Main Street Capital - Q1 2024

Transcript

Operator (participant)

...Greetings, and welcome to the Main Street Capital First Quarter Earnings Conference Call. At this time, all participants are on 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 Vaughan. Thank you, Zach. You may begin.

Zach Vaughan (Head of Investor Relations)

Thank you, operator, and good morning, everyone. Thank you for joining us for Main Street Capital Corporation's First Quarter 2024 Earnings Conference Call. Joining me today with prepared comments are Dwayne Hyzak, Chief Executive Officer, David Magdol, President and Chief Investment Officer, and Jesse Morris, Chief Financial Officer and Chief Operating Officer. Also participating for the Q&A portion of the call is Nick Meserve, Managing Director and Head of Main Street's Private Credit Investment Group. Main Street issued a press release yesterday afternoon that details the company's first quarter financial and operating results. This document is available on the investor relations section of the company's website at mainstreetcapital.com. A replay of today's call will be available beginning an hour after the completion of the call and will remain available until May seventeenth. 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, May 10, 2024, 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, or DNII. DNII is net investment income, or NII, as determined in accordance with U.S. generally accepted accounting principles, or GAAP, excluding the impact of non-cash compensation expenses. Management believes that presenting DNII and the related per share amount are useful and appropriate supplemental disclosures for analyzing Main Street's financial performance, since non-cash compensation expenses do not result in a net cash impact to Main Street upon settlement.

Please refer to yesterday's press release for a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures. Two additional key performance indicators that management will be discussing on this call are net asset value, or NAV, and return on equity, or ROE. NAV is defined as total assets minus total liabilities and is also reported on a per share basis. Main Street defines ROE as the net increase in net assets resulting from operations divided by the average quarterly total net assets. Please note that 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's CEO, Dwayne Hyzak.

Dwayne Hyzak (CEO)

Thanks, Zach. Good morning, everyone, and thank you for joining us. We appreciate your participation on this morning's call. We hope that everyone's doing well. 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, our recent dividend declarations, our expectations for dividends going forward, our recent investment activities and current investment pipeline, and several other noteworthy updates. 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 second quarter of 2024, after which we'll be happy to take your questions.

We are pleased with our first quarter results, which were highlighted by an annualized return on equity of 17.2% for the quarter, a new record for NAV per share, and NII per share, and DNII per share that significantly exceeded the dividends paid to our shareholders. In addition, our positive performance in the quarter increased our return on equity for the trailing twelve-month period to an impressive 19.3%. Our DNII per share in the first quarter exceeded the monthly dividends paid to our shareholders by 54% and the total dividends paid to our shareholders by 9%, representing a significant level of dividend coverage. This is after increasing the total dividends paid to our shareholders in the first quarter by 20% as compared to the same period of last year.

We believe that these positive results demonstrate the continued and sustainable strength of our overall platform, the benefits of our differentiated and diversified investment strategies, the unique contributions of our asset management business, and the continued underlying strength and quality of our portfolio companies. We are also very pleased that we generated growth in both our lower middle market and private loan investment portfolios, and ended the quarter with attractive pipelines in both strategies, which we believe will be helpful as we work to maintain our positive momentum from the last few quarters into the future. We remain encouraged by the continued favorable performance of our diversified lower middle market and private loan investment strategies... and remain confident that these strategies, together with the benefits of our asset management business and our cost-efficient operating structure, will allow us to continue to deliver superior results for our shareholders in the future.

Additionally, with the continued support of our long-term lender relationships and the benefits of our January investment-grade debt offering, we continue to maintain strong liquidity, a conservative leverage profile, and more than adequate flexibility to fund our current prospects for growth in both our lower middle market and private loan investment strategies. These positive results, combined with our favorable outlook for the second quarter, resulted in our recommendations to our board of directors for our most recent dividend announcements, which I'll discuss in more detail later. Our NAV per share increased in the quarter, primarily due to the impact of net fair value increases in our investment portfolio and our retention of excess NII above our total dividends paid, which Jesse will discuss in more detail.

The continued favorable performance of the majority of our lower middle market portfolio companies resulted in another quarter of significant net fair value appreciation in the equity investments in the lower middle market portfolio, and we are excited about the follow-on investments we made in several of our high-performing lower middle market portfolio companies. During the quarter, we supported three lower middle market portfolio companies in completing strategic acquisitions, each of which were funded by follow-on debt investments by Main Street, for a total of $52 million of incremental debt investments in these portfolio companies. We expect that these follow-on investments will help drive additional fair value appreciation in these portfolio companies in future quarters, in addition to the highly attractive interest income provided by these debt investments.

We've also seen increased interest from potential buyers in several of our lower middle market portfolio companies that could lead to favorable realizations over the next few quarters, and which we believe highlights the strength and quality of our portfolio companies. We are pleased with our investment activity in the first quarter. This activity included total lower middle market investments of $92 million, resulting in a net increase in lower middle market investments of $67 million after repayments and other investment activity. Our private loan investment activities in the quarter included new investments of $155 million and slightly moderated repayment activity as compared to the significant level of repayment activity experienced in the fourth quarter, resulting in a net increase in our private loan investments of $55 million.

