Main Street Capital Q4 2023 Earnings Call Transcript

Quartr
Provided by Quartr
February 23, 2024

There are 8 speakers on the call.

Operator

Greetings, and welcome to the Main Street Capital Corporation 4th 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. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Zack Vaughan with Dennard Lascar Investor Relations.

Operator

Thank you, Mr. Vaughan. You may begin.

Speaker 1

Thank you, operator, and good morning, everyone. Thank you for joining us for Main Street Capital Corporation's Q4 2023 earnings conference call. Joining me today with prepared comments are Duane Hijak, 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 and 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 4th quarter and full year financial and operating results.

Speaker 1

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 1. 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 23, 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.

Speaker 1

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, gov. Main Street assumes no obligation to update any of these statements unless required by law.

Speaker 1

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 net cash impact to Main Street upon settlement.

Speaker 1

Please refer to yesterday's press release for a reconciliation of these non GAAP measures to the most directly comparable GAAP financial measures. 2 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.

Speaker 1

And now I'll turn the call over to Main Street's CEO, Dwayne Hjak.

Speaker 2

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 a few updates on our performance for the full year.

Speaker 2

I'll also provide 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 Q1 of 2024, after which we'll be happy to take your questions. We're extremely pleased with our Q4 results, which closed another record year for us. Our 4th quarter performance resulted in a new quarterly record for NII per share. NII per share equal to our existing quarterly record that we achieved earlier this year, a new record for NAV per share for the 6th consecutive quarter and an annualized return on equity of approximately 23% for the quarter.

Speaker 2

Our performance in the 4th quarter continued our positive performance in the 1st 3 quarters of 2023 and resulted in new annual records for NII per share and DNI per share and a return on equity of approximately 19% for the year. 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 further pleased that we are able to generate these returns while intentionally maintaining a conservative capital structure and liquidity position during 2023. The continued positive momentum across our platform during 2023 allowed us to deliver significantly increased value to our shareholders with a 25% increase in the total dividends paid to our shareholders in 2023. Despite this significant increase, our DNII still exceeded the total dividends paid to our shareholders by over 17%.

Speaker 2

In addition to these record breaking results, with the continued support from our long term lender relationships and the benefits of our recent investment grade debt offering in January, we entered the New Year with a strong liquidity position and a conservative leverage profile and are excited about the prospects for significant growth in both our Royal Middle Market and private loan investment strategies. We appreciate the hard work and efforts of the management teams and employees at our portfolio companies and continue to be encouraged by the favorable performance of the companies in our diversified lower middle market and private loan investment strategies. We 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. These positive results, combined with our favorable outlook for the Q1, 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 due to several factors, including the impact of the net fair value increases in our investment portfolio, the accretive impact of our equity issuances, our retention of the excess NII above our dividends paid, The continued favorable performance of certain of our lower middle market portfolio companies resulted in strong dividend income contributions and another quarter of significant fair value appreciation in the equity investments in those portfolio companies.

Speaker 2

As we look forward to the next few quarters, we remain excited about our expectations for our lower middle market portfolio companies and the opportunity for continued dividend income and additional fair value appreciation from this portfolio in the future. Our lower middle market investment activity in the 4th quarter returned to levels consistent with our normal expectations with new investments of $92,000,000 in the quarter, including investments totaling $68,000,000 in 2 new portfolio companies and resulting in a net increase of $66,000,000 after repayments and other investment activity. Our private loan investment activities in the quarter included new investments of $160,000,000 which together with higher than expected repayment activity in the quarter resulted in a net decrease in our private loan investments of $113,000,000 We've also continued to produce attractive results in our asset management business. The funds we advised through our external investment manager continue to experience favorable performance in the 4th quarter, resulting in significant incentive fee income for asset management business for the 5th 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 value of the external investment manager due to a combination of increased fee income, growth in assets under management and broader market based drivers.

Speaker 2

We remain excited about our plans for the external 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 also remain optimistic 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. As part of this growth strategy, we're happy to update that we've made continued progress with the fundraising activities on our 2nd private loan fund and we look forward to the continued growth of this new fund over the next few quarters and the related additional recurring base management fees and incentive fee opportunities. Based upon our results for the Q4, 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 March, representing our 10th consecutive and largest to date quarterly supplemental dividend. Our Board also declared regular monthly dividends for the Q2 of 2024 of $0.24 per share payable in each of April, May June, representing a 6.7% increase from the Q2 of 2023.

