UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September
30, 2016



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



Commission file number: 814-00866



MONROE CAPITAL CORPORATION

(Exact Name of Registrant as Specified
in its Charter)



|Maryland                                                               | 27-4895840                                  
|---------------------------------------------------------------------- | --------------------------------------------
|(State or Other Jurisdiction of
        Incorporation or Organization) | (I.R.S. Employer
        Identification No.)
|                                                                       |                                             
|311 South Wacker Drive, Suite 6400
        Chicago, Illinois           | 60606                                       
|(Address of Principal Executive Office)                                | (Zip Code)                                  



(312) 258-8300

(Registrant’s Telephone Number,
Including Area Code)



Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yesx No ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yesx No ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (check one):



|Large accelerated filer |  ̈                                               | Accelerated filer         | x
|----------------------- | ----------------------------------------------- | ------------------------- | -
|                        |                                                 |                           |  
|Non-accelerated filer   |  ̈ (Do not check if a smaller reporting company) | Smaller reporting company |  ̈



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ̈ Nox



As of November 4, 2016, the registrant
had 16,577,500 shares of common stock, $0.001 par value, outstanding.











TABLE OF CONTENTS



|                              |                                                                                                                                | Page
|----------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ----
|PART I. FINANCIAL INFORMATION | 3                                                                                                                             
|                              |                                                                                                                                |     
|Item 1.                       | Consolidated Financial Statements                                                                                              | 3   
|                              |                                                                                                                                |     
|                              | Consolidated Statements of Assets and Liabilities as of September 30, 2016 (unaudited) and December 31, 2015                   | 3   
|                              |                                                                                                                                |     
|                              | Consolidated Statements of Operations for the three and nine months ended September 30, 2016 (unaudited) and 2015 (unaudited)  | 4   
|                              |                                                                                                                                |     
|                              | Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2016 (unaudited) and 2015 (unaudited) | 5   
|                              |                                                                                                                                |     
|                              | Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 (unaudited) and 2015 (unaudited)            | 6   
|                              |                                                                                                                                |     
|                              | Consolidated Schedules of Investments as of September 30, 2016 (unaudited) and December 31, 2015                               | 7   
|                              |                                                                                                                                |     
|                              | Notes to Consolidated Financial Statements (unaudited)                                                                         | 11  
|                              |                                                                                                                                |     
|Item 2.                       | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                          | 29  
|                              |                                                                                                                                |     
|Item 3.                       | Quantitative and Qualitative Disclosures About Market Risk                                                                     | 41  
|                              |                                                                                                                                |     
|Item 4.                       | Controls and Procedures                                                                                                        | 42  
|                              |                                                                                                                                |     
|PART II. OTHER INFORMATION    | 43                                                                                                                            
|                              |                                                                                                                                |     
|Item 1.                       | Legal Proceedings                                                                                                              | 43  
|                              |                                                                                                                                |     
|Item 1A.                      | Risk Factors                                                                                                                   | 43  
|                              |                                                                                                                                |     
|Item 2.                       | Unregistered Sales of Equity Securities and Use of Proceeds                                                                    | 43  
|                              |                                                                                                                                |     
|Item 3.                       | Defaults Upon Senior Securities                                                                                                | 43  
|                              |                                                                                                                                |     
|Item 4.                       | Mine Safety Disclosures                                                                                                        | 43  
|                              |                                                                                                                                |     
|Item 5.                       | Other Information                                                                                                              | 43  
|                              |                                                                                                                                |     
|Item 6.                       | Exhibits                                                                                                                       | 44  
|                              |                                                                                                                                |     
|Signatures                    |                                                                                                                                | 45  



2







Part I. Financial Information

Item 1. Consolidated Financial Statements



MONROE CAPITAL CORPORATION



CONSOLIDATED STATEMENTS OF ASSETS AND
LIABILITIES



(in thousands, except per share data)