As a result of our favorable investment activity, our total investment portfolio grew by approximately 6% on a cost basis. Given our conservative capital structure and strong liquidity position, we remain very well positioned to continue the growth of our investment portfolio over the next few quarters. We've also continued to produce positive results in our asset management business. The funds we advise through our external investment manager continued to experience favorable performance in the first quarter, resulting in significant incentive fee income for our asset management business for the sixth consecutive quarter, and together with our recurring base management fees, a significant contribution to our net investment income. We also benefited from significant fair value appreciation in the external investment manager due to a combination of the continued increase in fee income, growth in assets under management, and broader market-based drivers.

We remain excited about our plans for the external funds that we manage as we execute our investment strategies and other strategic initiatives, and we are optimistic about the future performance of the funds and the attractive returns we are providing to the investors of each fund. We remain optimistic about our strategy for growing our asset management business within our internally managed structure and are actively working to increase the contributions from this unique benefit to our Main Street stakeholders. As part of this growth strategy, we continue to focus on the near-term growth of our assets under management and the related additional recurring base management fee and incentive fee opportunities as we work to create additional value for both the investors in these funds and Main Street in the future.

Based upon our results for the first quarter, combined with our favorable outlook in each of our primary investment strategies and for our asset management business, earlier this week, our board declared a supplemental dividend of $0.30 per share, payable in June, representing our 11th consecutive quarterly supplemental dividend, and an increase to our regular monthly dividends for the third quarter of 2024 to $0.245 per share, our 6th increase to our monthly dividends over the last 8 quarters. The third quarter regular monthly dividends are payable in each of July, August, and September and represent a 6.5% increase from the third quarter of 2023.

The supplemental dividend for June is a result of our strong performance in the first quarter and will result in total supplemental dividends paid during the trailing twelve-month period of $1.15 per share, representing an additional 41% paid to our shareholders in excess of our regular monthly dividends and a current total yield we are providing to our shareholders of over 8%. After multiple increases to our monthly dividend and the significant supplemental dividend paid in March, our DNII per share for the first quarter still exceeded our total dividends paid by $0.09 per share or 9%.

We are pleased to be able to deliver this significant additional value to our shareholders, while still conservatively retaining a portion of our excess earnings to support our capital structure and investment portfolio against the risks associated with the current general economic uncertainty and to further enhance the growth of our NAV per share. We currently expect to recommend that our board continue to declare future supplemental dividends to the extent DNII significantly exceed our regular monthly dividends paid in future quarters, and we maintain a stable to positive NAV. Based upon our expectations for continued favorable performance in the second quarter, we currently anticipate proposing an additional supplemental dividend payable in September 2024. Now turning to our current investment pipeline. As of today, I would characterize our lower middle market investment pipeline as above average.

Consistent with our experience in prior periods of broad economic uncertainty, we believe that the unique and flexible financing solutions that we provide to our lower middle market companies and their owners and management teams, and our differentiated long-term to permanent holding periods, represent an even more attractive solution in the current environment, and we are confident in our expectations for strong lower middle market investment activity over the remainder of 2024. We also continue to be very pleased with the performance of our private credit team and the significant growth they have provided for our private loan portfolio and our asset management business. As of today, I would also characterize our private loan investment pipeline as above average. With that, I will turn the call over to David.

David Magdol (President and CIO)

Thanks, Dwayne, and good morning, everyone. As Dwayne highlighted in his remarks, we believe that our strong first quarter financial results continue to demonstrate the strength of Main Street's platform, our differentiated investment approach, and our unique operating model. We are pleased to report that the overall operating performance for most of our portfolio companies continues to be positive, which contributed to our attractive first quarter financial results. Each quarter, we try to highlight key aspects of our differentiated investment strategy. This quarter, we'd like to revisit several reasons why we believe that our structure as a publicly traded BDC, with the significant benefits of permanent capital, is a great match with our focus on investing in both the debt and equity capital in lower middle market businesses.

First, on the new lower middle market investment side, we believe that our permanent capital structure allows us to be an ideal long-term to permanent partner for the owners of privately held businesses. One of the challenges of a typical, limited term-specific private equity fund is that they cannot represent a long-term partnership solution for a retiring business owner or their management teams. Our permanent capital structure and long-term to permanent investment strategy in the lower middle market allows us the flexibility to compete for new investments by providing significantly more beneficial structural consideration, as opposed to relying solely on price to gain a competitive advantage. Ultimately, we believe this can generate highly attractive investment structures that more traditional private equity funds cannot provide.

In addition, our ability to be a long-term to permanent partner to the companies we invest in allows the long-term owners of these businesses and their management teams the ability to maintain the identity and independence of their companies, while also achieving the best long-term outcomes for all of their company stakeholders. Second, our long-term holding periods also help generate a diversified portfolio of mature companies that typically have lower relative leverage, since they've generally used free cash flow from operations to deleverage over time. As our companies deleverage, we work proactively with our portfolio company executives and individual equity owners to decide how they can generate the best returns for the equity owners of these businesses.

