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Main Street Capital (NYSE:MAIN)

Q4 2013 Earnings Conference Call

February 28, 2014 10:00 ET

Executives

Ben Burnham - VP, Investor Relations Counsel

Vince Foster - Chairman, President & CEO

Dwayne Hyzak - CFO

Analysts

Rowe - Robert W. Baird

Robert Dodd - Raymond James & Associates

Vernon Plack - BB&T Capital Markets

Christopher Nolan - MLV & Co

Andrew Kerai - National Securities Corp

Mickey Schleien - Ladenburg Thalmann & Co

JT Rogers - Janney Capital Markets

Operator

Good morning ladies and gentlemen and thank you for standing by. Welcome to the Main Street Fourth Quarter Earnings Conference Call. (Operator Instructions). This conference is being recorded today, Friday, February 28, 2014. I would now like to turn the call over to Ben Burnham with Dennard-Lascar Associates. Please go ahead.

Ben Burnham

Thank you. Good morning everyone. Thanks for joining us for the Main Street Capital Corporation Fourth Quarter 2013 Earnings Conference Call. Joining me today on the call are Chairman, President and CEO, Vince Foster; and Chief Financial Officer, Dwayne Hyzak.

Main Street issued a press release yesterday afternoon that detailed the company's quarterly financial and operating results. This document is available on the Investor Relations section of the company's website at www.mainstcapital.com.

A replay of today's call will be available beginning about an hour after the completion of the call, and will remain available until March 7th. Information on how to access the replay is included in yesterday's press release. We also advise you that this conference call is being broadcast live through an Internet webcast that can be accessed on the company's web page. Please note that information on this call speaks only as of today, February 28, 2014, and therefore, you are advised that time-sensitive information may no longer be accurate at the time of any replay listening.

Our conference call today 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 and similar expressions. These statements are based on management's estimates, assumptions and projections as of the date of this call and they are not 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 www.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 and distributable net realized income. Please refer to yesterday's press release for reconciliations of these measures to the most directly comparable GAAP financial measures. Certain information discussed on this call, including information related to portfolio companies, was derived from third-party sources and has not been independently verified.

And now, I'll turn the call over to Vince.

Vince Foster

Thanks Ben and thank you all for joining us today. I will comment on the performance of our investment portfolio, discussion our recent dividend announcements and our dividend outlook. Highlight our origination activity and conclude by commenting on our investment pipeline. Following my comments, Dwayne will cover our operating performance in more detail and comment on our fourth quarter financial results, our investment relationship with HMS Income Fund, our current liquidity position and certain key portfolios statistics after which we will take your questions.

Our investment portfolio produced solid results from an earnings perspective for the fourth quarter. Our lower middle market investments depreciated during the quarter by $7.4 million on a net basis, with the depreciation concentrated in two portfolio investments and with 26 of our investments appreciating during the quarter and 8 others depreciating. Our middle market and private loan investments appreciated by $700,000 during the quarter. We finished the quarter with a net asset value per share of $19.89, a sequential decrease of $0.12 a share over the last quarter. As with the payment of the supplemental 25% of share dividend in the fourth quarter our net asset value would have increased by $0.13 per share during the fourth quarter.

Our lower middle market portfolio experienced a notable activity during the quarter both positive and negative, on the positive side we achieved full access with respect to three investments which delivered nearly $10 million net realized gains. This matched up well with our roughly $10 million or $0.25 a share December supplemental dividend. On the disappointing side we placed two investments on the accrual. One experience is significant working capital shortfall which we were not comfortable funding although we continue to work through the issues and related alternatives and expect a resolution this quarter.

The other investment suffered from management issues and unexpected turnover alleged violations of noncompetition and other important covenants and there are the subject of ongoing litigation and the related cost of litigation claims. Resolution of these issues in the timing thereof is uncertain. Fortunately we only have these two investments on nonaccrual status and our remaining lower middle market investments continue to appreciate nicely on a net basis, but again, 26 appreciating during the quarter. So substantially mitigating the depreciation resulting from these two investments.

Our lower middle market company ended the quarter with a $136 million of cash in their balance sheets. They also continue to exhibit very conservative leverage and debt service coverage ratios, which Dwayne will cover in greater detail.

During the fourth quarter our Board declared an increase in our monthly dividend to $0.165 effective for the first quarter of ’14. Earlier this week our Board declared our second quarter dividends which are consistent with the first quarter monthly payout rate $0.165 or $0.495 for the quarter.

Next quarter we expect to ask our Board to declare our midyear semi-annual supplement dividend in the $0.25 to $0.275 a share range. During the course of our last conference call I referenced our spillover taxable income of $49 million as of September 30, ’13.