Speaker 2

The supplemental dividend for March is a result of our strong performance in the 4th quarter, which resulted in DNII per share, which exceeded our regular monthly dividends paid during the quarter by $0.42 per share or 59%. The March 2024 supplemental dividend will result in total supplemental dividends paid during the trailing 12 month period of $1.075 per share, representing an additional 39% paid to our shareholders in excess of our regular monthly dividends and implying a current total yield to our shareholders of approximately 9%. After multiple increases to our monthly dividends during 2023 and a significant supplemental dividend paid in December, our DNII per share for the Q4 still exceeded our total dividends paid by $0.14 per share or 14%.

Speaker 1

We are

Speaker 2

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 continued general economic uncertainty and to further enhance the growth of our NAV per share. As we've previously mentioned, we currently expect to recommend that our Board declare future supplemental dividends to the extent D NII significantly exceeds our regular monthly dividends paid in future quarters and we maintain a stable to positive NAV. Based upon our expectations for the continued favorable performance in the Q1, we currently anticipate proposing an additional supplemental dividend payable in June 2020 4. Now turning to our current investment pipeline. As of today, I would characterize our lower middle market investment pipeline as average.

Speaker 2

Despite the current broad economic uncertainty, we expect to continue to be active in our lower middle market strategy. Consistent with our experience in prior periods of broad economic uncertainty, we believe that the unique and flexible financing solutions that we can provide to our lower middle market companies and their owners and management teams and our differentiated long term to permanent holding periods should be an even more attractive solution in the current environment and should result in very attractive investment opportunities. We are excited about these new investment opportunities, and we expect that our current pipeline will be helpful as we work to maintain our positive momentum from 2023 into the future. We also continue to be very pleased with the performance of our private credit team and the results they have provided for our private loan portfolio and our asset management business. And as of today, I would characterize our private loan investment pipeline as average.

Speaker 2

With that, I will turn the call over to David.

Speaker 3

Thanks, Duane, and good morning, everyone. Each year end provides a good opportunity to look back at our history and highlight the results of our unique and diversified investment strategies 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 2,007, we have increased our monthly dividends per share by 118%, and we have declared cumulative total dividends to our shareholders of $40.56 per share or over 2.7 times our IPO price of 15 dollars per share. Our total return to shareholders since our IPO calculated using our stock price as of yesterday's close and assuming reinvestment of all dividends received since our IPO was 11 times money invested. This compares very favorably to the 3.4 times money invested for the S and P 500 over the same period of time and is significantly higher when compared to other BDCs.

Speaker 3

As we previously discussed, we believe that the primary drivers of our long term success have been and will continue to be our focus on making both debt and equity investments in the underserved lower middle market, supporting our private credit activities for the benefit of our stakeholders and for the clients of our asset management business, which also benefits our stakeholders our internally managed structure, which allows us to maintain an industry leading cost structure and a strong alignment of interest between our employees and our shareholders as a result of our team's meaningful stock ownership. Most notably and uniquely, our lower middle market strategy provides attractive leverage points and income yields on our 1st lien debt investments, while also creating a true partnership with the management teams and other equity owners of our portfolio companies through our flexible and highly aligned equity ownership structures. This approach provides significant downside protection through our 1st lien debt investments and preferred equity positions, while still providing the benefits of alignment and significant upside potential through these equity investments, which we make alongside our portfolio company management team partners. Main Street's long term historical track record of investing in a lower middle market, coupled with our view that this market continues to be underserved, gives us confidence that we'll be able to continue to find attractive new investment opportunities in this primary area of investment focus for our business.

Speaker 3

Our ability to provide highly customized and differentiated 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 20 $301,000,000 in our lower middle market strategy. Dollars 197,000,000 of this capital was deployed in 6 new lower middle market platform companies with the remaining $104,000,000 predominantly representing follow on investments in existing, seasoned and well performing lower middle market companies. Consistent with our comments in prior quarters, these follow on investments were made to support the growth strategies in some of our highest performing portfolio companies, which makes this aspect of our lower middle market investment activity very exciting for us. Our follow on investments are typically used to support multiple objectives, including acquisitions, product or geographic expansion opportunities and recapitalization transactions.

Speaker 3

Most importantly, these follow on investments support proven management teams that we believe intrinsically pose less investment risk when compared to providing capital to 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 strive to achieve meaningful equity value creation. 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 a larger portion of the portfolio company's cash flow after debt service, which can be available for distributions to the equity owners. Given the strength and quality of our lower middle market portfolio and the long term holding period for many of our companies, we expect dividend income to continue to be a significant contributor to our results in 2024.

