with the significant growth in the capabilities of our private credit team over the last two years, and the significant increases they have provided for our private loan portfolio and the related benefits to our asset management business. As of today, I'd characterize our private loan investment pipeline as above average. With that, I will turn the call over to David.

Thanks, Dwayne, and good morning, everyone. The year-end provides a good opportunity to look back at our history and recap the benefits of our unique and diversified investment strategy and discuss how these strategies have enabled us to deliver attractive returns to our shareholders over an extended period of time. Since our IPO in 2007, we have increased our monthly dividends per share by 95% and we have declared cumulative total dividends to our shareholders of over $33 per share or over 2.2 times our IPO price of $15 per share. Our total return to shareholders since our IPO calculated as of December 31st significantly exceeds the returns achieved by the S&P 500 and our BGC peers over the same period of time. As we've previously discussed, we believe that the primary drivers of our long-term success have been and continue to be our focus on investing in both the debt and equity investments in the underserved lower middle market, growing our private credit activities in our asset management business and related economics, which clearly benefits our shareholders, Our industry leading cost structure and the strong alignment of interest that exists between our management team and shareholders through the meaningful stock ownership we have throughout our organization. Most notably and uniquely, our lower middle market strategy provides attractive leverage points and yields on our first lien debt investments while also creating a true partnership with the management teams of our portfolio companies with our flexible equity ownership positions. In short, we believe that this approach provides significant downside protection through our first lien debt investments while still providing the benefits of alignment and significant upside potential with our equity investments. Our long-term historical track record of investing in the lower middle market coupled with our view that this market continues to be underserved gives us confidence that we will be able to continue to find attractive new investment opportunities in this important cornerstone of our business. Our ability to provide highly customized capital solutions for the predominantly family-owned businesses that exist in the lower middle market has been and continues to be a strong differentiator for us. In 2021, Main Street invested a record of $561 million in our lower middle market strategy. $352 million of this capital was deployed in 12 new lower middle market platform companies, with the remaining $209 million representing follow-on investments in existing Our follow on investments are used to support multiple objectives including acquisitions, product expansion and diversification opportunities, and recapitalization transactions. Most importantly, these follow on investments support proven management teams that intrinsically pose less investment risk when compared to providing capital to new portfolio companies. Since we are significant equity owners in our lower middle market companies, we benefit from participating alongside the proven managers in these businesses as they achieve meaningful equity value creation. As a result of our lower middle market strategy, in 2021, we were able to generate a record of $40 million of net realized gains out of a record of $45 million in realized gains achieved firm-wide last year. Some notable realized gains on equity investments we achieved in the fourth quarter included a $10 million realized gain in CAI software, which represented an internal rate of return of approximately 54% on our equity investment, and an $11 million realized gain on J&J Services, which represented an internal rate of return of approximately 59% on our equity investment. In addition to both of these notable realized gains on equity investments in the fourth quarter, Other significant realized gains during 2021 included a $17 million gain on American Trailer Rental Group, which had an internal rate of return on our equity investment of 61%, and realized gain of $9 million on NRI Clinical Research Group, which had an internal rate of return on our equity investment of 39%. Realized gains like this provide an offset against the inevitable credit losses that will be experienced when investing in predominantly Non-investment-grade debt consistent with the debt investment strategies for BDCs and private credit funds like us. Based upon our historical experience and current portfolio, our expectation is that our future net realized gains on lower middle market equity investments will at least offset our credit losses on our total portfolio of debt investments and will provide us a positive credit loss result on a net basis in the future. 