As of 12/31/13 we estimate our spillover taxable income was $44 million. We continue to expect we will pay semi-annual supplemental dividends going forward to the next few years in addition to our regularly dividends. Earlier this year we reported to our shareholders via Form 1099 that over 30% of our 2013 dividends were taxed at the highly favorable 2013 tax rates on long-term capital gains. We are extremely pleased once again to deliver this level of tax efficiency to our tax paying shareholders.

I'd like to turn now to originations. Our lower middle market originations for the quarter totaled $61 million on a gross basis and $42 million on a net basis. Our private loan originations were $22 million on a net basis, and our net middle market originations were $78 million for the quarter, as we invested proceeds from our Q3 equity offering. As of today I would characterize our investment pipeline as solid and consistent with prior periods. We continue to seek and receive significant equity participation in our lower middle market investments. And as of quarter end, we maintained an average of a 33% fully diluted equity ownership position in the 94% of these investments in which we currently have equity exposure.

Our officer director group has continued to purchase shares via our dividend reinvestment plan, investing over $700,000 via this program during the fourth quarter

With that, I'd like to turn the call over to Dwayne Hyzak to cover our portfolio performance in more detail.

Dwayne Hyzak

Thanks Vince. We are pleased to report that our fourth quarter and full year 2013 results represent significant increases from the prior year and our total investment income and net investment income continued increases in our net asset value, meaningful realized gains and improvement in our favorable ratio of operating expenses as a percentage of total assets.

Our total investment income increased by 28% for the fourth quarter and 29% for the full year over the same periods in 2012 to a total of $33.4 million for the quarter and $116.5 million for the year. Both increases were primarily driven by increased amount of interest income associated with higher levels of portfolio debt investments and increased dividend activity from portfolio equity investments when compared to prior year. With the fourth quarter increase primarily driven by $6 million increase in interest income and a $900,000 increase in dividend income.

Investment income in the fourth quarter included $600,000 of non-recurring fee income recognized on the exit of a private loan portfolio investment and $1 million of special dividend income which together represent approximately $0.04 per share of non-recurring income in the fourth quarter of 2013. Fourth quarter 2013 operating expenses excluding non-cash share based compensation expense increased by $2.4 million over the fourth quarter of the prior year to a total of $9.7 million. The operating expense increase was primarily the results of a $1.2 million increase in interest expense, a $700,000 increase in compensation and related expenses, a $500,000 increase in other general and administrative cost in comparison to the prior year.

The ratio of our total operating expenses excluding interest expense was a percentage of our average totaled assets which we believe is a key metric in evaluating our operating efficiency was 1.8% on an annualized basis for the fourth quarter of 2013 and a 1.7% for the full year representing a slight improvement from the comparable periods in the prior year and which continues to compare very favorably to other BDCs.

Our low-cost, internally managed operating structure continues to allows us to deliver a greater portion of our gross portfolio returns to our shareholders, and we believe that it provides for greater alignment of the interest of our management with the interest of our shareholders.

Our increased total investment income and a continued leverage of our low-cost operating structure result in a 26% increase in distributable net investment income for the fourth quarter of 2013 to a total of $23.7 million or $0.60 per share exceeding our recurring monthly dividends paid for the quarter by $0.12 per share, or 25%.

We completed the exit of our investments in three lower middle market portfolio companies in the fourth quarter including exits of our investments in thermal and mechanical equipment, Van Gilder Insurance and Hayden Acquisition which resulted in a net realized gain from portfolio investments of $9.5 million. We recorded net unrealized appreciation on the investment portfolio in the fourth quarter of $14.7 million. This was primarily as a result of the previously mentioned realized gains which resulted in a corresponding reversals of an unrealized appreciation recorded in prior periods and the net unrealized depreciation from portfolio investments of $5.6 million which is events previously discussed was primarily due to the depreciation recognized on the two non-accrual portfolio company investments. These were partially offset by net appreciation on our remaining portfolio investments.

The operating results for the fourth quarter of 2013 resulted in a net increase to net assets from operations of 21.2 million or $0.53 per share. On the capital resources front our liquidity and overall capitalization remain strong. At year-end we have $34.7 million of cash, $13.3 million of marketable securities and $208 million of unused capacity under our credit facility. Today we have over $28 million of cash, $11 million of marketable securities, $195 million of unused capacity under our credit facility and $24.8 million of undrawn commitments for SBIC debentures providing a significant capacity for future growth. As we look forward to the first quarter of 2014 and consider the impacts of the special dividend activity and a non-recurring fee income in the fourth quarter of 2013 which together represented a total of $0.04 per share of income we currently expect that our investment strategy, diversified investment portfolio and low cost operating structure will result in first quarter of 2014 distributable net investment income per share of $0.53 to $0.54 per share, a $0.03 to $0.05 above our previously announced dividends for the first quarter of $0.495 per share.

These expectations are consistent with our previously discussed policy of setting our monthly dividend at 90% to 95% of our expected distributable net investment income.