Speaker 3

Additionally, this deleveraging coupled with the attractive overall strong underlying operating results of our lower middle market portfolio companies allowed us to achieve $72,000,000 in net fair value appreciation in 2023 for the lower middle market portfolio. This benefit from our lower middle market equity investments is unique among BDCs with our fair value appreciation available to offset losses, which we will naturally incur in our investment strategies given the fact that we are investing in non investment grade asset classes. Our unrealized equity appreciation also provides potential upside to Main Street's net asset value that the investment strategies of other BDCs simply do not have. The last important area I'd like to cover regarding our 2023 accomplishments are the impressive contributions that our private credit team delivered during the year. Our private credit team continued to execute on our strategy to dedicate significant resources towards growing the private loan segment of our business while deemphasizing our middle market portfolio, which as a reminder, includes investments in larger syndicated loans.

Speaker 3

Our purposeful and intentional strategic shift over the last 6 years to grow our private loan portfolio is primarily driven by our belief that an attractive and growing direct lending environment exists and that the private loan investments provide a very attractive risk adjusted return profile for Main Street and for asset management business. During 2023, Main Street invested $507,000,000 in our private loan strategy, while decreasing our middle market portfolio by 27% on a cost basis. As a result of these investment activities during the year, our private loan portfolio represented 39% of our total investments at cost at year end and our middle market portfolio support our key strategic objective to continue to grow our asset management business. As of December 31, we had investments in 190 companies spanning across more than 50 different industries. Our largest portfolio companies, excluding the external investment manager, represented only 3.7% of our total investment income for the year and 3.5% of our total investment portfolio at fair value at year end.

Speaker 3

Majority of our portfolio investments represented less than 1% of our income and our assets. Now turning to our investment activity in the 4th quarter. We made total investments in our lower middle market portfolio of $92,000,000 including investments of $68,000,000 in 2 new lower middle market portfolio companies, which after aggregate repayments on debt investments and return of invested equity capital and a decrease in cost basis due to a realized loss resulted in net increase in our lower middle market portfolio of $66,000,000 During the quarter, we also completed $160,000,000 in total private loan investments, which after aggregate repayments in sales of debt investments and a decrease in cost basis due to a realized loss resulted in a net decrease in our private loan portfolio of $113,000,000 Finally, during the quarter, we had a net decrease in our middle market portfolio of $50,000,000 as a result of our continued focus to deemphasize this strategy and portfolio. At year end, our lower middle market portfolio included investments in 80 companies, representing $2,300,000,000 of fair value, which is 27% above our related cost basis. We had investments in 87 companies in our private loan portfolio, representing $1,500,000,000 of fair value.

Speaker 3

In our middle market portfolio, we had investments in 23 companies, representing $244,000,000 of fair value. The total investment portfolio at fair value at year end was 15% above our related cost basis. Additional details in 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.

Speaker 3

To echo Duane's and David's comments, we are pleased with the operating results for the 4th quarter, which included a number of quarterly records and capped a year in which Main Street achieved records for net investment income, distributable net investment income and net asset value each on a per share basis. Our total investment income for the Q4 was $129,300,000 increasing by $15,400,000 or 13.6 percent over the Q4 of 2022 and by $6,100,000 or 4.9 percent from the Q3 of 2023. The positive momentum we experienced during the 1st three quarters continued in the 4th quarter and culminated in a year with strong levels of interest, dividend and fee income, which again demonstrated the continued strength of our differentiated investment and asset management strategies. The 4th quarter included elevated levels of certain income considered less consistent or non recurring in nature, including from our equity investments and accelerated prepayment, repricing and other activity related to our debt investments. In the aggregate, these items totaled $5,300,000 and were comparable to the average of the prior 4 quarters or 1.1 $1,000,000 higher than such items in the Q4 2022 $4,700,000 higher than the Q3 2023.

Speaker 3

Interest income increased by $14,400,000 from a year ago and $1,300,000 over the 3rd quarter. The increase over the prior year was driven primarily by increases in benchmark index rates, net investment activity and $2,300,000 in increased accelerated OID income. The increase over the 3rd quarter was primarily driven by $3,100,000 increase in accelerated OID income, partially offset by decreased levels in interest bearing debt investments at quarter end as a result of elevated levels of repayments, offsetting new and follow on investments. Dividend income increased by $1,400,000 or 6.1 percent over a year ago, including a $1,200,000 decrease in unusual or non recurring dividends and increased by $2,600,000 or 12.2 percent from the Q3, including a $500,000 increase in unusual or non recurring dividends. The increases in dividend income are a result of the continued underlying strength of our portfolio companies and the benefits from our asset management business.