|                                                                                                                         |  | September 30, 2016 |         |   | December 31, 2015 |  
|------------------------------------------------------------------------------------------------------------------------ |  | ------------------ | ------- | - | ----------------- | -
|                                                                                                                         |  | (unaudited)        |         |   |                   |  
|                                                                                                                         |  |                    |         |   |                   |  
|ASSETS                                                                                                                   |  |                    |         |   |                   |  
|Investments, at fair value:                                                                                              |  |                    |         |   |                   |  
|Non-controlled/non-affiliate company investments                                                                         |  | $                  | 327,984 |   |                   | $
|Non-controlled affiliate company investments                                                                             |  |                    | 42,423  |   |                   |  
|Controlled affiliate company investments                                                                                 |  |                    | 6,249   |   |                   |  
|Total investments, at fair value (cost of: $379,150 and $342,738, respectively)                                          |  |                    | 376,656 |   |                   |  
|Cash                                                                                                                     |  |                    | 5,974   |   |                   |  
|Restricted cash                                                                                                          |  |                    | 2,241   |   |                   |  
|Interest receivable                                                                                                      |  |                    | 2,121   |   |                   |  
|Other assets                                                                                                             |  |                    | 418     |   |                   |  
|Total assets                                                                                                             |  |                    | 387,410 |   |                   |  
|                                                                                                                         |  |                    |         |   |                   |  
|LIABILITIES                                                                                                              |  |                    |         |   |                   |  
|Debt:                                                                                                                    |  |                    |         |   |                   |  
|Revolving credit facility                                                                                                |  |                    | 104,500 |   |                   |  
|SBA debentures payable                                                                                                   |  |                    | 40,000  |   |                   |  
|Total debt                                                                                                               |  |                    | 144,500 |   |                   |  
|Less:  Unamortized deferred financing costs                                                                              |  |                    | (3,883  | ) |                   |  
|Total debt less unamortized deferred financing costs                                                                     |  |                    | 140,617 |   |                   |  
|Secured borrowings, at fair value (proceeds of: $1,633 and $2,535, respectively)                                         |  |                    | 1,610   |   |                   |  
|Payable for open trades                                                                                                  |  |                    | 604     |   |                   |  
|Interest payable                                                                                                         |  |                    | 208     |   |                   |  
|Management fees payable                                                                                                  |  |                    | 1,594   |   |                   |  
|Incentive fees payable                                                                                                   |  |                    | 1,360   |   |                   |  
|Accounts payable and accrued expenses                                                                                    |  |                    | 2,293   |   |                   |  
|Directors fees payable                                                                                                   |  |                    | 37      |   |                   |  
|Total liabilities                                                                                                        |  |                    | 148,323 |   |                   |  
|Net assets                                                                                                               |  | $                  | 239,087 |   |                   | $
|                                                                                                                         |  |                    |         |   |                   |  
|Commitments and contingencies (See Note 10)                                                                              |  |                    |         |   |                   |  
|                                                                                                                         |  |                    |         |   |                   |  
|ANALYSIS OF NET ASSETS                                                                                                   |  |                    |         |   |                   |  
|Common stock, $0.001 par value, 100,000 shares authorized, 16,578 and 13,008 shares issued and outstanding, respectively |  | $                  | 17      |   |                   | $
|Capital in excess of par value                                                                                           |  |                    | 237,040 |   |                   |  
|Undistributed net investment income (accumulated distributions in excess of net investment income)                       |  |                    | 4,502   |   |                   |  
|Accumulated net unrealized appreciation (depreciation) on investments and secured borrowings                             |  |                    | (2,472  | ) |                   |  
|Total net assets                                                                                                         |  | $                  | 239,087 |   |                   | $
|                                                                                                                         |  |                    |         |   |                   |  
|Net asset value per share                                                                                                |  | $                  | 14.42   |   |                   | $



See Notes to Consolidated Financial Statements.



3









MONROE CAPITAL CORPORATION



CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



(in thousands, except per share data)





|                                                                                   |  | Three months ended September 30, |        |   | Nine months ended September 30, |  
|---------------------------------------------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | -
|                                                                                   |  | 2016                             |        |   | 2015                            |  
|Investment income:                                                                 |  |                                  |        |   |                                 |  
|Interest income:                                                                   |  |                                  |        |   |                                 |  
|Non-controlled/non-affiliate company investments                                   |  | $                                | 8,607  |   |                                 | $
|Non-controlled affiliate company investments                                       |  |                                  | 1,117  |   |                                 |  
|Controlled affiliate company investments                                           |  |                                  | 20     |   |                                 |  
|Total interest income                                                              |  |                                  | 9,744  |   |                                 |  
|Dividend income:                                                                   |  |                                  |        |   |                                 |  
|Non-controlled/non-affiliate company investments                                   |  |                                  | 251    |   |                                 |  
|Non-controlled affiliate company investments                                       |  |                                  | 1,133  |   |                                 |  
|Total dividend income                                                              |  |                                  | 1,384  |   |                                 |  
|Total investment income                                                            |  |                                  | 11,128 |   |                                 |  
|                                                                                   |  |                                  |        |   |                                 |  
|Operating expenses:                                                                |  |                                  |        |   |                                 |  
|Interest and other debt financing expenses                                         |  |                                  | 1,523  |   |                                 |  
|Base management fees                                                               |  |                                  | 1,594  |   |                                 |  
|Incentive fees                                                                     |  |                                  | 1,223  |   |                                 |  
|Professional fees                                                                  |  |                                  | 237    |   |                                 |  
|Administrative service fees                                                        |  |                                  | 324    |   |                                 |  
|General and administrative expenses                                                |  |                                  | 265    |   |                                 |  
|Excise taxes                                                                       |  |                                  | 342    |   |                                 |  
|Directors fees                                                                     |  |                                  | 37     |   |                                 |  
|Total expenses                                                                     |  |                                  | 5,545  |   |                                 |  
|Net investment income                                                              |  |                                  | 5,583  |   |                                 |  
|                                                                                   |  |                                  |        |   |                                 |  
|Net gain (loss) on investments and secured borrowings:                             |  |                                  |        |   |                                 |  
|Net realized gain (loss) on investments:                                           |  |                                  |        |   |                                 |  
|Non-controlled/non-affiliate company investments                                   |  |                                  | -      |   |                                 |  
|Net realized gain (loss) on investments                                            |  |                                  | -      |   |                                 |  
|                                                                                   |  |                                  |        |   |                                 |  
|Net change in unrealized appreciation (depreciation) on investments:               |  |                                  |        |   |                                 |  
|Non-controlled/non-affiliate company investments                                   |  |                                  | 200    |   |                                 |  
|Non-controlled affiliate company investments                                       |  |                                  | 618    |   |                                 |  
|Controlled affiliate company investments                                           |  |                                  | (2,666 | ) |                                 |  
|Net change in unrealized appreciation (depreciation) on investments                |  |                                  | (1,848 | ) |                                 |  
|                                                                                   |  |                                  |        |   |                                 |  
|Net change in unrealized (appreciation) depreciation on secured borrowings         |  |                                  | (123   | ) |                                 |  
|                                                                                   |  |                                  |        |   |                                 |  
|Net gain (loss) on investments and secured borrowings                              |  |                                  | (1,971 | ) |                                 |  
|                                                                                   |  |                                  |        |   |                                 |  
|Net increase (decrease) in net assets resulting from operations                    |  | $                                | 3,612  |   |                                 | $
|                                                                                   |  |                                  |        |   |                                 |  
|Per common share data:                                                             |  |                                  |        |   |                                 |  
|Net investment income per share - basic and diluted                                |  | $                                | 0.36   |   |                                 | $
|Net increase in net assets resulting from operations per share - basic and diluted |  | $                                | 0.23   |   |                                 | $
|Weighted average common shares outstanding - basic and diluted                     |  |                                  | 15,559 |   |                                 |  