This tends to create three attractive opportunities for our high-performing lower middle market portfolio companies: the opportunity for long-term equity capital appreciation through the reinvestment of cash flows or through deleveraging, the opportunity to pay significant dividends to the shareholders of the business, and the opportunity to effectively take advantage of internal and external growth strategies and initiatives as they arise. In our more high-performing situations, we often see our portfolio company executives and equity owners take advantage of multiple value creation opportunities. We are well-aligned with our portfolio company operating partners to evaluate and pursue the best alternatives to create shareholder value, since we share in the benefits of equity ownership with them.

Alternatively, should our portfolio company face difficult industry headwinds or other challenges, since they have lower relative leverage profiles, they tend to be well-positioned to work through any negative economic cycles as they arise, and they have the added benefit of a highly aligned partner in Main Street to help them work through a potential rough patch. The first quarter of 2024 represented another strong period for add-on investments for our lower middle market companies, whereby we supported five portfolio companies with additional capital for growth or recapitalization initiatives. Because of Main Street's strong capital availability and ability to provide both debt and equity capital to our portfolio companies, we are well-situated to move quickly to support our portfolio companies, not only on the initial transaction, but also when they identify growth initiatives. Today, the environment for add-on acquisitions by our portfolio companies remains strong.

We welcome the opportunity to make incremental investments in our most successful lower middle market companies as we strive to create long-term value for Main Street shareholders alongside the other equity owners at the portfolio companies. Our lower middle market portfolio is currently comprised of 47 companies, which have been in our portfolio for greater than 5 years, and 22 of which who have been in our portfolio for greater than a decade. We are excited about our partnerships with companies that have proven long-term track records with Main Street. A recent example of our supporting a seasoned portfolio company management team in executing their growth strategies took place when Main Street supported our portfolio company, Gulf Manufacturing, or GMI, in a highly strategic acquisition.

We made our original investment in GMI over 16 years ago, and in the first quarter, Main Street was pleased to provide 100% of the cash needs for GMI to complete a strategic acquisition. This acquisition provides the combined company and its owners, including management, the opportunity to benefit from the significant equity value creation opportunities produced through combined cross-selling prospects, economies of scale, and other synergies that are expected to exist from the larger combined platform. GMI's acquisition is representative of the attractive opportunities we believe exist within our existing lower middle-market portfolio to put incremental capital to work, supporting both internal and external growth initiatives at the portfolio company level. We believe our seasoned lower middle-market portfolio will continue to provide attractive follow-on investment opportunities in the future.

Now, turning back to our lower middle-market portfolio, the contributions from this portfolio continue to be well-diversified, with 49 of our 81 lower middle-market companies with equity investments having appreciation at quarter end, and with 48 of these companies contributing to our dividend income over the last 12 months. Additionally, more than half of our lower middle-market companies experienced increases in their trailing 12-month EBITDA in the first quarter of this year when compared to the fourth quarter of last year, which we believe demonstrates the underlying strength of our lower middle-market portfolio. Now, turning to the overall composition and results from our investment portfolio. As of March 31, we continue to maintain a highly diversified portfolio with investments in 191 companies spanning across numerous industries and end markets.

Our largest portfolio companies, excluding our external asset manager, represented only 3.5% of our total investment income for the trailing twelve-month period and 3.5% of our total investment portfolio fair value at quarter end. The majority of our portfolio investments represented less than 1% of our income and our assets. Our investment activity in the first quarter included total investments in our lower middle-market portfolio of approximately $92 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 $67 million. Driven by the capabilities and relationships of our private credit team, we also made $155 million in total private loan investments, which, after aggregate investment activity, resulted in a net increase in our private loan portfolio of $55 million.

Finally, during the quarter, we had a continued net decrease in our middle-market portfolio of $22 million. At the end of the first quarter, our lower middle-market portfolio included investments in 81 companies, representing $2.4 billion of fair value, which is 28% above our cost basis. We had investments in 88 companies in our private loan portfolio, representing $1.5 billion of fair value. In our middle-market portfolio, we had investments in 22 companies, representing $239 million of fair value. The total investment portfolio at fair value at quarter end was 115% of the related cost basis. In summary, Main Street's investment portfolio continues to perform at a high level and deliver on our long-term goals.

Additional details on our investment portfolio at quarter 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.

Jesse Morris (CFO and COO)

Thank you, David. To echo Dwayne's and David's comments, we are very pleased with our operating results for the first quarter. Our total investment income for the first quarter was $131.6 million, increasing by $11.4 million, or 9.4%, over the first quarter of 2023, and by $2.3 million, or 1.8%, from the fourth quarter of 2023. Positive momentum we experienced during 2023 continued in the first quarter and resulted in strong levels of investment income, which we believe, as Dwayne and David touched on, demonstrates the continued strength of our differentiated investment and asset management strategies.

The first quarter included elevated levels of certain income considered less consistent or nonrecurring in nature, which include dividends from our equity investments and accelerated prepayment, repricing, and other activity related to our debt investments. In the aggregate, these items totaled $7.5 million and were $2.1 million higher than the average of the prior four quarters, $2.2 million higher than the fourth quarter, and $1.8 million lower than the first quarter of 2023. Interest income increased by $6.7 million from a year ago and decreased $0.6 million from the fourth quarter. The increase over the prior year was driven primarily by increases in benchmark index rates and increased net investment activity. The decrease from the fourth quarter was primarily driven by a decrease in accelerated OID income, partially offset by increased net investment activity.