Speaker 3

Fee income was comparable to a year ago and increased by $2,200,000 from the 3rd quarter driven by closing fees resulting from an increased investment activity in our lower middle market investment strategy and increased prepayment fees driven by repayment activity in our private loan portfolio. Repayment and other fee income considered non recurring was comparable to a year ago and increased by $1,200,000 from the Q3 2023. Our operating expenses increased by $1,200,000 over the Q4 of 2022, 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 both the quarter on an annualized basis and the year and continues to be amongst the lowest in our industry. Our external investment manager contributed $9,200,000 to our net investment income during the 4th quarter, an increase of $2,200,000 from the same quarter a year ago, which resulted in a total of $33,400,000 for the year, representing an increase of $11,100,000 or 50 percent over the prior year.

Speaker 3

The manager earned $3,800,000 in incentive fees during the quarter $13,400,000 for the year, increasing by $1,400,000 $10,900,000 respectively over the same periods in the prior year as a result of the positive performance of the assets under management. The manager ended the quarter with total assets under management of 1,500,000,000 dollars During the quarter, we recorded net fair value appreciation, including net realized losses and net unrealized appreciation on the investment portfolio of $48,200,000 This increase was driven by net appreciation across each of our investment strategies, largely driven by the continued positive performance of certain of our portfolio companies and the impact from changes in market spreads. The increase in the fair value of our external investment manager was a result of a combination of increases in the fees generated by the external investment manager and the valuation multiples of publicly traded peers, which we use as one of the benchmarks for valuation purposes. We ended the 4th quarter with investments on nonaccrual status comprising approximately 0.6% of the total investment portfolio at fair value and approximately 2.3 percent of costs. Net asset value or NAV increased by $0.87 per share over the 3rd quarter and by $2.34 or 8.7 percent when compared to a year ago to a record NAV per share of $29.22

Speaker 2

at year end.

Speaker 3

Our regulatory debt to equity leverage calculated as total debt excluding our SBIC debentures divided by net asset value was 0.59 and our regulatory asset coverage ratio was 2.69, both intentionally more conservative than our long term target ranges of 0.8 to 0.9 times and 2.1 to 2.25 times. During the Q4, we expanded our total commitments under the SPB facility from $255,000,000 to $430,000,000 and raised $38,000,000 from equity issuances under our at the market program. In January of this year, we issued $350,000,000 of unsecured notes with a coupon rate of 6.95 percent maturing in March 20 29 and utilized the proceeds to repay outstanding borrowings under our credit facilities. We currently intend to fund the repayment of our May 2024 notes at maturity, primarily through borrowings under the credit facilities. After giving effect to the capital activities in 2023, the issuance of the March 20 29 notes and the upcoming repayment of our May 2024 notes, we entered 2024 with strong liquidity, including cash and availability under our credit facilities in excess of $1,000,000,000 dollars 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 and allow us to continue to execute our investment strategy and growth of our investment portfolio.

Speaker 3

With this current level of liquidity, we expect to fund our net new investment activity in 2024 through a greater proportion of debt financing. More conservative than our long term targets. Coming back to our operating results. As a result of our strong performance for the quarter year, our return on equity for the Q4 was 22.9% on an annualized basis and 18.8% for the year. DNII per share for the quarter of $1.12 exceeded the DNII per share for the Q4 last year by $0.09 or 8.7 percent and exceeded the DNI per share for the 3rd quarter by $0.08 or 7.7 percent.

Speaker 3

The combined impact of certain investment income considered less consistent or non recurring in nature on a per share basis was comparable to the average of last 4 quarters, dollars 0.01 per share above the same quarter a year ago and $0.06 per share above the 3rd quarter. For the year, these items were $0.15 per share above 2022 levels. D and I per share for the quarter exceeded total regular monthly dividends per share paid to our shareholders in the 4th quarter by $0.415 per share or approximately 59%. Total dividends paid for the year were $3.69 per share, including $0.95 per share in supplemental dividends, an increase of 25% over our total dividends paid during 2022. This week, our Board approved a supplemental dividend of $0.30 per share payable in March 2024.