As we have previously announced our fourth quarter update in early January beginning on January 1, 2014 our external investment advisor began accruing management fees related to it's investments sub-advisory relationship with HMS Income Fund. We have current visibility that this relationship will generate $0.02 to $0.03 per share of net investment income for the full year 2014 and based upon HMS’s current fund raising activities we expect this amount could increase later in the year.

Now let me finish with a few portfolio statistics as of December 31. Our investment portfolio continues to be extremely diversified with investments in 169 companies across our lower middle market, middle market and private loan portfolios. These companies are diversified across over 50 different industries and the portfolio continues to be very well diversified by end market, geography and vintage. We believe that this portfolio diversification add significant protections to our investment portfolio, recurring investment income and cash flows and provide significant benefits to our shareholders. In our lower middle market portfolio we had 62 investments representing approximately 659 million of fair value are greater than 20% above the cost basis of approximately $543 million.

Consistent with our investment strategy? Approximately 76% of our lower middle market portfolio investments at cost when a form of secured debt investments and approximately 86% of those debt investments held personally in security position. The weighted average effective yields on our lower middle market portfolio debt investments was 14.7%.

As Vince mentioned we continue to hold equity positions in 94% of our lower middle market portfolio companies with an average fully diluted equity ownership position of approximately 33%. We believe that these equity ownership positions provide significant value to our shareholders and they are the primary driver behind our significant net unrealized appreciation of approximately $3 per share and our growing levels of dividend income.

At the lower middle market portfolio level, the portfolio is median net senior debt to EBITDA ratio was 2.1 to 1, or 2.3 to 1 including portfolio company debt which is junior in priority to our debt position.

Based upon our internal investment rating system with a rating of 1 being the highest and 5 being the lowest and with all investments entering the rating system with an initial 3 rating the weighted average investment rating for our lower middle market investment portfolio was 2.2 on December 31 which is unchanged when compared to the rating with at the end of the third quarter. In our middle market portfolio we had investments in 92 companies representing approximately $472 million of fair value that we’re generating a weighted average yield of approximately 7.8%.

Our middle market portfolio investments are primarily in the form of debt investments and approximately 92% of our middle market portfolio debt investments at cost held the first lien security position. The weighted average EBITDA for the company in the middle market portfolio was approximately $79 million.

In our private loan portfolio we had investments in 15 companies representing approximately $112 million in fair value. The weighted average EBITDA for the companies in the private loan portfolio was approximately $18 million. Approximately 95% of our private loan portfolio investments in the form debt investments, a 98% of such debt investments held the first lien security position. The weighted average annual effective yield on our private loan portfolio debt investments was approximately 11.3%. The total investment portfolio at fair value at December 31 was approximately 111% of the related cost basis, and we had two portfolio investments on non-accruals status which comprised approximately 2.3% of the total investment portfolio at fair value and 4.7% at cost.

With that I will now turn the call back to the operator so we may take any questions.

Question-and-Answer Session

Operator

(Operator Instructions). Our first next question comes from the line of Bryce Rowe with Robert W. Baird. Please go ahead.

Rowe - Robert W. Baird

Couple of questions Dwayne on the non-accruals that you booked here in the quarter. Was there any interest reversed in the quarter related to those non-accruals?

Dwayne Hyzak

There was not any interest reverse in the quarter but we did not record any new interest income in the fourth quarter so there is no income but no reversal from prior periods.

Rowe - Robert W. Baird

And then a question about the lower middle market exit, maybe you guys can talk about the value you got on exit relative to where those companies were marked here in the fourth quarter and then maybe just expand upon that and talk about your experience with exit in previous quarters and years relative to where they were held from a fair value perspective?

Vince Foster

To answer the second part first I think virtually every exit we have had it's been at or above our market, probably 90% have been above. The one exception might be if prior to an exit a dividend was paid where some of your mark [ph] converted into income and then there was an exit. But I mean that’s just kind of accounting but I don’t think we have had any situation absent there where we have disposed something less than our mark.

Dwayne Hyzak

That’s correct. And specific in the fourth quarter if there was a difference between the third quarter mark and the exit value it would have been a slight increase, it might not have been significant but it would not have been below the prior quarter mark.

Rowe - Robert W. Baird

And then last question just on yield within the three different portfolios. I saw a little bit of yield compression from third quarter to the fourth quarter, maybe you can talk about pricing within each of the portfolios and kind of what you’re seeing, what you’ve been seeing over the last few months that we see some stabilization in yields within those portfolios.