Dividend income decreased by $1.4 million, or 5.9%, when compared to a year ago, driven primarily by a $5.3 million decrease in less consistent or nonrecurring dividends. The $3.9 million increase in dividends deemed recurring is a result of the continued underlying strength of the majority of our portfolio companies and the recurring benefits from our asset management business. Dividends decreased by $1 million, or 4.2%, from the fourth quarter and included a $1.7 million increase in dividends we characterize as less consistent or nonrecurring in nature. Fee income increased by $6.1 million from a year ago and $3.9 million from the fourth quarter. These increases were driven primarily from an increase in fees received from refinancing and prepayment of debt investments and fees related to higher portfolio investment activity....

Prepayment and other fee income considered non-recurring increased $3.8 million from a year ago and by $2.1 million from the fourth quarter. Our operating expenses increased by $2.5 million from a year ago, largely driven by increases in interest expense and compensation-related expenses, partially offset by an increase in expenses allocated to the external investment manager. The ratio of our total operating expenses, excluding interest expense, as a percentage of our average total assets, was 1.3% for the quarter on an annualized basis and continues to be among the lowest in our industry. Our external investment manager contributed $8.6 million to our net investment income during the first quarter, an increase of $0.5 million from a year ago, and a decrease of $0.6 million from the fourth quarter.

The manager earned $3.9 million in incentive fees during the quarter, increasing by $0.6 million over a year ago as a result of the positive performance of the assets under management. The manager ended the quarter with total assets under management of $1.5 billion. During the quarter, we recorded net fair value appreciation, including net realized losses and net unrealized appreciation on the investment portfolio of $28.3 million. This increase was driven by net fair value appreciation in our lower middle market portfolio and in our external investment manager, partially offset by net fair value depreciation in our private loan portfolio. The net fair value appreciation in our lower middle market portfolio was driven by the continued positive performance of certain of our portfolio companies.

The fair value appreciation in the external investment manager was a result of a combination of an increase in the fees generated by the manager, driven by the continued strong performance of our asset management business and an increase in the valuation multiples of publicly traded peers, which we use as one of the benchmarks for valuation purposes. The net fair value depreciation in our private loan portfolio was driven by the net impact of specific portfolio company underperformance, partially offset by the impact of decreases in market spreads. We recognized net realized losses in our private loan, middle market and other portfolio of a combined $12.8 million in the quarter, which were related to long-standing underperforming investments.

The majority of the unrealized depreciation related to these investments was taken in prior periods, and as a result, the net impact of these realized losses in the quarter, after taking into account the accounting reversals of previously recognized unrealized depreciation, was a net fair value decrease of $1.2 million. We ended the first quarter with investments on non-accrual status, comprising approximately 0.5% of the total investment portfolio at fair value and approximately 2% at cost. Net asset value, or NAV, increased by $0.34 per share of the fourth quarter and by $2.31, or 8.5% when compared to a year ago, to a record NAV per share of $29.54 at the end of the first quarter.

Our regulatory debt-to-equity leverage, calculated as total debt, excluding our SBIC debentures divided by net asset value, was 0.7, and our regulatory asset coverage ratio was 2.4, and were intentionally more conservative than our long-term target ranges of 0.8-0.9 times and 2.1-2.25 times. January of this year, we issued $350 million of unsecured notes maturing in March 2029, with a coupon rate of 6.95%. We utilized the proceeds to repay outstanding borrowings under our credit facilities, and on May 1st of this year, we repaid the $450 million due on our May 2024 notes at maturity through borrowings under our credit facilities.

After giving effect to the investment in capital activities thus far this year, we continue to maintain strong liquidity, including cash and availability under our credit facilities of over $900 million. We continue to believe that our conservative leverage, strong liquidity and continued access to capital are significant strengths that have proven to benefit us historically and have us well-positioned for the future, while allowing us to continue to execute our investment strategy. With this current level of liquidity, we currently expect to fund our net new investment activity in 2024 through a greater proportion of debt financing, and as such, we would expect leverage to increase during the course of the year. Coming back to our operating results. As a result of our strong performance for the quarter, our return on equity for the quarter was 17.2% on an annualized basis.

DNII per share for the quarter of $1.11 exceeded the DNII per share for the first quarter of last year by $0.04, or 3.7%, and was $0.01, or 0.9%, lower than the record DNII per share for the fourth quarter. Combined impact of certain investment income considered less consistent or non-recurring in nature on a per-share basis was $0.03 per share above the fourth quarter, $0.02 above the quarterly average of the last 4 quarters, and $0.03 below the same quarter a year ago. Total dividends paid in the first quarter were $1.02 per share, including a supplemental dividend of $0.30 per share, an increase of 20% over the total dividends paid during the same period in the prior year.