Speaker 3

With the supplemental dividend, total declared dividends for the Q1 of 2024 were 0.1% increase over the total dividends paid in the Q4 of 2023 and a 20% increase over the total dividends paid in the Q1 of last year. As we look forward, given the strength of our underlying portfolio, we expect another strong top line and earnings quarter in the Q1 of 2024 with expected DNII of at least $1.06 per share with the potential upside driven by the level of dividend income and portfolio investment activities during the quarter and we would also expect that we would recommend to our board that it declare another supplemental dividend in the 2nd quarter. With that, I will now turn the call back over to the operator so we can take any questions.

Operator

Thank you. We will now be conducting a question and answer session. Our first question comes from the line of Robert Dodd with Raymond James. Please proceed with your question.

Speaker 4

Hi, guys. Congratulations on the quarter. First question on the Asset Management business. And I mean the largest contributor to that is still MSE Income Fund. Can you give us any update on your thought process regarding that business?

Speaker 4

You don't control it, but in terms of how that might be shareholders there might end up with liquidity. Because the question there is, I think you've discussed it before, one of the possibilities eventually could be a fee cut there in connection with other things? Do you think that's a likely or unlikely event during 2024 that the fee structure and the financial relationship there could change? Or is that if anything happens there, it's longer term?

Speaker 2

Robert, thanks for the question. I would say on MSC Income Fund, like you've heard us say before, we're obviously the advisor there, but the Board of MSC Income Fund will have a huge part in determining what the outcome is there. We are encouraged by some of the more recent activity here in 2024 with several funds going public through new IPOs. Obviously, that's an opportunity from a space or an industry standpoint that hasn't been there for the last couple of years. So it's very encouraging to see that activity.

Speaker 2

And we will be having conversations with the MSC Income Fund Board about that activity in our next Board meeting to contemplate what it may mean for MSE Income Fund. To your point on fees, I do think that the market as evidenced by these more recent IPOs has been requiring a lower base management fee than what we currently charge for charge to MSE Income Fund. I will remind you that the strategy for MSE Income Fund is consistent with Main Street. So it includes a combination of private credit, private loan activities that is more consistent with what you see from most others in the BDC industry, but it also includes a healthy amount of lower middle market investment activity that we think is more akin or more consistent with a private equity investment strategy that would warrant in the marketplace a higher fee structure both on the base annual fee as well as the incentive fees. So I think the conclusion on the fee will be driven by our conversations with the MSC Income Fund Board.

Speaker 2

What the market would tell us if there was a desire to seek an IPO or another liquidity event. And then how we look at the overall composition of that portfolio today and what we think the composition would be going forward. Those would be drivers of what we think happens long term with the fee structure.

Speaker 4

Got it. Got it. I appreciate that color. Thank you. Changing that completely, you mentioned the low middle market pipeline is average.

Speaker 4

It is an election year. It's possible the White House could or in part, the Senate House division could flip. There are currently tax moves that sunset in 2025. I mean, any of the line mark because a lot of what you do there is the system in tax for people looking to transition. Do you think the being an election year and potential tax tax law changes, do you think that's going to have an effect on the lower middle market businesses demand and pipeline and maybe in the second half of the year?

Speaker 2

Yes, Robert, I'd say it's always hard to predict what impacts activities in Washington, whether it's an election or tax rate changes or other changes. It's really hard to predict what those activities what impact they'll have on lower middle market activity. We can make arguments for those types of activities driving increased demand for individual owner operators, families or partners that own a business could drive them to be more active or have a stronger desire for a transaction, but it could also result in more uncertainty in the marketplace and a view that if someone goes to market, they're not going to realize full valuation. So they may be more compelled to wait until or after any of those changes take place to see what the impact on the marketplace is. As you've heard us say in the past, we do think that what we provide from a financing standpoint and a partnership standpoint to our lower middle market companies is very, very different.

Speaker 2

We think the solution can and should be and in the past has been applicable to all types of markets, whether it's a very good productive market or if it's a market that's got more uncertainty, whether that's economic uncertainty, tax rate change uncertainty or political uncertainty. So we continue to be confident that our lower middle market strategy will be applicable in all those markets, but it's really hard to predict what happens in Washington and what impact that will have on overall deal flow activity and specifically deal flow activity in the lower middle market strategy. Dave, I covered a lot, but I don't know if you would add anything to that.