2021 also marked a record year for dividends received from our lower middle market portfolio companies of $64 million. In the fourth quarter, we received $17 million of dividend income, which is the second largest amount of dividend income received in a single quarter from our lower middle market portfolio companies, following the record $20 million of lower middle market dividend income we recognized in the third quarter of 2021. As we've stated in the past, as our lower middle market portfolio companies perform over time, they naturally deleverage with free cash flow generated from operations. This allows us, along with our lower middle market portfolio management team partners, to benefit from distributions received from this cash flow. Given the strength and quality of our lower middle market investment portfolio, we expect dividend income to continue to be a primary contributor to our results in 2022. The last important area I'd like to cover regarding our 2021 firm accomplishments are the impressive contributions of our private credit team have delivered. Several years ago, we made the strategic decision to reallocate our investment portfolio away from larger, often syndicated middle market credits towards sourcing smaller, directly negotiated loans to high quality private equity sponsored companies, which we believe generally have better terms and return profiles than larger middle market credits. Our accomplishments in this area have been impressive. During 2021, we increased our private loan portfolio by 54% and purposefully decreased our middle market portfolio by 11%. As a result, at year end, our private loan portfolio had grown to represent 32% of our total investments at fair value and the middle market portfolio declined to represent 11% of our total investments at fair value. Our private loan capabilities and platform also support our key strategic interests in growing our asset management business as Dwayne previously discussed. Now turning to our current portfolio, as of December 31st, we had investments in 185 portfolio companies spanning across more than 50 different industries. Our largest portfolio company represented 3.4% of our total investment income for The year and 2.5% of our total investment portfolio fair value year end. The majority of our portfolio investments represented less than 1% of our income and our assets. Our investment activity in the fourth quarter included total investments in our lower middle market portfolio of a record $316 million, which after aggregate repayments on debt investments and return of invested equity capital resulted in a net increase in our lower middle market portfolio of $210 million. During the quarter, we also made $380 million in total private loan investments, which after aggregate repayments of debt investments and return of invested equity capital, resulted in a net increase in our private loan portfolio of $290 million. Finally, during the quarter, we had a net decrease in our middle market portfolio of $16 million. At year end, our lower middle market portfolio included investments in 73 companies representing over $1.7 billion of fair value, which is over 18% above our cost basis. We had investments in 75 companies in our private loan portfolio representing $1.1 billion of fair value and our middle market portfolio we had investments in 36 companies representing $395 million of fair value. The total investment portfolio at fair value at year end was 109% of the related cost basis. Additional details on our investment portfolio at year end are included in the press release that we issued yesterday. With that, I will turn the call over to Jesse to cover our financial results, capital structure, and liquidity position. Thank you, David.