As Dwayne mentioned, given the strength of our operating results and the outlook for the rest of the year, our board approved a supplemental dividend of $0.30 per share, payable in June 2024.

Dwayne Hyzak (CEO)

...With this supplemental dividend, total declared dividends for the second quarter were $1.02 per share, representing a 13% increase over the total dividends paid in the second quarter of last year. Our board also approved an increase of our recurring monthly dividends to $0.245 per share, or a total of $0.735 per share for the third quarter. As we look forward, given the strength of our underlying portfolio, we expect another strong top line in earnings quarter in the second quarter, with expected DNII per share of at least $1.03, with the potential for upside, driven by the level of dividend income and portfolio investment activities during the quarter. With that, I will now turn the call back over to the operator, so we can take any questions.

Operator (participant)

Thank you. We will now be conducting a question and answer session. If you'd like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two 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 comes from Bryce Rowe with B. Riley Securities. Please proceed with your question.

Bryce Rowe (Analyst)

Thanks. Good morning.

Dwayne Hyzak (CEO)

Morning, Bryce.

Bryce Rowe (Analyst)

Hey, Dwayne, wanted to maybe start on the comment Jesse made around, you know, using more debt to fund growth here in 2024. Maybe you could kind of help us think about that relative to, you know, where the regulatory leverage is now and, you know, where your target is. Do you expect to try to get back into that target range, or will you still run conservatively below that target range?

Dwayne Hyzak (CEO)

Sure, Bryce. I'll give you a few comments there, and then I'll let Jesse remind everyone what our long-term, you know, target expectations are for leverage. So I'd start off just saying we've been well below our targets for a while. That was really in anticipation of the May 1, 2024 maturity that we just had, that we repaid here over the last week or so. So we intentionally were being more conservative in advance of that because the markets, as you'd heard us say before, had been very uncertain, and we weren't sure what we would be able to accomplish from an unsecured IG issuance standpoint.

So we had intentionally built more cushion, you know, more conservatism in that ratio over the last 12 months or so than what we would've otherwise, you know, kind of executed on from a, you know, from a leverage and, overall capital structure standpoint. But as you've heard us say in the past, we're always going to be more conservative in the space. We view our ability to generate best-in-class, best-in-industry ROE as fundamental. It's a different investment strategy. It's good underwriting. It's a long-term, permanent approach. So we really look at focusing on the fundamental investment strategies that we have to produce our, you know, return on equity and not, you know, not use excessive leverage or financial engineering to get there.

So we'll always be more conservative in the space, and we don't think anything would change there. That being said, because we have been in a more conservative position for a while, what Jesse's trying to indicate or message in his comments was that we will be moving, you know, from our current position towards our long-term targets over the next 12-24 months as we continue to execute the growth of our investment portfolio. But maybe I'll let Jesse remind everybody what those, what those long-term targets are.

Jesse Morris (CFO and COO)

Sure. Thanks, Dwayne. And, as I said on the call, our leverage targets are 0.8-0.9 times. As a reminder, the way we define that, we exclude our SBIC debentures, due to our exemption there. And at the end of the quarter, we had moved closer to that, as you probably saw, Bryce, to 0.7 times. So, you know, we made the same comment in the last quarter. We made some movement closer to those targets, and, we're still more conservative to those, and we'd expect to continue to move closer to those.

Bryce Rowe (Analyst)

All right. Maybe, you know, just, on that same topic, looks like the SBA debentures outstanding went down. Did you all prepay some, or was that just an existing maturity?

Dwayne Hyzak (CEO)

Yeah, Bryce, so those are just activities in relation to existing maturities. So we had two tranches that we paid off, and we'll be in the process of requesting, you know, new, new debentures to replenish that capacity from the SBA. We started that process. It just takes a while for us to get through the process with the SBA, but that's in process. It's just a matter of time before we hopefully have access to the full 350 again.

Bryce Rowe (Analyst)

Okay. All right. And then I'll ask one more and, you know, maybe jump back in queue if others don't ask other questions. So in terms of kind of the non-recurring or less recurring income, especially on the fee side, is that, you know, more prepayment type of activity or amendment activity? Just help us think about that. And, you know, kind of curious, if it is prepayment type activity, you know, what's driving that? Is that, you know, the tighter spreads that we've seen here recently, you know, giving opportunity for refinance opportunities for your borrowers?

Dwayne Hyzak (CEO)

Sure, Bryce. When you look at that metric we provide long term, it would be a combination of each of the items that you referenced. Specifically in the first quarter, it was two repayments that occurred, and they had, you know, protections or benefits upon prepayment or repayment that allowed us to accelerate, or not accelerate, but to receive some additional benefits from a fee income standpoint. So I'd say the first quarter was a little abnormal. Obviously, you see it in the number there, but each quarter is gonna, it's gonna, you know, there's gonna be peaks and valleys in that number just based upon the normal investment, repayment or prepayment activities that happen across that broad portfolio.

Bryce Rowe (Analyst)

Okay. And those, those were in the private loan portfolio, Dwayne, or, or lower middle market?

Dwayne Hyzak (CEO)

The two bigger ones that I'm referencing were both in the private loan portfolio.