Speaker 3

Yes. All I'd add is that, Robert, when we think about the landscape, yes, the election has an impact on outcomes as does last year. We had rising interest rates and concerns about visibility towards that. So we always have some various environmental issues that we're looking at any one moment in time. But I'd say that interest rates stabilizing a bit as they have probably has a positive impact that might we are hoping will offset any

Speaker 4

I mean, you indicated you get plan is to take up leverage somewhat this year. I mean, you've been running it intentionally low, still producing high returns. But is the indication that you expect leverage to go up, is that an indication of comfort that you just feel better about the interest rate environment where the economy is? Or is there some other factor that drove that decision to maybe increase leverage a little bit from the low level currently?

Speaker 2

Sure, Robert. As you've heard us say in the past, we've always viewed our ability to produce shareholder returns is driven more based upon investment strategy and our approach to the marketplace and less on financial engineering through leverage. So we've always wanted to and have always consistently maintained a very conservative leverage profile and a significant liquidity position. And we don't expect that to change going forward, whether that's in 2024 or anytime after that. We have been intentionally more conservative for the last 12 months or so and that was really less driven by the overall economy or other kind of portfolio related issues and more based on the fact that we had a May of 2024 have a May of 2024 maturity and we wanted to create maximum flexibility to deal with that.

Speaker 2

Obviously, we dealt with that here in the 1st part of 2024 with the new unsecured debt issuance. I'd say that pressure is a lot less than it would have been over the last 12 months. So that would really be the driver for us taking leverage up some, but still being conservative and still likely ending the year below our leverage targets.

Speaker 4

Got it. Thank you.

Speaker 2

Thank you.

Operator

Thank you. Our next question comes from the line of Bryce Rowe with B. Riley Securities. Please proceed with your question.

Speaker 5

Thanks a bunch. Good morning.

Speaker 6

Good morning.

Speaker 5

Hey, Duane, just maybe a follow-up to some of Robert's questioning around the external manager. I know you all in the pretty recent past have run some tender processes to try to give those particular shareholders some liquidity. Have you continued to do that here at the end of 2023?

Speaker 2

Yes, Bryce. To your point, we have introduced that over the last 12 months and continue to be active in providing liquidity options the shareholders of MSC Income Fund. Those liquidity options have been through the consistent quarterly redemption that is funded by the funds DRIP proceeds. And then we've added the Dutch auction that I think we're now on our we're executing our 4th iteration of that. So we think those activities have been productive.

Speaker 2

And we continue to think it's a good activity for us to try and provide additional liquidity options for those shareholders who have a heightened need or desire for liquidity. So that was the intent or the goal behind those activities and we think they've been successful or productive from our perspective.

Speaker 5

Okay. That's helpful. And then as we think about the valuation, obviously, you've seen a material increase in the external managers valuation in 2023 and even in the Q4. And in your prepared remarks, you talked about kind of a breakdown of increased assets under management, increased fee income and then market based approach to that valuation. Can you help us kind of think about what's driving the valuation of those three factors?

Speaker 5

What's the biggest factor? Or is it fairly well split between the 3?

Speaker 2

I would say all three of those drivers or factors contributed to the increase in Q4. But if you were to go look at the publicly traded performance for asset managers, I would say that in the Q4, there was a significant increase in those valuations and that would have been a significant contributor to the increase in our valuation in the Q4. Just as a reminder, we obviously don't use that as the only benchmark to drive our valuations. It's one of the inputs, but it is an input. So when you see those publicly traded peers increase significantly in value, we're going to see that come through our valuation.

Speaker 5

Got it. Okay. You mentioned continued kind of progress with private loan fund number 2. Can you give us some numbers around that progress?

Speaker 2

Sure. So the numbers at year end, it was about 80,000,000 dollars of total LP equity commitments. So still not a huge number, but relative to where we were at this point in time on PLF1, it is a significant increase and we continue to have what we think are very productive conversations with additional LPs. So our goal just to remind everyone is that we want that fund from an LP equity commitment standpoint to be somewhere between $103,000,000 $300,000,000 as a reminder $100,000,000 $300,000,000 of LP equity. As a reminder, PLF1 is just over $100,000,000 We hope to be something north of $150,000,000 or $200,000,000 with the max being $300,000,000 and our activities over the next couple of quarters as we continue to execute the fundraising activities for that fund, they obviously would dictate how large we end up being from a LP equity commitment standpoint.

Speaker 2

And then just as a reminder, we think the marketplace will continue to allow kind of a one to 1 debt to equity leverage level. So if we're successful at $150,000,000 of equity, that's 300,000,000 dollars of assets. Obviously, if you go up to $300,000,000 of equity, then it's $600,000,000 of assets. But that's the goal and intent and we'll continue to work on that as we move through the next couple of quarters.