Turning to a summary of our financial results and echoing Dwayne's and David's initial comments, we are very pleased with our operating results for the fourth quarter, which include a number of quarterly records and record annual total investment income, investment activity, and distributable net investment income per share, and our highest return on equity in nine years. Our total investment income in the fourth quarter increased by $19.7 million, or 31% over the same period in 2020, to a total of $82.2 million, driven by increases in interest, dividend, and fee income. The fourth quarter marks our second consecutive quarter of dividend income above $20 million and represented a quarterly record for interest income, fee income, and total investment income. Of particular note, the combined favorable impact of certain elevated income items in the fourth quarter, including dividends and accelerated prepayment, repricing, or other activity that are considered less consistent, was comparable to the same period in 2020 and approximately $0.9 million below the average of the prior four quarters, which speaks to the overall strength of our earnings in the quarter. Our operating expenses for the fourth quarter, including non-cash share-based compensation expense, increased by $7.8 million over the same period of the prior year, driven largely by increases in compensation expense and interest expense in the quarter. The increase in compensation expense is primarily due to higher levels of incentive compensation accruals, which fluctuate based upon our performance and is directly attributable to our record levels of operating performance. The ratio of our total operating expenses excluding interest expense as a percentage of our average total assets was 1.5% for the year and continues to be amongst the lowest in our industry. The activities of our external investment manager benefited our net investment income by approximately $4.9 million during the fourth quarter, an increase of $1.7 million from the same period of the prior year through the allocation of $2.6 million of operating expenses for services we provided and $2.3 million of dividend income received, including $0.6 million in incentive fees earned. The External Investment Manager also ended the fourth quarter of 2021 with total assets under management of over $1.3 billion, an increase of $198 million, or over 17%, from the end of the third quarter and $403 million or 50% from December 31st, 2020. Net investment income increased by $11.6 million or 29% in the fourth quarter of 2021, while distributable net investment income increased by $11.9 million or 28% over the same period last year. Distributable net investment income or DNII which is our net investment income excluding the impact of non-cash share-based compensation expense is a key measure of our performance and represents operating cash flow which we utilize to determine our dividends for shareholders. We record a net unrealized appreciation on the investment portfolio of 42.8 million during the fourth quarter including net appreciation at 33.5 million in our lower middle market portfolio 6.3 million in our private loan portfolio and 0.2 million in our other portfolio, offset by unrealized depreciation of 10 million in our middle market portfolio, all before accounting for reversals for net realized gains and losses recognized during the quarter. In addition, our external investment manager also reflected appreciation at 12.3 million, driven by the significant increase in assets under management. Our operating results for the fourth quarter drove an increase in net asset value, or NAV, of $104.5 million and an increase in NAV per share of $1.02, or 4.2%, to end the quarter with NAV per share of $25.29. This is after the impact of our 10 cents per share supplemental dividend paid in December. NAV per share for the full year increased by $2.94, or 13%. We ended the fourth quarter with nine investments on non-accrual status comprising approximately 0.7% of the total investment portfolio fair value and approximately 3.3% at cost. Our overall capitalization and liquidity remained very strong with total liquidity of $568 million as of December 31st. We continue to believe that our conservative leverage, strong liquidity and continued access to capital are significant strengths that have us well positioned for the future. In a manner consistent with our desire to maintain a flexible capital structure, earlier this week our board of directors approved a reduction in our regulatory minimum asset coverage ratio from 200% to 150%, which would go into effect in a year. Our board also approved the submission of a proposal to our shareholders to adopt the reduced minimum asset coverage ratio at Main Street's 2022 annual meeting in April. If approved by our shareholders, the reduced minimum asset coverage ratio would take effect the day after the annual meeting. Our primary goal in obtaining approval for the reduced minimum asset coverage ratio is to provide us greater operational flexibility during times of significant macro disruptions, such as those experienced during the COVID-19 global pandemic. An additional benefit is to provide us with the flexibility to grow our investment portfolio under certain conditions, such as periods of robust net originations when market conditions may not allow us to raise additional equity capital at a pace which keeps up with our investment activity. In either of those cases where we may experience higher leverage, we expect to use proceeds from subsequent repayments and additional equity capital raises to reduce our outstanding leverage while also maintaining liquidity and borrowing capacity for new investment opportunities. The expanded leverage provides us with the operational flexibility to take advantage of new investment activities while we bring our leverage back to our target leverage position over the near to midterm. Despite this request for our shareholders' approval of the expanded leverage, we expect to continue to be prudent in our utilization of leverage. Once the increase in leverage is affected, we initially intend to operate with a regulatory asset coverage ratio target range of 240% to 210% above our current minimum of 200% and well above the reduced asset coverage ratio requirement of 150%. And the debt to equity ratio target range calculated at senior securities excluding our SBIC debentures divided by net asset value of 0.7 times to 0.9 times. We anticipate incurring any additional leverage through a combination of both long-term and short-term debt and with floating and fixed interest rates to optimize our cost of capital and the overall nature of our debt obligations and their maturities. Coming back to our offer results, DNII per share for the fourth quarter was a record 77 cents per share clipsing our prior record in the third quarter of 2021 of $0.76 per share and an increase of $0.14 or over 22% over the same period last year. Our DNI per share for the quarter also exceeded the monthly dividends per share paid to our shareholders by $0.14 per share or approximately 22%, the fifth consecutive quarter that our DNI per share has exceeded dividends paid during the quarter. including the December supplemental dividend, dividends paid for the year were $2.57 and a half cents, an increase of 4.7% over dividends paid during 2020. As Dwayne mentioned in his remarks, the strength of our operating results provided our board with the confidence to approve a supplemental dividend for the second consecutive quarter of 7.5 cents per share payable in March. As we look forward, given the strength of our underlying portfolio and the robust investment environment in the second half of 2021 that Dwayne and David mentioned in their remarks, we expect another strong earnings quarter in the first quarter of 2022 with expected DNII per share of 72 cents per share or more. With that, I will now turn the call back over to the operator so we can take any questions.