Bryce Rowe (Analyst)

Okay. All right, I'll jump back in queue and maybe get back in. Thanks.

Dwayne Hyzak (CEO)

Thank you.

Operator (participant)

Our next question comes from Robert Dodd with Raymond James. Please proceed with your question.

Robert Dodd (Analyst)

Hi, everyone. On the dividend income from the portfolio companies, not the asset management, it was down a little bit this quarter, which you did highlight. You know, it works out to, like, a 5.9% yield on portfolio company equity, down from last year, but the same as first quarter 2022, I think, right, from a yield perspective. So you—I think Jesse said something about the vast majority are doing fine. Were there, at the margin, a couple of portfolio companies that are now deciding to reserve a little cash rather than distribute? Is that becoming an emerging theme in the portfolio, or is it just one of those random things that happens?

Dwayne Hyzak (CEO)

Thanks for the question, Robert. I'd say we point to or attribute more to just a random, you know, quarterly fluctuation. The companies that are contributing to our dividend income, it continues to be a broad group of people, just like it's been or broad group of companies, just like it's been in prior quarters. So we haven't seen, you know, the concentration increase materially. We haven't seen the composition of the companies that are contributing to that dividend income on a quarterly basis change materially. We do have, from time to time, the non-recurring stuff, which we always try to do our best-

Robert Dodd (Analyst)

Mm-hmm.

Dwayne Hyzak (CEO)

To call that out. But if you look at the fundamental performance of the companies contributing to dividend income today versus what's been there the last couple of quarters, really over the last, you know, six or eight quarters, I wouldn't say that it's changed significantly. You just have fluctuations quarter to quarter that drive, you know, drive that dividend income.

Robert Dodd (Analyst)

Got it. Thank you. Like, on the asset manager, and I'm not talking about, again, not this quarter, but kind of thematically over the next couple of years maybe, can you give us any indication if plans have developed about how you'd like to handle MSC, or if there are other initiatives that you plan on undertaking? I mean, obviously, you have the two private loan funds in there as well. Just any more color on what you think is going to go... what the outlook for that really high return on risk-adjusted capital, if you will, business within Main over the next couple of years?

Dwayne Hyzak (CEO)

Sure, Robert. So similar to what you just said there, we view the asset management business for us to be extremely attractive. It's something that's very unique to Main Street in relation to other BDCs. It has been and continues to be a very large contributor to our return on equity and our recurring net investment income. So it's something that we put a lot of value on, and you know, we find it highly attractive, just like we think most of our stakeholders do. So when you look at that, and you've heard us say this for the last couple of quarters, you know, we have been and continue to be focused on trying to grow it, and we can grow it a couple of ways. One is through the private loan activities that we've had.

Obviously, we're not, you know, planning to, you know, double the growth of that there. Those, you know, the growth through those private loans will be, you know, very, very deliberate, and as a result, it'll probably be more moderate. Longer term, if we can find a solution that works for both us and for the shareholders of MSC Income Fund to grow that, you know, we think that's the biggest opportunity, and we continue to look at different, you know, strategic initiatives or activities that we can take on that front, you know, to allow us to, you know, both deliver really, really good returns for their shareholders, but also deliver additional benefits to Main Street through the growth of that entity or that fund.

I don't have anything, you know, today that I can share with you, but, you know, I think you would expect, just given, you know, the comments I just provided and our prior comments, that we continue to work on that, and we're hopeful that at some point in the future, we'll have a really good outcome for all parties.

Robert Dodd (Analyst)

Got it. Thank you.

Operator (participant)

Our next question comes from Mark Hughes with Truist Securities. Please proceed with your question.

Mark Hughes (Analyst)

Yeah, thank you. Good morning. Dwayne, you talked about the—you're seeing more interest from several buyers. You also categorized your pipelines as above average as compared to average last quarter. What could you expand on that a little bit more? Uptick clearly in deal activity that you're seeing. Do you think that's broader? What's driving all that?

Dwayne Hyzak (CEO)

Sure, Mark. Thanks, thanks for the questions. I would say, taking those two questions in reverse order, when you look at the activity, both on the lower middle market side and the private loan side, we have seen a noticeable uptick on both sides. As you heard in our script and you saw in the numbers, we had really good investment activity in both strategies in the first quarter, and as you took from my comments, you know, the pipeline in both situations or both cases continues to be positive. I'm not sure if you just attribute that to the overall market, you know, kind of becoming more active or if it's something that we've done specifically. I think it's probably a combination of the two.

I think more broadly, you probably heard other BDCs or other private equity, private debt investors saying for the last couple of months that the market has become more active. You know, we've definitely seen that on the front end of the funnel, and I think we've seen or experienced more success here recently, both in the lower middle market and private loan strategies, and having more success on opportunities moving through the funnel and resulting in actionable items that we get the opportunity to execute on. So nothing, you know, huge or significant, just, you know, the market has improved, and we're doing a good job of capturing those opportunities. On your first question about the uptick in potential realizations, from time to time, you know, we'll see that activity ebb and flow.