See Notes to Consolidated Financial Statements.



4







MONROE CAPITAL CORPORATION



CONSOLIDATED STATEMENTS OF CHANGES IN
NET ASSETS

(unaudited)



(in thousands)



|                                                                                                         |  | Common
    Stock         |        |  | Capital
    in |   |    | Undistributed
    net investment income (accumulated distributions |  |   | Accumulated
    net                     |  |  | Accumulated
    net unrealized appreciation (depreciation) on |         |   |                                        |  
|-------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------ |  | -------------- | - | -- | ------------------------------------------------------------------ |  | - | --------------------------------------- |  |  | ------------------------------------------------------------- | ------- | - | -------------------------------------- | -
|                                                                                                         |  | Number
    of
    shares |        |  | Par
    value  |   |    | excess
    of par
    value                                        |  |   | in
    excess of net investment income) |  |  | realized
    gain (loss) on investments                       |         |   | investments
    and secured borrowings |  
|Balances
    at December 31, 2014                                                                        |  |                          | 9,518  |  |                | $ | 10 |                                                                    |  | $ | 134,803                                 |  |  | $                                                             | (639    | ) |                                        | $
|Net increase (decrease)
    in net assets resulting from operations                                      |  |                          | -      |  |                |   | -  |                                                                    |  |   | -                                       |  |  |                                                               | 13,736  |   |                                        |  
|Issuance of common
    stock, net of offering and underwriting costs                                     |  |                          | 3,143  |  |                |   | 3  |                                                                    |  |   | 44,607                                  |  |  |                                                               | -       |   |                                        |  
|Stockholder distributions
    paid                                                                       |  |                          | -      |  |                |   | -  |                                                                    |  |   | -                                       |  |  |                                                               | (11,993 | ) |                                        |  
|Balances at September
    30, 2015                                                                       |  |                          | 12,661 |  |                | $ | 13 |                                                                    |  | $ | 179,410                                 |  |  | $                                                             | 1,104   |   |                                        | $
|                                                                                                         |  |                          |        |  |                |   |    |                                                                    |  |   |                                         |  |  |                                                               |         |   |                                        |  
|Balances at December
    31, 2015                                                                        |  |                          | 13,008 |  |                | $ | 13 |                                                                    |  | $ | 184,419                                 |  |  | $                                                             | 1,692   |   |                                        | $
|Net increase (decrease)
    in net assets resulting from operations                                      |  |                          | -      |  |                |   | -  |                                                                    |  |   | -                                       |  |  |                                                               | 17,129  |   |                                        |  
|Issuance of common
    stock, net of offering and underwriting costs                                     |  |                          | 3,566  |  |                |   | 4  |                                                                    |  |   | 52,551                                  |  |  |                                                               | -       |   |                                        |  
|Stockholder distributions
    paid, including stock issued in connection with dividend reinvestment plan |  |                          | 4      |  |                |   | -  |                                                                    |  |   | 70                                      |  |  |                                                               | (14,319 | ) |                                        |  
|Balances at September
    30, 2016                                                                       |  |                          | 16,578 |  |                | $ | 17 |                                                                    |  | $ | 237,040                                 |  |  | $                                                             | 4,502   |   |                                        | $



See Notes to Consolidated Financial Statements.



5







MONROE CAPITAL CORPORATION



CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



(in thousands)