Thank you. We will now be conducting a question and answer session. If you'd like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will 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. One moment please while we poll for questions. Our first question is from Robert Dodd with Raymond James. Please proceed with your question.

Hi, guys, and congratulations on the quarter and the year. On the leverage, now taking the election for lowered asset coverage, I mean, why the decision now? I mean, it makes sense, but to be honest, it made sense a year ago or two years ago. So what is it? Is it something you're seeing in your pipeline? Is it something else you're seeing that you think you're going to need that flexibility more going forward now than you did, say, in 2019 or even during COVID?

Thanks, Robert. What I would say to that is there's not really a change in our expectations from a leverage standpoint, as you heard Jesse cover in his prepared comments. I think the bigger change is after having been through the impacts of COVID-19 and the impact that had on a temporary basis on our fair value of our investments, particularly our equity investments. As we look back at that, and obviously we recovered very, very well, but during those time periods, our leverage did get tighter or Over time, and when we looked at the ability to go out and obtain the expanded leverage, we've always talked about it would be a nice insurance policy. I think we've just decided it makes sense to put that insurance policy in place now after experiencing the impact of the COVID-19 pandemic.

I appreciate that. Do you think it will have any impact on your finances? Unsecured Financing Costs, and I don't mean that in terms of negative impact, I mean potentially positive, right?

Gives more cushion.

So did that have any influence on the decision? Was there any pressure, may not be the right word for it, but any indications from the rating agencies or the unsecured investors?

Yeah, I would say that the primary reason was the insurance policy concept that I talked about earlier. I think that it remains to be seen how the investment grade investors will view this. As you know, and as I think most people that track the industry know, we're one of the only BDCs that did not have the expanded leverage. So we do not expect Thank you for joining us. Thank you. On a different topic, with your lower middle market portfolio, you see a lot of industries and a lot of

Smaller businesses, I mean, not mom and pop corner stores, but smaller than some of the huge BDCs. And then obviously you see middle market in the private loan portfolio as well. With the environment, with inflation, et cetera, are you seeing any differences between the ability of small versus, you know, small within the context of your portfolio, businesses versus medium-sized businesses, say, and the ability to, are there any differences between industries in ability to pass those pricing increases and increase costs on to maintain margins?

Yeah, Robert, I'll give a quick response to that and then I'll let David add on. I would say that Clearly, the portfolio companies across all the investment segments that we invest in, they've been impacted by the issues you're referring to. I would not say that there has been a consistent pattern where smaller companies or larger companies have been universally or from an overall standpoint impacted differently. I do think different companies, different industries have been able to respond to inflation, the ability to either just deal with supply chain issues and labor issues and then pass on cost increases to their customers. I'd say it's been more company-specific, industry-specific as opposed to big company versus small company. But I'll let David add on any additional color that he has.

Robert, I'd agree with Dwayne. The one benefit we get from our portfolio being smaller with our equity investments is we're talking to our management teams regularly, and there is an ability to be nimble and to move quickly relative to price increases, whereas some of the larger companies have a more challenging time pushing out those price increases. So it's top of mind, but with as diverse a portfolio as we have, it's just a different conversation depending on the industry segment and the end market.

Got it. I appreciate that. And one last one, if I can. On the asset manager, I mean, obviously, it's a great risk-adjusted return. It's obviously not putting capital on the list. Do you have a target for what percentage of a long-term target? What percentage of earnings at Maine you'd like to come from asset management versus explicit capital investing?

I would say we don't have a specific target. I do think that we have been kind of indicating or directing that we expect the asset management business to grow both in terms of the amount of assets under management and then the contributions to Main Street. That continues to be the case today, and we do expect, as you heard us say in the previous comments or the prepared comments, that we expect the asset management business to be a larger contributor in 2022 than it was in 21. We have a number of initiatives in place to continue to grow the asset management business, but in terms of setting a specific percentage of Main Street's overall investment income or net investment income. We don't have a long-term target on that front other than you're trying to continue to focus on growing the asset management business overall as part of our platform.

Okay, I appreciate that. Thank you and yeah, congratulations on the year again.

Thanks, Robert.

Thank you. Our next question is from Kenneth Lee with RBC Capital Markets. Please proceed with your question.

Hi, good morning, and thanks for taking my question. I'm wondering if you could talk a little bit more about how potential interest rate increases could impact earnings for Main Street. What kind of benefits do you see over that near term? Thanks.

Sure. Thanks, Ken. What I would say is we expect that given the impact or the nature of our current investment portfolio and then our liabilities at Main Street, that the impact from a downside standpoint is minimal. We do think that there's more opportunity from an upside risk, and I'll let Jesse give a few more details on that.