Does not always mean that we get to an exit, because there's a lot of things, just like on our new investment activity, a lot of things have to go well in order for us and our portfolio company to get to a good outcome from an exit standpoint. But we have seen that increase, both in terms of, at least one company where our partners in the business, you know, have an increased desire to seek liquidity, and then a couple of others where, you know, it's inbound activity, kind of unsolicited activity from third parties that has prompted some activity there. So we'll continue to execute on that, you know, work to realize the best outcome for us and our partners in those lower middle market portfolio companies and hope for a good outcome.

If we don't exit, you know, these the companies that we're referencing are all very, you know, strong, high-performing companies, and we'd be happy to, you know, continue to be invested in those companies long term.

Mark Hughes (Analyst)

Any observation about, kind of valuations? Are you seeing, perhaps more attractive valuations, that would, prompt more realizations?

Dwayne Hyzak (CEO)

I don't know if I'd say there's a big change there. I mean, the market has, you know, gotten a little, you know, more heated or competitive. So overall, I'd say today, you know, valuations are probably a tick higher than they would have been, you know, 12 or 18 months ago. But I wouldn't say that there's, you know, anything that's, you know, materially different. I'll let David, you know, see if he has anything he wants to add, but it's, you know, it's a healthy market. It's a productive market, but not anything that we think is, you know, kind of a significant uptick. So David, I don't know if you'd add anything.

David Magdol (President and CIO)

Yeah. Only thing I'd add is that if you look at the longer term for our size transactions, there has not been a material change in recent past. We did see some reluctance for sellers to come to market when interest rates ticked up kind of more suddenly, and there was concerns about the financing, so we saw some degradation in valuation multiples. Now that there's some normalcy in the new interest rate environment, it's stabilized, but it's back to historical norms for our lower middle market and investment portfolio.

Mark Hughes (Analyst)

Appreciate that. Thank you.

Dwayne Hyzak (CEO)

Thank you, Mark.

Operator (participant)

As a reminder, if you'd like to ask a question, please press star one on your telephone keypad. One moment while we poll for questions. Our next question comes from Erik Zwick with Houlihan Lokey. Please proceed with your question.

Erik Zwick (Analyst)

Thanks. Good morning, everyone. First, just wanted to start on the second private loan fund, if you could just provide maybe an update on activity there in the first quarter. And then also, you—I think you've previously indicated that you were targeting between $100 million and $300 million, and curious if you've kind of narrowed that range or set a more kind of precise target. And then, you know, ultimately, you know, what factors do you consider in determining, you know, when to do the final closing? Is it just, you know, timing or size or change in market activity?

Dwayne Hyzak (CEO)

Sure, Erik. Thanks, thanks for the question. When you look at the current activity in the first quarter, I'd say we didn't have a huge increase in the equity commitments from LPs. You know, we had some slight, you know, kind of moderate increase there, but continue to have active dialogue with new investors about either joining the the fund or existing investors about increasing their commitments. So we hope to continue to add on to that, you know, over the next year or so. Just to give you a number, you know, we're probably at about, you know, $80 million or just over $80 million of LP commitments in that second fund.

When you look at, you know, the range we provided, which was $100 million-$300 million, as you indicated today, I would say we're, you know, we're probably expecting to be somewhere closer to the $150 million would be more realistic. Unless we have significant success with some institutional investors coming in, it's unlikely we get to 300, but we still think it'll be larger than the first fund. If we, you know, are successful in increasing it, when you put leverage on top of that, it is a nice increase to our asset management business long term. We continue to be excited about the fund and continue to work on those fundraising activities. In terms of the timeline that you asked about, you know, that's contractual.

Like any other fund, when we go out and we start the fundraising period or process, you typically set a date for how long that fundraising period will last. So we're no different, and when we set it, you know, we set it for 18 months. So the fundraising process will continue for, you know, for that 18-month duration. We started, I believe, in September of last year, off the top of my head, so it'll, you know, it'll last through March of 2025, at least directionally. I think that's, you know, that's if that's not exactly right, that's, you know, that's pretty close to what the time period is.

Erik Zwick (Analyst)

Thanks, Randy. That's very helpful. And second one for me. Just given the diversity, industry diversity within your existing portfolios as well as, you know, the current pipelines, there's still, I think, you know, some degree of uncertainty over the economic trajectory and in which sectors or maybe industries are performing better or worse. I guess, are you able to see... Do you have kind of a glimpse through all of your activities of, you know, how the economy is underperforming? And are there any industries or sectors that you feel have kind of weakened and you're shying away from at this point at all?

Dwayne Hyzak (CEO)

Sure, Erik. I would say there's not a change from what you've likely heard us say over the last 12-24 months. You know, if I was to look at the industries and the portfolio companies that we're invested in broadly, you know, we have more companies today that are overperforming than are underperforming. And if you look at the overperformance, I'd say the overperformance is pretty broad-based if you look at it from an industrial or kind of a B2B standpoint or even, you know, businesses that are focused on the higher end consumers from a, you know, from a demographic or from a customer base standpoint. We have been and continue to, you know, be risk-off or, you know, shy away from-...

companies that are more focused on the consumer, particularly the, you know, the lower end of the consumer. I think you've probably heard this not just from, you know, BDC or investment firm calls over the last couple of quarters, but I think you're increasingly hearing it, you know, more broadly across the U.S. economy, that, you know, that the lower end of the consumer is being cost conscious. You know, he or she's trading down in terms of what they're buying, you know, how much they're buying, et cetera. We've definitely seen that. You know, in the quarter, we had really good performance broadly across the, you know, the portfolio. We did have a couple of, you know, companies that had significant underperformance, and as a result, we recognized, you know, meaningful unrealized depreciation on those companies.