Vince Foster

I think we have seen stabilization in yields as far as what we’re seeing right now. In the middle market they have kind of bounced a lot in the bottom. They are not very attractive, what we’re trying to do is focus on the smallest 3% to 5% of the issues when we can capture liquidity premium of a 50 to a 100 basis points but I think they have been fairly stable over the last probably four months. Private loan is it's going to be more opportunistic, it's something that’s, it's syndicated loosely speaking among 2 or 3 or 4 investors. It's not eligible for broad syndication and there what we’re trying to do is get upper single digit yields and we have been successful doing that but it's really kind of all over the place in terms of probably on a floating rate basis 7% to 10%. What do you say Dwayne?

Dwayne Hyzak

Yeah I think what you’re going to have on the private loan portfolio is we really started building that portfolio about 15 months ago so from quarter-to-quarter just based upon the nature of what we originate you will see more volatility in the yield on that portfolio as you compare it over prior period but I agree with what Vin said as far as the yield expectations.

Vince Foster

And you’re seeing while the average EBITDA I think was 18 million you will see some that’s 8 and some that’s 28, and the $8 million EBITDA company is going to the yield is got to be higher than the 18. In the lower middle market we have pretty much stuck to our guns targeting kind of a 12% fixed yield to the degree its finance and our SBIC subsidiaries probably preferring floating if it's financed in the parent [ph]. Sometimes it's financed both and when things get a little bit more heated up or looking at somewhat larger company et cetera where the pressure comes is on the equity side, where our equity participation would tend to go down before our current yield would tend to go down.

Operator

Thank you. Our next question comes from the line of Robert Dodd with Raymond James. Please go ahead.

Robert Dodd - Raymond James & Associates

I’m actually following right on some question you answered but on the equity participation side the lower middle market, it looks like 33% fully diluted ownership and that’s been remarkably stable. So over the last couple of quarters to my memory at least. Can you to that point on kind of pricing and everything else, I mean where are market terms or what kind of movements are you seeing or do you expect to see over the course of this year assuming there is no major correction in the lending markets et cetera. What kind of color can you give us on where you think that could go or because that’s probably one of the key variables or some the key prices [ph], your gains?

Vince Foster

Robert what we’re seeing to me it's a function of the size and growth prospects of the company. If you’ve a $10 million EBITDA company with solid growth prospects. You’re not going to be buying it for five times EBITDA. If you see a $5 million EBITDA company with kind of average or below average growth prospects you can and so the way we look at it is and we like to kind of have a balance of both. We don’t want to have all small, slow growth companies but we also don’t want to have spend a lot of money betting on high growth companies either and so to us it's we have five independent origination teams that are expected to have gross originations in the $50 million range. So they could buy pay up for one company or have 2 or 3 smaller ones but that’s kind of the range that we expect. To directly answer your question we clearly see multiple expansion in the larger part of the lower middle market if you will and we’re generally not going to be interested with rare exceptions in paying 8 or 9 or 10 times EBITDA for the company.

The exception might be software is a service, we like that, we have been successful there. If there was an adjacent industry that we’re familiar with you know we might be inclined to pay up there. But in general our business model is not to go out and pay 10 times EBITDA for a company and bet a lot on growth. So it's we’re comfortable with that $5 million to $10 million target and the 33% I agree with you. I’ve no idea why it's so stable because we have companies where the management is debt averse and will own all the equity. We’re going to get the cash either way whether it's called the dividend or interest we’re kind of agnostic and we have companies whose management are very, very concerned about equity dilution in which case we will do primarily that with higher yield. So why it ends up at 33% I don’t know, I think probably because we’re big advocates in the lower middle market of shared control. We think having a control of one of these small companies is overrated because if the management leaves, or becomes alienated or what have you and then they throw you the keys. If that’s really matter to you, you control the Board of Directors or control the company. Things aren’t going well, so we’re real big believers in partnering with management and in these (indiscernible) companies I can’t pay a $1 million year executives a $1 million but what we can do is give them a lot of equity.

So between the selling shareholder, the new management team or the successor management team and us a third, third, third in a modestly levered capital structure is perfect and that’s probably why you end up seeing that.

Robert Dodd - Raymond James & Associates

Just a follow-up to that almost, in fact one of your pitches if I can to the lower middle market has been your structuring tax advise et cetera. What effect do you think we could see if we actually do see a stable environment from tax rates and just tax laws [ph] et cetera, et cetera. Would you expect that to drag out close cycles or anything like that in terms of the yields in the lower middle market?

Vince Foster

Are you talking about individual tax rates?

Robert Dodd - Raymond James & Associates

Yes.

Vince Foster

My personal experience, I really spend a lot of time in tax area and I’ve throughout my career is I’m not sure individuals realize right now that if you’re making more than 400,000 a year, whatever the threshold is that your long term capital gain rate is 23.8% plus your stake rate up from 15 in 2012. I don’t think the full-in recognition, I should call it ACA to be politically correct I guess, 20% tax is kicked in that’s same with dividend. So I think our constituents are just now absorbed. On April they are going to get a big wakeup call in terms of what their new tax rate is on under 13 taxable income and I don’t think they think that rates coming down I read the proposals that came out earlier this week and they essentially don’t you know even though they are just proposals I think the (indiscernible) to meet somebody, they basically don’t change don’t know the needle on long term capital gains. So I see that as a neutral effect.