Thanks, Dwayne. Kind of tagging on to what Dwayne said, if you look at our mainstreet obligations, 82% of our outstanding debt obligations at the end of the year had fixed interest rates, Ken, and then if you look on our investment side, conversely, 71% of our investments were used to have floating rate interest rates and the majority of which had interest rate floors on average of about 100 basis points. So as Dwayne mentioned, as interest rates rise, I'd say kind of in that zero to 100 basis points, we would have some impact on our results, probably around a penny a share. But as they continue to increase beyond that, over the 100 basis point increase, that actually it would result in being creative to our earnings over time.

So Ken, I think when you look at it, we look at it two ways. One is looking at it purely on our income statement as a result of the assets and liabilities that Jesse touched on. I think the long-term answer in relation to both our results and just the marketplace overall would be how portfolio companies would perform if there was a significant rise in rates. When I say significant, something north of a 150 or 200 basis point increase. I think that's where it remains to be seen kind of how the overall marketplace would respond to that type of rise in interest rates. Gotcha.

Very helpful there. And one follow-up, if I may. In the current environment, and it sounds like the private loan pipeline you mentioned was above average. Just wondering if you could talk a little bit more about what's driving the activity there. And as well, in the current environment, how do you think about the potential risk and return for private loans versus some of the opportunities, other opportunities you might have? Thanks.

Sure, Ken. So on the private loan side, I think you heard both David and I say that we're very pleased at how our private credit team has grown its capabilities over the last two years. The team that we have today is in position to execute on transactions that we honestly just weren't in position to execute on three, four years ago. So as they continue to grow their capabilities and their activities, we continue to see more and more opportunities, both from existing sponsors that we've transacted with historically, but also with new sponsors that we're developing relationships with. So I think our activities there are directly the result of their positive activities, and we're just continuing to see that business and our position in the marketplace grow over time. When you look at kind of relative attractiveness, I think as you've always heard us say, the lower middle market has been and will continue to be our primary focus, but we really like the asset class that's represented by the private loan strategy, and you'll see us continue to execute on that as a complement to the primary strategy in the lower middle market.

Gotcha. That's very helpful. Thanks again. Thank you.

Thank you. Our next question is from Bryce Rowe with Hove. Please proceed with your question.

Thanks. Good morning, guys. I wanted to maybe start on yields within the portfolio. It was really encouraging to see yield stability in the lower middle market portfolio and then relative yield stability in the private loan portfolio despite very heavy volume New volume here in the quarter. So maybe if you could just speak to what you're seeing from a pricing perspective, from a competitive perspective, and how that may kind of play out in terms of what you're seeing in the pipeline now.

Sure. Thanks, Bryce. What I would say on the lower middle market, and you've probably heard us say this in the past, is you do see some movement in lower middle market rates, but over the long term, we have in the past and continue to expect to see more stability there. When you see our yields overall in the portfolio change quarter to quarter or year to year, it's less about the initial investment we're making because our rates and our expectations from an initial investment standpoint have always been and continue to be very consistent in that low teens type percentage. Thank you for joining us. The initial rate to come down as the company continues to perform long term because our view is if we have a good performing lower middle market investment with the management team that we're having a really good relationship with, that is worthy of a lower interest rate. So that's really where you see some movement on lower middle market rates over time. The private loan segment, I would say that we were very happy with the investments we made. Thank you for joining us. I would say longer term remains to be seen how rates in the broader market and specifically our private loan strategy will perform. To date, we're continuing to see good activity and good terms and attractive rates on what we're executing in the first quarter. But longer term, that is part of the marketplace that has been and continues to be more competitive.

Okay. That's helpful, Dwayne. I appreciate it. Maybe we want to talk a little bit about the expense side and the employee-based side of the house. Obviously, 1.5% expense to assets ratio is best in the industry. Kind of curious how you're thinking about that going forward, especially as the external advisor continues to contribute. And then as it relates to the employee base, I assume there's been some growth within the employee base to support all the portfolio activity that you see. Can you speak to maybe any level of growth in your lower middle market teams or in that private credit team and kind of what you expect from an employee growth perspective going forward here?