|                                                                                                                                                 |  | Nine months ended September 30, |        
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------- | -------
|                                                                                                                                                 |  | 2016                            |        
|                                                                                                                                                 |  |                                 |        
|Cash flows from operating activities:                                                                                                            |  |                                 |        
|Net increase (decrease) in net assets resulting from operations                                                                                  |  | $                               | 16,833 
|Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: |  |                                 |        
|Net change in unrealized (appreciation) depreciation on investments                                                                              |  |                                 | 847    
|Net change in unrealized appreciation (depreciation) on secured borrowings                                                                       |  |                                 | 36     
|Net realized (gain) loss on investments                                                                                                          |  |                                 | (587   
|Payment-in-kind interest income                                                                                                                  |  |                                 | (1,430 
|Net accretion of discounts and amortization of premiums                                                                                          |  |                                 | (1,137 
|Proceeds from principal payments and sales of investments                                                                                        |  |                                 | 62,459 
|Purchases of investments                                                                                                                         |  |                                 | (95,717
|Amortization of deferred financing costs                                                                                                         |  |                                 | 603    
|Changes in operating assets and liabilities:                                                                                                     |  |                                 |        
|Interest receivable                                                                                                                              |  |                                 | (515   
|Other assets                                                                                                                                     |  |                                 | 329    
|Payable for open trades                                                                                                                          |  |                                 | (4,693 
|Interest payable                                                                                                                                 |  |                                 | (369   
|Management fees payable                                                                                                                          |  |                                 | 91     
|Incentive fees payable                                                                                                                           |  |                                 | 109    
|Accounts payable and accrued expenses                                                                                                            |  |                                 | 827    
|Directors fees payable                                                                                                                           |  |                                 | (37    
|Net cash provided by (used in) operating activities                                                                                              |  |                                 | (22,351
|                                                                                                                                                 |  |                                 |        
|Cash flows from investing activities:                                                                                                            |  |                                 |        
|Net change in restricted cash                                                                                                                    |  |                                 | 6,347  
|Net cash provided by (used in) investing activities                                                                                              |  |                                 | 6,347  
|                                                                                                                                                 |  |                                 |        
|Cash flows from financing activities:                                                                                                            |  |                                 |        
|Borrowings on revolving credit facility                                                                                                          |  |                                 | 64,000 
|Repayments of revolving credit facility                                                                                                          |  |                                 | (83,200
|SBA debentures borrowings                                                                                                                        |  |                                 | -      
|Payments of deferred financing costs                                                                                                             |  |                                 | (917   
|Repayments on secured borrowings                                                                                                                 |  |                                 | (902   
|Proceeds from shares sold, net of offering and underwriting costs                                                                                |  |                                 | 52,555 
|Stockholder distributions paid (net of stock issued under dividend reinvestment plan of $70 and $0, respectively)                                |  |                                 | (14,836
|Net cash provided by (used in) financing activities                                                                                              |  |                                 | 16,700 
|                                                                                                                                                 |  |                                 |        
|Net increase (decrease) in cash                                                                                                                  |  |                                 | 696    
|Cash, beginning of period                                                                                                                        |  |                                 | 5,278  
|Cash, end of period                                                                                                                              |  | $                               | 5,974  
|                                                                                                                                                 |  |                                 |        
|Supplemental disclosure of cash flow information:                                                                                                |  |                                 |        
|Cash interest paid during the period                                                                                                             |  | $                               | 4,545  
|Cash paid for excise taxes during the period                                                                                                     |  | $                               | 284    



See Notes to Consolidated Financial Statements.



6







MONROE CAPITAL CORPORATION



CONSOLIDATED SCHEDULE OF INVESTMENTS

(unaudited)



September 30, 2016



(in thousands, except for units)





|Portfolio
    Company (a)                                                    |  | Industry                                  |  | Spread

    Above 
Index(b) |  | Interest
    Rate (b)     |      | Maturity   |     | Principal |         |  | Amortized
    Cost |   |         | Fair