I think what drives our business is that keeping that differential between long term capital gains and ordinary income that rate differential you know up close to 20 points because effectively what the owner is doing is getting if he continues to run the company and pay a high tax rate on it's flow through income he has to take home income of (indiscernible) if he were to sell to us at a multiple at a 20% lower rate that’s an adequate incentive for him to transact. So that rate differential looks like it's going to be here indefinitely and I look for people near retirement that are well advised to take a multiple of that income on a low rate and go ahead and transact and really not wait and take a health risk or compare it to different industry risk.

So I see things as pretty stable the next few years. Do you see any other way Dwayne?

Dwayne Hyzak

No.

Operator

Thank you. Our next question comes from the line of Vernon Plack with BB&T Capital Markets. Please go ahead.

Vernon Plack - BB&T Capital Markets

Since I was looking for just some more color on the lower middle market portfolio, what type of growth are you hoping form this year and I’m also curious in terms of whether or not you expect this to be a year of turnover repayments, gain harvesting, just wondering about the growth prospects as well as the level of activity within that portfolio.

Vince Foster

We’re holding our five teens of turnover for about 50 million in gross originations a piece. We just had our Board meeting this week and we got our budget approved and I believe a quarter billion of gross originations was about the number Dwayne?

Dwayne Hyzak

A little bit below that.

Vince Foster

Okay I asked because Dwayne, is responsible for this. So let’s just say it's 250 because we always see our budget.

Vernon Plack - BB&T Capital Markets

Okay, got it.

Vince Foster

So if you’re a team member I expect on average those team members to hit that budget. So I feel pretty good about that. When during the year Vernon it happens obviously in tax if you’re going to model ’14 if it hits in the fourth quarter there is less growth on a calendar basis. I don’t quite look at that way, we have to live with the calendar year and that’s kind of what I want them to do. What they don’t have is much control over is when the debt component of the existing portfolio when it delevers to a point of which a commercial bank will come and take us up, in other words if we transact at three times EBITDA and the company delevers in 1.5 it's a candidate to been taken out and we’re fine because we have the equity and our equity is more valuable. We’re less in control of that and in fact we would rather help management take us out rather than because we’re more efficient at it.

We have 13 banks in our credit facility most of which are in the facility to take those companies out. We’re like their premarketing group. So that happens, we can’t really impact the timing but on the equity side that’s where we do have a lot more influence, we don’t have total imports of 33% but we have a fair amount of influence and in general what we’re seeing is our companies are more reluctant to sell than we’re and we have several companies that we underwrote a $2 million EBITDA and now they have $6 million and we’re saying if you can go get 7 or 8 times we would be more include to do what, they don’t want to and we tend to support them.

It's kind of amazing that that’s the case but that’s just the way they happen to be.

Vernon Plack - BB&T Capital Markets

Why they don’t want to do it?

Vince Foster

Well I think they enjoy what they are doing. They are bullish about their prospects. They don’t want to retire. Just a lot of more individual lifestyle reasons it's certainly, they are not necessarily acting in their financial best interest. They are taking more risk than they should but when we’re sitting here we will triple our money in one of these companies, who are we to say go sell it.

And that’s being the case for 10 years. The first three companies we did in ’02 and ’03 they are still in the portfolio. Our manager is a 10 years old, so maybe some point they are going to want to sell. But here is what probably going to happen, what’s probably going to happen is private equity finds from an add-on acquisition perspective for their smaller portfolio companies find our companies our biggest companies very attractive. So when that call comes in and the management team is receptive we’re good to go and that probably will happen two or three times in ’14 naturally the catalyst.

Vernon Plack - BB&T Capital Markets

Of the 62 lower middle market companies that you’ve I’m curious in terms of how many do you think would be bank financeable right now or sometimes this year?

Vince Foster

I would say if they put their mind to at least 25%.

Dwayne Hyzak

I would say closer to half, think about how much leverage you want to….

Vince Foster

But sometimes Vernon that comes with a personal guarantee of the President right? And so we’re not real big on that to say the least because we typically don’t require that and that’s you lose a lot of commercial bank participation when you don’t have that secondary source of payment.

Vernon Plack - BB&T Capital Markets

I’m just trying to get a sense that’s all. Thank you.

Vince Foster

But I think the other thing we would add when you look at the turnover on our portfolio versus others you know when you’re doing individuals they don’t have an end of life or reason to exit. You can have longer holding periods and portfolio of private equity back transactions for companies.

Operator

Our next question comes from the line of Christopher Nolan with MLV & Co. Please go ahead.