Sure. So as you know, Bryce, we've grown our portfolio significantly over the last couple of years, both in the lower middle market and the private loan or private credit categories. And you've seen us invest in additional resources in both of those strategies, and you'll see us continue to do that as we go forward. Both the lower middle market team and the private credit team, when you look at both of those teams and the expectations for 2022, Thank you for joining us. Thank you for joining us. Thank you for joining us. MSC Income Fund, or if it's for any of the other activities we have, we're not having to go out and hire people specifically for those activities. The nature of the assets that are being invested in through those different vehicles that we manage, they're the exact same assets that we're investing in at Main Street. So there's co-investment activities across each of the vehicles that we manage. and that approach to the asset management business really gives us a lot of operating leverage from a management standpoint in terms of how we manage not only the assets on Main Street's balance sheet and in our portfolio, but also in the investment portfolios of those other vehicles.

Okay, maybe one related to that, Dwayne. You guys called out the AUM at the external manager I'm just curious if the private loan fund contributed to management fees at the external manager here this quarter and then any update in terms of where AUM is at the private loan fund and what the timeframe is for the capital commitments to come to a close here.

Sure, Bryce. On the private loan fund, it has been ramping significantly over the balance of 2021. So we started the year just in fundraising mode with no assets, and then we started deploying some capital towards the end of the first quarter and have been growing that pool over the balance of the year as we went through 2021. We are nearing the end of our capital raise there, so we continue to add additional capital commitments both from limited partners. We also put in place a new credit facility that will allow us to continue to grow the assets under management at the private loan fund. And we expect that to be a significant benefit to us as we look at the expectations for the asset management business in 2022. Just to put a number on it, The private loan fund had approximately $85 million of assets under management at year end. That number has continued to grow and will continue to grow in the first quarter. And our goal long term when we get the fund closed and then have it fully deployed is to be somewhere in the $200 to $250 million of assets under management. Okay.

Okay. That's it for me. I appreciate the answers.

Thanks a lot, Bryce.

Thank you.

As a reminder, if you'd like to ask a question, please press star one on your telephone keypad. A confirmation tone to indicate your line is in the question queue. Our next question is from David Miyazaki with Confluence Investment. Please proceed with your question.

Hi, good morning and congratulations on the way that you made it through the pandemic and the recovery. You guys did a really good job of controlling both the risk and addressing the return opportunity. Question for you is that one of the messaging challenges I think that BDC managers have is that if you ask them where to invest, it always happens to be where they have the most capability. And I think you guys are a little unique in that you have the latitude to go up and down the size scale. The large guys keep telling us that EBITDA of $75 million to $100 million is is the place to be because there are shifts out of the BSL into the middle market. And the upper middle market is the place to be because the risk is better. At the same time, the small guys say that you get the pricing and the terms in the lower side. And obviously, you guys are shifting and focusing more on the lower middle market and the private loan side. But if you could kind of, you know, Give us a little more detail on the specifics of the risk and the pricing between the two choices that you have. I think it's kind of a unique perspective because you can choose, whereas others are too large to be on the small side or too small to be on the big side.