Speaker 5

Got it. That's helpful. And then maybe last one for me. You all called out non accrual levels having come down quarter over quarter and then also some of the realized exit activity in the lower middle market and private loan portfolios. Can you kind of I assume those kind of marry up together with lower non accruals being driven by some of that exit activity?

Speaker 5

If not, can you help me think about that?

Speaker 2

Sure. So maybe I'll give a couple of comments and if Nick, who leads our private credit activities, if he wants to add on, he can add on here. So I would say the non accrual activity, obviously, it's an improvement. When you look at quarter over quarter, I would say we're not super excited about it because it improved because of a realized loss in the quarter. So most of that movement was driven by, I think it was about a $15,000,000 realized loss on an investment that we restructured and it came off non accrual in the quarter.

Speaker 2

I think the repayment activity specifically on the private credit side, as you've heard us say in the past, we think we've got a very, very attractive high quality portfolio. And despite the continued uncertainty in the marketplace, we just saw a number of names, some of which frankly we hadn't even been in that long 12 or 18 months, a number of names that have performed really, really well that either went through an M and A transaction or just went out and refinanced us with a significantly lower cost of capital from that replacement lender. So it's kind of a it's good and bad. It shows the very high quality of our portfolio, but obviously you had elevated repayments, which is not good from an interest income standpoint when we look at the portfolio going forward. But Nick, I don't know if you'd add anything to that.

Speaker 7

Yes, Bryce, the only thing I would add there is most of those repayments really came in late in the quarter. And so from an average perspective, we're where we wanted to be for the Q4. And I'd say those names are names we had targeted to get repaid in 2024. We just moved into kind of late December, early December versus in the 1st or Q2 of 2024. And so I think from where we want to be, I think we just need to spend some money here in the Q1 and we'll be back to where the balance should be.

Speaker 5

Got it. I mean, I think we've heard on other BDC calls that the expectation is for increased activity from a prepayment perspective or repayment perspective in 2024. Do you all share that sentiment?

Speaker 7

We do. I think if you look at our total repayments in the private loan side of the business, for the 1st 3 quarters, we were, I'd say, well under average, what you would usually see. The Q4 picked that up. And so for the year, we probably hit our average repayment level we've seen over the last decade. But we'd expect that to continue more on that average level of basically a onethree repayment rate on an annual basis.

Speaker 5

Got it. Okay. Thanks for taking the questions. Appreciate it.

Speaker 2

Thanks, Bryce.

Operator

Thank you. Our next question comes from the line of Mark Hughes with Truist Securities. Please proceed with your question.

Speaker 6

Yes, thank you. Good morning. Morning, Mark. On the private loan portfolio, the assets were down in the quarter, more repayments, I think we've been talking about that. What's your feeling about the early 2024?

Speaker 6

Is that going to be back into the positive territory?

Speaker 7

Yes. Appreciate the question, Mark. This is Nick. I think where we're at to date for the quarter, we'd be close to flat from Q3. So we're up for the Q1 and so we'd expect that to continue to grow and really be back to a flat from Q3 to up from Q3.

Speaker 6

Very good. And then the follow on investment activity, how are you seeing that trending? Is that a reasonable indicator of underlying economic health? Does that tend to I'm sure it varies in terms of rationale, but are you seeing any trends there that are worth noting and does it imply anything about the broader picture? Again, this is the follow on investment activity with your existing portfolio companies.

Speaker 2

Sure, Mark. When you look at our lower middle market portfolio, you've heard us say this, we have a number of companies in that portfolio that have been and continue to perform very, very well. When you look at some of those companies, they also have had an increased appetite to grow through acquisitions to supplement or compound their organic growth. So we had one portfolio company in the Q4 that was a meaningful follow on, probably 80% or 90% of the total follow ons were in that one portfolio company that executed what we think is a highly attractive, very strategic acquisition. If you look at the pipeline today, one of the things that makes us feel good about that investment pipeline is that we have a number of companies, multiple companies in the lower middle market portfolio, again, most of them being in the upper end of our portfolio from a performance standpoint that are actively executing on acquisition opportunities that would require additional debt financing from Main Street.

Speaker 2

We expect those to close in the Q4, but obviously there's a lot of pieces that have to come into place that we don't always control in order for that to happen. But we're encouraged by that activity. And if we're successful there, we think it will benefit us significantly in Q1, but even more importantly over the next 12 or 24 months as we really see the benefits of those acquisitions flow through the portfolio company's results and our fair value changes and hopefully additional dividend income in the future.