And they were both, you know, businesses, you know, that have significant consumer exposure. And I would say, you know, kind of broad, kind of, you know, lower-end consumer exposure. So the risk we've been concerned about for the last couple of years, I think you're, you know, that, that's an area you've seen really, you know, start to, you know, impact things here the last 3-6 months or so. But other than that, I wouldn't really, you know, hit on anything else. But that has been a headwind here more recently.

Erik Zwick (Analyst)

I appreciate the color. Thanks for taking my questions today.

Dwayne Hyzak (CEO)

Thank you, Erik. We appreciate it.

Operator (participant)

Our next question is from Bryce Rowe with B. Riley Securities. Please proceed with your question.

Bryce Rowe (Analyst)

Told you I'd be back. Dwayne, maybe just a couple more for me. Can you talk about, you know, some of the yield dynamics within the three portfolios? You lay it out in the press release. Looks like there was a bit of compression in the lower middle market, in the private loan. Just assuming that is, you know, reflective of where spreads have gone over the last, you know, three months or so?

Dwayne Hyzak (CEO)

Sure, Bryce. Thanks for joining us again. Thanks for the follow-up question. I'll give some color on the lower middle market side, and then I've got Nick Meserve here with who leads our private credit group. I'll let him give some additional color on the private loan side. On the lower middle market side, I wouldn't say that we've seen, you know, the interest rate environment, you know, our ability to get good yields on new investments change. You know, we're very disciplined and, you know, we continue to be disciplined there and haven't really seen any impact. When you look at our lower middle market rates change, if it is going down, it's more a result of our existing portfolio companies, particularly the ones that are performing really, really well.

You know, it's not uncommon for them to have an interest rate pricing grid in place, and as they perform, grow, you know, de-lever and move down that grid from a leverage standpoint, they'll see a benefit. So if you see some reduction in the rates on our lower middle market portfolio, it's really gonna be that which we, you know, obviously, we take a balanced approach. We think we've got some great companies, and we'd rather keep those companies in the portfolio longer term as opposed to have them exit. So we, you know, don't necessarily view that as a bad thing. On the private loan, private credit side, I do think, and you've probably heard this from others, I do think you're seeing some pressure there.

You know, the pressure is more, in my opinion, more on the rate side, less on, you know, kind of structure and leverage. But I'll let Nick give some additional color there.

Nick Meserve (Managing Director and Head of Private Credit Investment Group)

Yeah, Bryce, I'd say, you know, we're probably back to'21, '22 spreads after kind of the spread widening of last year. And so we're probably in, I'd say between 50 and 75 basis points over the last 6-9 months as the market's gotten a little more competitive, and people are out there trying to put more money to work.

Bryce Rowe (Analyst)

Okay.

Nick Meserve (Managing Director and Head of Private Credit Investment Group)

I'd say it's more focused on spread so far and less on, you know, incremental debt, leverage, or deal terms.

Bryce Rowe (Analyst)

Okay. All right. Yeah, I mean, I think that's pretty consistent with what we've heard throughout from the other BDCs. You know, you guys have clearly outearned the dividend, even with the supplementals. Jesse, do you have a good maybe an estimate of where spillover is sitting at this point?

Dwayne Hyzak (CEO)

Yeah, Bryce. I think, from memory, spillover was around $70 million-$80 million. Look, I can pull that up for you and get back to you.

Bryce Rowe (Analyst)

Okay. Okay, then last one for me. It looked like nonaccruals were down for the quarter on a cost basis. You know, any color there? Is it just, you know, normal ebbs and flows of nonaccruals in and out of that bucket?

Dwayne Hyzak (CEO)

Yeah, there's, Bryce, on the nonaccruals, you know, nothing significant. We had one company that we had a realized loss on. Obviously, that company, when it was on nonaccrual, it comes off nonaccrual, and then we had, you know, one new addition, a small addition to the nonaccrual, which is why you saw that, you know, that stat, you know, go down when you look at it on a percentage basis. Going back to Jesse's, your question for Jesse. You know, we're just under ninety... I'm sorry, just under eighty million dollars of spillover. So right at, you know, right at a buck a share from a spillover income standpoint at the end of the quarter.

Bryce Rowe (Analyst)

All right. Cool. Thanks a lot.

Dwayne Hyzak (CEO)

Thank you, Bryce.

Operator (participant)

This concludes our question and answer session. I'd like to turn the floor back over to management for closing comments.

Dwayne Hyzak (CEO)

We just wanna say thank you again, everyone, for joining us this morning, and thank you for your continued long-term support of Main Street, and we'll look forward to talking to you again in early August after our second quarter results.

Operator (participant)

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