Sure. So we appreciate the comments first on kind of the way we perform through the pandemic. It's much appreciated because we know you spend a lot of time tracking the space and investing across different platforms. We really, really appreciate those comments. What I was saying, you've heard us say this before, but I'll just kind of repeat some of the views we have in the lower middle market. So the lower middle market has always been Main Street's primary focus area and kind of the core of what we do, and it always will be. There's a couple of reasons why that's the case. As you can see from the rates that we achieved there and then the results from our equity investments, we think we're able to return percentages from a return on asset standpoint that are far superior in our opinion really to anywhere else in the marketplace that you can achieve those returns. We also really like the fact that we think it's even more attractive on a risk adjusted basis. So we are not investing with other private equity firms in that lower middle market practice. We're investing directly in and alongside the owner operators of those businesses and the people that run that business day to day. So after having done it for two decades plus, while there are some risks associated with smaller businesses, we really think that the alignment of interest between Our interest at Main Street with the individuals that are running that business day to day that are talking to customers, employees, and vendors, we really think that that alignment of interest is a significant positive for us and we'll trade the risk of a smaller business for the benefit of that alignment of interest with the people that run the business. All day long, every day. The issue or the only negative we've seen in the past with the lower middle market strategy is that it can be lumpy from quarter to quarter. Obviously, the last two years, when you look at 2020 and 2021, they've been very, very good years for us from an origination standpoint. But if you look at the longer term history, you will have some volatility or variability in the origination activities from a quarter to quarter standpoint. But again, that's really the only negative we have when we look at the lower middle market strategy. And has been, and as I said earlier, will continue to be the primary focus area for us as we look at the Main Street platform from a long-term standpoint. Over time, as you probably know, we've invested in other areas as we've grown our private credit team over the last 10 years or so. We started off, spent more time initially kind of in the syndicated middle market segment. Over time, as we kind of experienced that part of the segment, and Lauren Moore about the evolving kind of private credit. We define it as private loan segment. We just determined on our side, and others clearly may have different views, but we determined that the smaller end of kind of the private equity sponsor universe and the ability to be directly originating either just at Main Street or alongside a small group of peers that we have really good relationships to be directly originating, negotiating, Transactions, as opposed to doing that through a third party in the syndicated market, was just a better view from our standpoint of the ability to underwrite and provide a better risk return opportunity for us and for our shareholders in that segment. That's why you've seen us over the years really migrate from the syndicated market Thank you for joining us. So I don't know if that addressed your comments, but that would be kind of the views of how we look at lower middle market versus private loan. I can't really speak to the broadly syndicated larger middle market because we honestly just don't play in that space. And as we sit here today, really don't have an expectation to, so I wouldn't be the right person to really talk about the positives or negatives about that part of the marketplace.

That's very helpful. I think it's great that you've been able to increase your assets under management but still keep a focus on smaller borrowers and smaller sponsor relationships. If I think about what you just said, it sounds like what you're saying is that the underwriting diligence is something that can offset the risk of having borrowers that are smaller with fewer resources.

Clearly, from our standpoint in the lower middle market, that's been the case for two decades. It's also, as I said earlier, just the direct alignment of interest with the individuals running the business day to day. I think on the private loan, it is what you were describing there. We feel like we are able to get closer to the business from an underwriting standpoint and from a documentation standpoint than what we were able to achieve historically in the syndicated marketplace.

This is David. If I can just add one point. On the lower middle market strategy, we're very unique in the sense we do this barbell approach, first lien debt coupled with the equity. So while it's a riskier credit as far as the size of the investment, we can protect our interest to the extent that something is challenged. We also get the opportunity for the upside, which is why in our prepared remarks we talk about some of the gains we've booked. They really do provide an offset to some of the losses elsewhere in the portfolio that are naturally Thank you for joining us today. partner with, and it does allow them to grow, which is another positive aspect. As our companies perform, we're able to put more capital to work that's accretive to both of us on an equity perspective with doing things like expansion and acquisitions within the portfolio.

Yeah, no, I think that first lien equity barbell has been something that has really stood the test of time in creating value and addressing risk. If I could shift gears completely on you, wondering what your thoughts are with regard to AFFE. It's just a topic that starts and stops all the time. It kind of goes in different specific directions, even if the general direction is trying to get some reform in place. And you guys have been involved quite a bit over the years. So just wondering if you have any update on that and if you have any If you could direct the industry in a particular strategy or a particular way of engaging the SEC and or Congress, what are your thoughts on those fronts?

Sure, David. We've got somebody else here with us. Jason Beauvais, who's our general counsel, is in the room, and he sits in a leadership position in one of the industry groups. I'll let Jason kind of give the latest color or background we have on that.

Hey, David. Unfortunately, there's not a lot to report on the FFP. We've been pushing this Thank you for joining us. Much to report.

Okay, yeah, I mean, I'm in agreement with you that I don't think the footnote really is going to change anything. It's perhaps progress, and nothing happens all at once in Washington, you know, I understand that, but I was kind of disappointed in general to see that we're, you know, moving in the footnote direction.

Yeah, we agree, and we're also pushing on the legislative side as well, but as you know, being a midterm election year, it's It's difficult. It hasn't been difficult to push anything too far in that respect.

Okay. Well, those are my questions, and thank you very much, gentlemen.

Thank you. We appreciate the questions. And as always, we greatly appreciate everyone that joined us this morning for the call and for the great questions we had after our prepared remarks, and we'll look forward to speaking to everyone again here in a few months in early May. Thank you.

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