Christopher Nolan - MLV & Co

Quick question, on the guidance for the first quarter it's penny lower than it was for the prior quarter is that primarily reflect lower portfolio yields expected?

Dwayne Hyzak

I would say it's more, we try to highlight sometimes that we think are more clearly defined, it's non-recurring that’s how we get to the $0.04 but every year in the fourth quarter if you look at it from more of a seasonal standpoint. There is some more dividend kind of cash planning activities that go on and that’s why you typically would see little bit of a downward trend between Q4 and Q1 and you would also see there is probably going to be concentrated in dividend income and if you look back at last year you would see a similar trend maybe a little more exaggerated last year. It is giving more significant tax planning with tax rate changes et cetera at the end of last year but we expect you will still see some of that as you look at Q4 of ’13 versus Q1 of ’14.

Vince Foster

So in another words, most of our companies are flow through entities and they make cash distributions during the year equal to roughly 40% of their expected taxable income, that the owners paid the tax instead of the entity and we don’t fortunately since we’re flow through unless it's held in the blocker but you know if you think you’re about it, if you generate x-amount of taxable income in Q1 you’re not inclined to take 40% of that out because if things tail off you’ve overpaid.

So there is a slight seasonality in our world on the tax related dividend payments as the company gets more becomes, had better visibility, becomes more convinced what it's taxable income kind of run-rate or total amount will be. So Q4 is always bigger than Q1.

Christopher Nolan - MLV & Co

Follow-up question on the two non-accruals for the one that has low working capital that’s expected resolution in the first quarter. What’s the resolution there? You guys are going to invest more or be taken out or what’s the idea?

Vince Foster

Well we’re under an NDA so I will let you imply from that whatever you want to imply. But the either the transaction that gave rise, the NDA happens or not and that will determine kind of what happens but one way or the other the company is going to, the companies working capital issues is going to get resolved. It's whether or not it gets resolved by us or someone else.

Christopher Nolan - MLV & Co

And what’s the outstanding balances for those two credits?

Dwayne Hyzak

When you look at the first one that Vince referenced which has the working capital situation (indiscernible) just over $9 million of fair value and then when you look at the second non-accrual it's right at $20 million of fair value.

Christopher Nolan - MLV & Co

And the cost in those?

Dwayne Hyzak

The cost on the second was just over 39 and the first with the working capital situation was right at 15.

Operator

Thank you. Our next question comes from the line of Andrew Kerai with National Securities Corp. Please go ahead.

Andrew Kerai - National Securities Corp

I just wanted to touch base on the advisory relationship with Heinz if I could for a second. So can you just remind us again what are the economics of that in terms of I guess just a percentage up percentage of total assets.

Vince Foster

Sure. They have raised they have total equities they have raised to-date of approximately 80 million as BDC an unlisted BDC they are allowed to lever that one to one. So if you assume they levered 50% that 80 goes to 120 where we sit right today so that we get 1% of that a year to manage it irrespective of performance and then we get a 10% incentive fee for an NII over 7% is it? So instead of 2 in 20, we’re 1 in 10. So if they were to stop fund raising today for the rest of the year which is unlikely because they are in a big fund raising mood right now. We would earn a million or two with 40 million shares outstanding as $0.03. So there could be, we have in a CCORP blocker because it's bad income more than you want to really get into from a rate perspective. So we have it in a separate RIA [ph] advisor with some CCORP tax leakage that’s potential. I think that’s why Dwayne guided $0.02 to $0.03 in his guidance. Assuming the music stopped today.

Dwayne Hyzak

That’s correct.

Andrew Kerai - National Securities Corp

I guess the idea and this is a fully owned subsidiary in terms of the advisor for you guys, the idea is that as the AUM that you guys are helping manage grows then the mark on that investment is also going to grow for you guys is that correct?

Vince Foster

Yeah that’s the accounting that we have to adopt so that’s absolutely correct.

Andrew Kerai - National Securities Corp

And then last question is are there any other funds besides Heinz that you’re currently in discussions with in terms of potentially managing some additional fund assets?

Vince Foster

We have a exclusivity agreement with HMS to the effect that we will not subadvise any other non-listed BDCs and we really wouldn’t have any interest and there would be a conflict et cetera, et cetera. However we’re constantly looking at ideas that are brought to us or that we’re trying to develop particularly with this lower middle market rate environment, constantly looking at CLO structures senior floating rate, a senior floating rate fund et cetera, et cetera so we’re always being pretty proactive there. But so far the focus is really being if we’re going to do something like that let’s make sure this HMS is successful that we fully understand the time commitment, where it's headed et cetera, et cetera.

So we have probably being 80% focused on that and 20% on some of these other initiatives but it wouldn’t surprise me by this time next year there wasn’t another entity out there like some of our competitors are doing. The good news is we’re internally managed so whatever we do the public shareholders benefit from.