    Value(c) |  |   | %
    ofNet 
Assets(d) | 
|---------------------------------------------------------------------------- |  | ----------------------------------------- |  | --------------------------- |  | ------------------------- | ---- | ---------- | --- | --------- | ------- |  | ------------------ | - | ------- | ------------------ |  | - | ---------------------- | 
|Senior Secured Loans                                                         |  |                                           |  |                             |  |                           |      |            |     |           |         |  |                    |   |         |                    |  |   |                        | 
|360 Holdings III Corp.                                                       |  | Consumer Goods: Non-Durable               |  | L+9.00%                     |  | 10.00                     | %    | 10/1/2021  |     |           | 5,940   |  |                    | $ | 5,725   |                    |  | $ | 5,732                  | 
|American Community Homes, Inc. (e)                                           |  | Banking, Finance, Insurance & Real Estate |  | L+8.00%                     |  | 9.50                      | %    | 7/22/2019  |     |           | 7,667   |  |                    |   | 7,539   |                    |  |   | 7,713                  | 
|American Community Homes, Inc. (e)                                           |  | Banking, Finance, Insurance & Real Estate |  | L+12.50%                    |  | 9.50% Cash/4.50% PIK      |      | 7/22/2019  |     |           | 4,169   |  |                    |   | 4,106   |                    |  |   | 4,253                  | 
|American Community Homes, Inc. (e)                                           |  | Banking, Finance, Insurance & Real Estate |  | L+12.50%                    |  | 9.50% Cash/4.50% PIK      |      | n/a        | (x) |           | 512     |  |                    |   | 502     |                    |  |   | 512                    | 
|Answers Corporation                                                          |  | High Tech Industries                      |  | P + 6.25%                   |  | 9.75                      | %    | 10/1/2021  |     |           | 2,903   |  |                    |   | 2,815   |                    |  |   | 1,568                  | 
|BC Equity Ventures LLC                                                       |  | Hotels, Gaming & Leisure                  |  | L+6.50%                     |  | 7.50                      | %    | 8/31/2022  |     |           | 2,618   |  |                    |   | 2,566   |                    |  |   | 2,579                  | 
|BC Equity Ventures LLC                                                       |  | Hotels, Gaming & Leisure                  |  | L+6.50%                     |  | 7.50                      | %    | 8/31/2022  |     |           | 375     |  |                    |   | 371     |                    |  |   | 373                    | 
|BCC Software, LLC (f)                                                        |  | High Tech Industries                      |  | L+8.00%                     |  | 9.00                      | %    | 6/20/2019  |     |           | 2,375   |  |                    |   | 2,354   |                    |  |   | 2,355                  | 
|BCC Software, LLC (Revolver) (g)                                             |  | High Tech Industries                      |  | L+8.00%                     |  | 9.00                      | %    | 6/20/2019  |     |           | 469     |  |                    |   | -       |                    |  |   | -                      | 
|Beaver-Visitec International Holdings, Inc.                                  |  | Healthcare & Pharmaceuticals              |  | L+5.00%                     |  | 6.00                      | %    | 8/19/2023  |     |           | 5,000   |  |                    |   | 4,950   |                    |  |   | 4,988                  | 
|Bluestem Brands, Inc.                                                        |  | Consumer Goods: Non-Durable               |  | L+7.50%                     |  | 8.50                      | %    | 11/6/2020  |     |           | 2,799   |  |                    |   | 2,775   |                    |  |   | 2,452                  | 
|Cali Bamboo, LLC                                                             |  | Construction & Building                   |  | L+8.50%                     |  | 9.03                      | %    | 7/10/2020  |     |           | 5,437   |  |                    |   | 5,359   |                    |  |   | 5,518                  | 
|Cali Bamboo, LLC (Revolver) (g)                                              |  | Construction & Building                   |  | L+8.50%                     |  | 9.03                      | %    | 7/10/2020  |     |           | 1,624   |  |                    |   | 411     |                    |  |   | 411                    | 
|California Pizza Kitchen, Inc.                                               |  | Beverage, Food & Tobacco                  |  | L+6.00%                     |  | 7.00                      | %    | 8/23/2022  |     |           | 7,000   |  |                    |   | 6,930   |                    |  |   | 6,980                  | 
|Cornerstone Detention Products, Inc. (h)                                     |  | Construction & Building                   |  | L+10.50%                    |  | 10.50% Cash/1.00%
    PIK |      | 4/8/2019   |     |           | 3,893   |  |                    |   | 3,850   |                    |  |   | 3,683                  | 
|Cornerstone Detention Products, Inc. (Revolver)
    (g)                      |  | Construction & Building                   |  | L+9.50%                     |  | 10.50                     | %    | 4/8/2019   |     |           | 400     |  |                    |   | -       |                    |  |   | -                      | 
|CRCI Holdings, Inc.                                                          |  | Utilities: Electric                       |  | L+5.50%                     |  | 6.50                      | %    | 8/31/2023  |     |           | 3,000   |  |                    |   | 2,970   |                    |  |   | 2,996                  | 
|Cyalume Technologies Holdings, Inc. (f)                                      |  | Aerospace & Defense                       |  | L+9.00%                     |  | 10.00                     | %    | 5/18/2020  |     |           | 4,641   |  |                    |   | 4,542   |                    |  |   | 4,774                  | 
|Cyalume Technologies Holdings, Inc. (Delayed
    Draw)                       |  | Aerospace & Defense                       |  | L+9.00%                     |  | 10.00                     | %    | 5/18/2020  |     |           | 418     |  |                    |   | 418     |                    |  |   | 430                    | 
|Cyalume Technologies Holdings, Inc. (Revolver)
    (g)                       |  | Aerospace & Defense                       |  | L+9.00%                     |  | 10.00                     | %    | 5/18/2020  |     |           | 1,528   |  |                    |   | -       |                    |  |   | -                      | 