Speaker 6

And then the external investment manager, assuming things go as they have been and there's no material change, you described a 50% increase in the positive impact on NII. What's the with what you have in line of sight, can you give us some sense of what the marginal effect is going to be here in 2024?

Speaker 2

Mark, I may have may not have fully followed your question. Can you kind of give me a little more detail on what

Speaker 6

you're looking for? Yes. It was just the NII impact from the external investment manager. I think you said it was up the you went from $22,000,000 to $33,000,000 in 2023, if I heard that properly. I was just trying to get some sense of how you think that's going to trend in 2024.

Speaker 2

Sure. Thanks, Mark. And I apologize. I want to make sure I answered the question correctly on our side. So if you look at 2023 as a whole and just give you kind of the highs and lows from a quarterly NII contribution standpoint.

Speaker 2

The low was just over $7,500,000 The high was $9,200,000 which that the high was in the Q4. The variability quarter to quarter is really driven by the incentive fees, probably not a big surprise. The base management fees, one of the reasons we find the asset management business so attractive is those base management fees don't really move much quarter to quarter. Obviously, as we grow additional clients and we grow additional AUM, they will move over time. But quarter to quarter, they just don't move that much.

Speaker 2

So the real driver, the real volatility is all driven by the incentive fees. So So to the extent we continue to have favorable performance, you heard Jesse's comments about our expectations at Main Street for the Q1. As I said earlier, there's a lot of overlap between our portfolio and MSE Income Funds portfolio. It's not 100%, but you can apply a little bit of a read through from our results and our expectations to MSE Income Funds. So given that we expect MSE Income Fund to continue to perform well and continue to generate positive contributions to us from an incentive fee standpoint.

Speaker 2

But the real productivity or growth year over year versus that $33,000,000 number that you referenced is really going to be more dictated by the incentive fee coming off the performance of not just MSE Income Fund, but also the private loan funds that we manage. Our ability to continue to produce positive results there is going to really be the driver of that outcome.

Speaker 6

Great. Thank you.

Speaker 2

Thank you.

Operator

Thank you. Our next question comes from the line of Eric Zwick with Hovde Group. Please proceed with your question.

Speaker 2

Good morning, everyone. Just one question for me this morning. Given the fact that both the Fed and the futures market are projecting declines in short term interest rates at some point during 2024, obviously the timing and magnitude remain up for debate. But wondering, can you provide an update on your interest rate sensitivity, maybe in terms of the potential impact to DNI per share for each 25 basis point reduction? Sure, Eric.

Speaker 2

Thanks for the question and thanks for joining us this morning. We like other I think all the other BDCs provide what we think is a pretty granular table both in our SEC filings and in our investor presentation. So you'll see that when we post all that later this morning. But in general, we have historically and continue to view our position to be a little less sensitive than other BDCs as purely attributable to the fact that our lower middle market strategy is predominantly fixed rate as opposed floating whereas most of the space is as you know is 100% if not 100% close to 100% floating. So we do think we have a little bit less sensitivity.

Speaker 2

So we've not seen the same benefits that the space may have seen over the last 12 or 18 months. But if rates come down, we should see less of an impact going forward. But for your benefit, if you look at our portfolio and our obligations as of twelve onetwenty 23, so as of year end, a 25 basis point change would be just over 0.04 dollars a year. I think it's about $0.045 So if you look at that and annualize it, you kind of get to $0.18 a year. Just remember that assumption is a very, very aggressive calculation because it assumes those rates change day 1 of the year.

Speaker 2

Obviously, given the curve, as you know, that wouldn't happen. And in practice, it also likely wouldn't happen. It will happen kind of on a curve basis over the balance of the quarter and the year. So the impact will likely be lower than that, but that's the best way that we and I think the other BDCs have been able to deliver that interest rate sensitivity historically and continue to provide it today. Great.

Speaker 2

Thanks, Dwayne. I appreciate the color. That's all for me today. Thank you, Eric. Appreciate it.

Operator

Thank you.

Speaker 2

That was the last question here. So again, we appreciate everyone's participation. Really appreciate the questions. We love responding to questions. So we appreciate the individuals that join and ask those questions.

Speaker 2

And we'll look forward to talking to everyone again in May after our Q1 2024 results are released.

Operator

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

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Earnings Conference Call
Main Street Capital Q4 2023
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