Operator

Thank you. Our next question comes from the line of Mickey Schleien with Ladenburg. Please go ahead.

Mickey Schleien - Ladenburg Thalmann & Co

I wanted to ask about the quality of loan demand. In the BDC space we have generally heard that momentum is building mostly driven by M&A activity but that tends to be for larger companies. On the other hand you had if I’m not mistaken record net originations this quarter with healthy flows in the lower middle market and private portfolio. I’m curious what’s driving the loan demand that you saw in the fourth quarter and the quality of that whether it's M&A or dividend recap or refi. I also wanted to ask another question about the health of your borrowers in terms of revenue growth and EBITDA growth and how concerned are you in terms of their perspective performance if and when interest rates start to rise.

Vince Foster

First to answer the first part of your question first we are not a big participant in the sponsor financed world and the sponsored financed is almost exclusively in M&A world right? I mean they raise a plan and then they go out and try to do control equity buyouts et cetera and they are looking for financing to enhance their equity return. So we generally don’t do that because we generally act as a sponsor. So the companies we’re looking at are smaller, they are not really susceptible to the same type of broad auction process. They are not advised by the national or really even regional investment bank. They tend to be local investment banks, your business brokers and it's generally Mickey a family that needs to sell through the age or illness of business partnership that is passed it's sell by date and the owners aren’t giving along or something to that effect and they are always companies to look at, our issue is always which ones make it through our due diligence and documentation. Which ones have reasonable valuation or expectations? Understand our structure, understand the reps and warranties that they need to make et cetera, et cetera.

But we are looking at 1000 companies this year. We looked at a 1000 last year. We might transact on 1% versus 2% and that’s the function of really diligence rather than the supply not being there and it's really due to the fact that when an owner gets into his or 60s or 70s or a business partnership among human beings gets into it's 10th or 20th year the band breaks up and people go their separate ways and that’s the catalyst for a lot of our activity. It really is not correlated at all for what you read about in the sponsor world with M&A heating up or not heating up because that’s kind of a function that the IPO markets but the strategies you’re doing et cetera and that really doesn’t have anything to do with what we do most of the time.

Mickey Schleien - Ladenburg Thalmann & Co

That’s why I asked the question so it sounds like the fourth quarter was idiosyncratic just an outlier in terms of net portfolio growth and I guess…

Vince Foster

No quarter is like another because we could have half a dozen companies in our pipeline now, we can’t make it through diligence on all six or we make it through, we do all six in which case we’re out of money. So we just don’t know at any point in time but on average we will get 2 or 3 of them done.

Mickey Schleien - Ladenburg Thalmann & Co

And in terms of the health of your borrowers and outlook if interest rates rise?

Dwayne Hyzak

I think the portfolio will be consistent when some of the comments we’ve given in response to similar questions in the past and you’ve got certain part of the portfolio and you can see it through the fair value marks that we publish each quarter. That’s performing exceptionally well. You’ve got the bulk of the portfolio that’s kind of performing on average which, those end up being good investments because the debt investment on those assets stays outstanding for a longer period of time and when you have a couple and you saw it here with the two non-accruals this quarter that underperform significantly and I would say that the portfolio today it's consistent with that and it hasn’t changed much from prior quarters, I think what you do have this quarter versus others is you had two that significantly underperformed and we have several that are performing higher than our top performers may have performed that in the past and that would be the difference when you look at the health of those companies.

Mickey Schleien - Ladenburg Thalmann & Co

When you’re talking about average performance can you give us some idea what kind of revenue growth that would imply or and what you’re seeing in terms of their margins?

Dwayne Hyzak

I would say that, from the date that we underwrite the transaction and get through diligence and closing those types of companies are going to have moderate growth. It might be inflationary or slightly above inflationary but it's not typically going to be companies that are pursuing or expecting double digit growth at the revenue or EBITDA side. You are really looking at mature businesses that have a very consistent historical performance and our expectation and the management teams expectations for those companies is that continues and you see kind of 3% to 7% growth expectations when you look at those businesses going forward with the key being that they continue to protect their historical profit margins and the cash flow generated off those activities.

Vince Foster

And we like them to be low CapEx, high free cash flow conversion. They are delevering fairly rapidly and that’s where we’re getting our equity appreciation. We’re not relying on M&A, on the part of the companies or rapid organic growth or expanding internationally. It's really delevering that’s going to achieve our appreciation.

I will give you anecdotally Mickey, we invested in a household name Pizza Retailer and it's same store sales were slightly down but I don’t know if it's quarter-over-quarter, month-over-month but it's two competitors are both households are down too. So you’re seeing some interesting data out there where particularly on the consumer side, consumers reacted pretty conservatively and that would be an example of one that is pretty flat unless they can increase their prices but we didn’t mind because that caused them to have a higher cost gap and to get a higher yield optimized company.