|Diesel Direct Holdings, Inc. (f)                                             |  | Energy: Oil & Gas                         |  | L+7.00%                     |  | 7.53                      | %    | 2/17/2020  |     |           | 5,259   |  |                    |   | 5,237   |                    |  |   | 5,288                  | 
|EB Employee Solutions, LLC (f)                                               |  | Services: Business                        |  | L+8.50%                     |  | 10.00                     | %    | 2/28/2019  |     |           | 3,395   |  |                    |   | 3,345   |                    |  |   | 3,304                  | 
|Familia Dental Group Holdings, LLC (f)                                       |  | Healthcare & Pharmaceuticals              |  | L+8.00%                     |  | 8.53                      | %    | 4/8/2021   |     |           | 5,431   |  |                    |   | 5,361   |                    |  |   | 5,472                  | 
|Familia Dental Group Holdings, LLC (Delayed Draw)
    (i)                    |  | Healthcare & Pharmaceuticals              |  | L+8.00%                     |  | 8.53                      | %    | 4/8/2021   |     |           | 519     |  |                    |   | 519     |                    |  |   | 522                    | 
|Familia Dental Group Holdings, LLC (Revolver)
    (g)                        |  | Healthcare & Pharmaceuticals              |  | L+8.00%                     |  | 8.53                      | %    | 4/8/2021   |     |           | 573     |  |                    |   | 115     |                    |  |   | 115                    | 
|G&M Opco LLC (f)                                                             |  | Construction & Building                   |  | L+7.50%                     |  | 8.03                      | %    | 6/23/2020  |     |           | 3,047   |  |                    |   | 2,987   |                    |  |   | 3,105                  | 
|InMobi Pte, Ltd. (Delayed Draw) (g) (i)
    (j)                              |  | Media: Advertising, Printing & Publishing |  | L+10.17%                    |  | 10.98                     | %    | 9/1/2018   |     |           | 10,000  |  |                    |   | 6,667   |                    |  |   | 6,617                  | 
|Inteva Products, LLC                                                         |  | Automotive                                |  | L+8.50%                     |  | 9.75                      | %    | 9/8/2021   |     |           | 2,000   |  |                    |   | 1,989   |                    |  |   | 2,020                  | 
|Jerry Lee Radio, LLC                                                         |  | Media: Broadcasting & Subscription        |  | L+9.50%                     |  | 10.03                     | %    | 12/17/2020 |     |           | 13,800  |  |                    |   | 13,497  |                    |  |   | 14,076                 | 
|Landpoint, LLC                                                               |  | Energy: Oil & Gas                         |  | L+12.75%                    |  | 12.00% Cash/2.25% PIK     | (q)  | 12/20/2019 |     |           | 2,922   |  |                    |   | 2,884   |                    |  |   | 2,772                  | 
|Landpoint, LLC (Revolver) (g)                                                |  | Energy: Oil & Gas                         |  | L+10.50%                    |  | 12.00                     | %    | 12/20/2019 |     |           | 313     |  |                    |   | -       |                    |  |   | -                      | 
|L.A.R.K. Industries, Inc.                                                    |  | Construction & Building                   |  | L+7.00%                     |  | 8.00                      | %    | 9/3/2019   |     |           | 6,430   |  |                    |   | 6,332   |                    |  |   | 6,433                  | 
|Luxury Optical Holdings Co.                                                  |  | Retail                                    |  | L+11.50%                    |  | 9.00% Cash/3.50% PIK      |      | 9/12/2019  |     |           | 3,977   |  |                    |   | 3,926   |                    |  |   | 3,981                  | 
|Luxury Optical Holdings Co. (Revolver) (g)                                   |  | Retail                                    |  | L+11.50%                    |  | 9.00% Cash/3.50% PIK      |      | 9/12/2019  |     |           | 273     |  |                    |   | -       |                    |  |   | -                      | 
|Miles Media Group LLC                                                        |  | Hotels, Gaming & Leisure                  |  | L+11.00%                    |  | 10.00% Cash/2.00% PIK     |      | 3/24/2021  |     |           | 6,110   |  |                    |   | 6,046   |                    |  |   | 6,070                  | 
|Miles Media Group LLC (Delayed Draw) (g)
    (i)                             |  | Hotels, Gaming & Leisure                  |  | L+11.00%                    |  | 10.00% Cash/2.00% PIK     |      | 3/24/2021  |     |           | 1,455   |  |                    |   | -       |                    |  |   | -                      | 
|Miles Media Group LLC (Revolver) (g)                                         |  | Hotels, Gaming & Leisure                  |  | L+11.00%                    |  | 10.00% Cash/2.00% PIK     |      | 3/24/2021  |     |           | 320     |  |                    |   | -       |                    |  |   | -                      | 
|O'Brien Industrial Holdings, LLC                                             |  | Metals & Mining                           |  | L+7.75%                     |  | 8.75                      | %    | 5/13/2019  |     |           | 5,286   |  |                    |   | 5,212   |                    |  |   | 5,366                  | 
|PD Products, LLC                                                             |  | Consumer Goods: Non-Durable               |  | L+10.50%                    |  | 12.00                     | %    | 10/4/2018  |     |           | 12,174  |  |                    |   | 12,094  |                    |  |   | 12,241                 | 
|PD Products, LLC (Revolver) (g)                                              |  | Consumer Goods: Non-Durable               |  | L+10.50%                    |  | 12.00                     | %    | 10/4/2018  |     |           | 2,500   |  |                    |   | 25      |                    |  |   | 25                     | 
|PeopleConnect Intermediate, LLC (formerly Intelius,
    Inc.)                |  | Services: Consumer                        |  | L+5.50%                     |  | 6.50                      | %    | 7/1/2020   |     |           | 4,698   |  |                    |   | 4,614   |                    |  |   | 4,690                  | 
|PeopleConnect Intermediate, LLC (formerly Intelius,
    Inc.)                |  | Services: Consumer                        |  | L+11.50%                    |  | 12.50                     | %    | 7/1/2020   |     |           | 4,849   |  |                    |   | 4,760   |                    |  |   | 4,805                  | 
|PeopleConnect Intermediate, LLC (formerly Intelius,
    Inc.) (Revolver) (g) |  | Services: Consumer                        |  | L+8.50%                     |  | 9.50                      | %    | 8/1/2017   |     |           | 236     |  |                    |   | -       |                    |  |   | -                      | 
|Precision Toxicology, LLC (f)                                                |  | Healthcare & Pharmaceuticals              |  | L+11.50%                    |  | 10.03% Cash/2.00% PIK     |      | 3/24/2020  |     |           | 4,289   |  |                    |   | 4,228   |                    |  |   | 4,289                  | 
|Repay Holdings, LLC                                                          |  | Banking, Finance, Insurance & Real Estate |  | L+9.00%                     |  | 9.53                      | %    | 9/1/2021   |     |           | 12,000  |  |                    |   | 11,792  |                    |  |   | 11,790                 | 
|Repay Holdings, LLC (Revolver) (g)                                           |  | Banking, Finance, Insurance & Real Estate |  | L+9.00%                     |  | 9.53                      | %    | 9/1/2021   |     |           | 1,200   |  |                    |   | -       |                    |  |   | -                      | 
|Rockdale Blackhawk, LLC (e)                                                  |  | Healthcare & Pharmaceuticals              |  | L+11.00%                    |  | 12.00                     | %    | 3/31/2020  |     |           | 11,244  |  |                    |   | 10,406  |                    |  |   | 11,283                 | 
|Rockdale Blackhawk, LLC (Revolver) (e) (g)                                   |  | Healthcare & Pharmaceuticals              |  | L+11.00%                    |  | 12.00                     | %    | 3/31/2020  |     |           | 1,849   |  |                    |   | -       |                    |  |   | -                      | 
|Rockdale Blackhawk, LLC (Capex) (e)                                          |  | Healthcare & Pharmaceuticals              |  | L+11.00%                    |  | 12.00                     | %    | 3/31/2020  |     |           | 581     |  |                    |   | 581     |                    |  |   | 583                    | 
|Rocket Dog Brands, LLC (e)                                                   |  | Consumer Goods: Non-Durable               |  | n/a                         |  | 10.00% PIK                |      | 8/29/2019  |     |           | 1,086   |  |                    |   | 1,086   |                    |  |   | 568                    | 
|Rocket Dog Brands, LLC (e)                                                   |  | Consumer Goods: Non-Durable               |  | n/a                         |  | 15.00% PIK                |      | 8/29/2019  |     |           | 392     |  |                    |   | 387     |                    |  |   | 373                    | 
|Rocket Dog Brands, LLC (e)                                                   |  | Consumer Goods: Non-Durable               |  | n/a                         |  | 17.00% PIK                |      | 3/31/2017  |     |           | 216     |  |                    |   | 212     |                    |  |   | 216                    | 
|SHI Holdings, Inc. (f)                                                       |  | Healthcare & Pharmaceuticals              |  | L+9.25%                     |  | 9.78                      | %    | 7/10/2019  |     |           | 2,625   |  |                    |   | 2,588   |                    |  |   | 2,431                  | 
|SHI Holdings, Inc. (Revolver) (g)                                            |  | Healthcare & Pharmaceuticals              |  | L+9.25%                     |  | 9.78                      | %    | 7/10/2019  |     |           | 1,009   |  |                    |   | 985     |                    |  |   | 912                    | 
|Shields Land Company of Georgia, LLC                                         |  | Banking, Finance, Insurance & Real Estate |  | L+9.50%                     |  | 10.02                     | %    | 12/28/2017 |     |           | 2,450   |  |                    |   | 2,419   |                    |  |   | 2,413                  | 
|SNI Companies (k)                                                            |  | Services: Business                        |  | L+8.00%                     |  | 9.00                      | %    | 12/31/2018 |     |           | 5,590   |  |                    |   | 5,522   |                    |  |   | 5,590                  | 
|SNI Companies (Revolver) (g)                                                 |  | Services: Business                        |  | L+8.00%                     |  | 9.00                      | %    | 12/31/2018 |     |           | 1,250   |  |                    |   | 250     |                    |  |   | 250                    | 
|Summit Container Corporation (e) (f)                                         |  | Containers, Packaging & Glass             |  | L+12.00%                    |  | 12.00% Cash/2.00% PIK     |      | 1/6/2019   |     |           | 3,658   |  |                    |   | 3,602   |                    |  |   | 3,581                  | 
|Synergy Environmental Corporation (Solterra)
    (f)                         |  | Environmental Industries                  |  | L+8.00%                     |  | 8.53                      | %    | 4/29/2021  |     |           | 3,150   |  |                    |   | 3,087   |                    |  |   | 3,164                  | 
|Synergy Environmental Corporation (Solterra)
    (f)                         |  | Environmental Industries                  |  | L+8.00%                     |  | 8.53                      | %    | 4/29/2021  |     |           | 527     |  |                    |   | 516     |                    |  |   | 529                    | 
|Synergy Environmental Corporation (Solterra)
    (Delayed Draw) (g) (i)      |  | Environmental Industries                  |  | L+8.00%                     |  | 8.53                      | %    | 4/29/2018  |     |           | 1,342   |  |                    |   | -       |                    |  |   | -                      | 
|Synergy Environmental Corporation (Solterra)
    (Revolver) (g)              |  | Environmental Industries                  |  | L+8.00%                     |  | 8.53                      | %    | 4/29/2021  |     |           | 671     |  |                    |   | 94      |                    |  |   | 94                     | 
|Tectum Holdings, Inc.                                                        |  | Automotive                                |  | L+4.75%                     |  | 5.75                      | %    | 8/24/2023  |     |           | 2,000   |  |                    |   | 1,980   |                    |  |   | 2,005                  | 
|The Worth Collection, Ltd.                                                   |  | Retail                                    |  | L+8.50%                     |  | 9.53                      | %    | 9/29/2021  |     |           | 11,000  |  |                    |   | 10,780  |                    |  |   | 10,780                 | 
|TPP Acquisition, Inc. (l)                                                    |  | Retail                                    |  | L+11.00%                    |  | 12.50% PIK                | (r)  | 12/17/2017 |     |           | 6,835   |  |                    |   | 6,769   |                    |  |   | 1,381                  | 
|TPP Acquisition, Inc. (Revolver) (l)                                         |  | Retail                                    |  | L+11.00%                    |  | 12.50% PIK                | (r)  | 12/17/2017 |     |           | 2,035   |  |                    |   | 2,035   |                    |  |   | 2,035                  | 