Mickey Schleien - Ladenburg Thalmann & Co

And Vince when you do the underwriting whether you’re looking, you know if it's an older, more mature company that may have been around 10 or 20 years. They along with everyone else have enjoyed a tremendous boom market in bonds in other words almost an ever declining interest rate environment and I’ve got enough grey hair on my head to say that I don’t know when rates are going to go up but they are likely are going to going to go up at some point. So how concerned are you that these businesses can handle that down the road and how do you factor that into your underwriting?

Vince Foster

So what we do is we have a target leverage ratio such that and debt coverage ratio such that the EBITDA can get cut in half before they are unable to service their debt. So if we’re transacting at five times EBITDA and the EBITDA gets cut in half and we put three times debt on it, what we say to ourselves is this thing can stand six times leverage before we have a problem. But we kind of don’t believe the forward models and we’re underwriting to assume that the best if we can cut in half before, they effectively can’t service the debt. If they can’t service the debt then we would, our first line of defense would typically be to equitize and take control of the company, our 33% grows to a 100%. That’s how we protect ourselves.

Operator

Thank you. Our next question comes from the line of JT Rogers with Janney Capital Markets. Please go ahead.

JT Rogers - Janney Capital Markets

I guess first off in the lower middle market have you seen any change in the aggressiveness of banks wanting it to potentially take you out of all your smaller companies or are they looking at higher leverage for firstly in debt?

Vince Foster

They are very aggressive on wanting effectively to do kind of their version of an ABL. They don’t want to take, they are underwriting to take no credit risk and they are offering to get paid very little. The problem is that only refinances a third to a half the debt and we’re not willing to enter into a subordination agreement with them to get that done but they are always there willing to do that but if you’re, what we do they would call a senior stretch and they just can’t get that through their credit committees for the most part, I’m talking about a regular bank in the lower middle market and we talked a lot, we talk to them a lot about that why that is and even to do the kind of the ABL although they have a first thing on everything, they had to write a 70 page memo as to why they are not going to lose any money on it. So it's a very tough environment for them if they do anything other than loan against current assets such that it's very unlikely they are going to take any credit risk.

Now where you’re seeing maybe more aggressive participants as the non-bank bank, the finance companies et cetera some of which might be sponsored by banks that would come in and roll out a stretching your product but their advertising is kind of different than what they do in practice. They are kind of looking for the perfect company and the perfect industry with the perfect management team and if they haven't amounted to much in terms of competition. Would you characterize any differently?

Dwayne Hyzak

I agree. The only thing I might add is that while we do see significant market competition from those types of banks as when we have our, A students that have been in the portfolio for a while and they are both growing and they deleverage such that they get down to one times EBITDA and the company decides to go to market. You see hyper competition but one of the things that we it as a positive and it's a difference between our portfolio and a lot of other companies is that because we have that 1/3rd equity position we’re more than happy to allow that to happen because that increases both the value of our equity long term and hopefully increases the visibility or viability of future dividend income. So it's while we use the debt investment overall, it's still a win-win for us in the company.

Vince Foster

And one proof of that as you look who is in our credit facility, they are loaning to us to get access to the kind of assets maybe historically they could have had on their balance sheet but now they are off balance sheet and we’re maybe kind of the next best thing.

JT Rogers - Janney Capital Markets

And then just one other more a broader question, it sounds like that your non-accruals are in your portfolio are really company specific in credit quality in general it means very strong in your portfolio but I was wondering if you were seeing any trends in credit quality in the broader middle market?

Vince Foster

Well yeah you see lower credit quality simply due to the structures that are being pitched, right? I mean covenant like six times leverage. I saw a stat that the average buyout loan in ‘13 was 6.25 times levered the total debt was six and a quarter times. Yeah credit quality is clearly going down there, you know the amount of credit risk we’re taking for unit a yield is going up because of the structures. I don’t think it's because of the companies as much. So that’s what you’ve to watch out for is where can you get a more reasonable structure where you’ve more influence and to us the answer is on the very lowest end and you sacrifice the liquidity but we really don’t trade anyway as a business line. So we’re happy to put these loans on our balance sheet. That’s where you’re seeing it. I don’t see, the companies are kind of remarkably consistent in terms of their covenant compliance et cetera, et cetera. There is always the outliers et cetera, but you haven't seen that many downgrades. Almost everything in the middle market has two major rating agencies, ratings and outlooks and everything else has been remarkably stable in ’13 and into ’14.

Operator

Thank you. I would like to turn the call back over to management for any closing remarks. Please go ahead.

Vince Foster

Okay. Thank you all for your participation and your support and we look forward to talk to you again in a couple of months. Bye.

Operator

Thank you. Ladies and gentlemen this does conclude our conference for today. Thank you for your participation. You may now disconnect.

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