|TPP Acquisition, Inc. (l)                                                    |  | Retail                                    |  | L+11.00%                    |  | 12.50% PIK                | (r)  | 12/17/2017 |     |           | 1,660   |  |                    |   | 1,660   |                    |  |   | 335                    | 
|TPP Acquisition, Inc. (Delayed Draw) (l)                                     |  | Retail                                    |  | L+11.00%                    |  | 12.50% PIK                | (r)  | 12/17/2017 |     |           | 3,429   |  |                    |   | 3,429   |                    |  |   | 693                    | 
|TPP Acquisition, Inc. (g)(i)(l)                                              |  | Retail                                    |  | L+6.00%                     |  | 7.50                      | %(r) | 12/31/2016 |     |           | 3,324   |  |                    |   | 1,805   |                    |  |   | 1,805                  | 
|TRG, LLC                                                                     |  | Hotels, Gaming & Leisure                  |  | L+13.04%                    |  | 8.02% Cash/5.54% PIK      | (s)  | 3/31/2021  |     |           | 11,817  |  |                    |   | 11,774  |                    |  |   | 11,947                 | 
|TRG, LLC (Revolver)                                                          |  | Hotels, Gaming & Leisure                  |  | L+9.50%                     |  | 10.02                     | %    | 3/31/2021  |     |           | 131     |  |                    |   | 131     |                    |  |   | 131                    | 
|TRG, LLC (CapEx) (g)                                                         |  | Hotels, Gaming & Leisure                  |  | L+9.50%                     |  | 8.02% Cash/2.00% PIK      |      | 3/31/2021  |     |           | 1,605   |  |                    |   | 802     |                    |  |   | 808                    | 
|Vacation Innovations, LLC (m)                                                |  | Hotels, Gaming & Leisure                  |  | L+9.40%                     |  | 7.53% Cash/2.40% PIK      | (t)  | 8/20/2020  |     |           | 10,651  |  |                    |   | 10,467  |                    |  |   | 10,651                 | 
|Vacation Innovations, LLC (Revolver) (g)                                     |  | Hotels, Gaming & Leisure                  |  | L+8.50%                     |  | 7.53% Cash/1.50% PIK      |      | 8/20/2020  |     |           | 342     |  |                    |   | -       |                    |  |   | -                      | 
|Vacation Innovations, LLC (Delayed Draw) (g)
    (i)                         |  | Hotels, Gaming & Leisure                  |  | L+8.50%                     |  | 7.53% Cash/1.50% PIK      |      | 8/20/2020  |     |           | 2,037   |  |                    |   | -       |                    |  |   | -                      | 
|Yandy Holding, LLC                                                           |  | Retail                                    |  | L+9.00%                     |  | 10.00                     | %    | 9/30/2019  |     |           | 5,759   |  |                    |   | 5,701   |                    |  |   | 5,664                  | 
|Yandy Holding, LLC
    (Revolver) (g)                                        |  | Retail                                    |  | L+9.00%                     |  | 10.00                     | %    | 9/30/2019  |     |           | 907     |  |                    |   | -       |                    |  |   | -                      | 
|Total
    Senior Secured Loans                                               |  |                                           |  |                             |  |                           |      |            |     |           | 276,996 |  |                    |   | 248,881 |                    |  |   | 240,520                | 
|                                                                             |  |                                           |  |                             |  |                           |      |            |     |           |         |  |                    |   |         |                    |  |   |                        | 
|Unitranche Loans                                                             |  |                                           |  |                             |  |                           |      |            |     |           |         |  |                    |   |         |                    |  |   |                        | 
|Collaborative Neuroscience Network, LLC (n)                                  |  | Healthcare & Pharmaceuticals              |  | L+11.50%                    |  | 13.00                     | %    | 12/27/2017 |     |           | 6,433   |  |                    |   | 6,364   |                    |  |   | 5,075                  | 
|Collaborative Neuroscience Network, LLC                                      |  | Healthcare & Pharmaceuticals              |  | n/a                         |  | 12.00% Cash/3.00% PIK     |      | 10/31/2016 |     |           | 284     |  |                    |   | 284     |                    |  |   | 284                    | 
|Fabco Automotive Corporation                                                 |  | Automotive                                |  | L+11.25%                    |  | 8.00% Cash/4.25% PIK      |      | 4/3/2019   |     |           | 8,496   |  |                    |   | 8,459   |                    |  |   | 4,129                  | 
|Gracelock Industries, LLC                                                    |  | Wholesale                                 |  | L+13.74%                    |  | 11.00% Cash/4.24% PIK     | (u)  | 5/7/2019   |     |           | 4,968   |  |                    |   | 4,887   |                    |  |   | 4,585                  | 
|Incipio Technologies, Inc. (o)                                               |  | Consumer Goods: Non-Durable               |  | L+6.00%                     |  | 7.00                      | %    | 12/26/2019 |     |           | 14,478  |  |                    |   | 14,211  |                    |  |   | 14,420                 | 
|MooreCo, Inc.                                                                |  | Consumer Goods: Durable                   |  | L+14.50%                    |  | 13.50% Cash/2.50% PIK     |      | 12/27/2017 |     |           | 3,660   |  |                    |   | 3,636   |                    |  |   | 3,660                  | 
|Output Services Group, Inc.                                                  |  | Services: Business                        |  | L+9.00%                     |  | 9.50% Cash/1.00% PIK      |      | 12/17/2020 |     |           | 6,528   |  |                    |   | 6,452   |                    |  |   | 6,548                  | 
|Output Services Group, Inc.                                                  |  | Services: Business                        |  | L+9.00%                     |  | 9.50% Cash/1.00% PIK      |      | 12/17/2020 |     |           | 8,332   |  |                    |   | 8,212   |                    |  |   | 8,373                  | 
|Playtime, LLC                                                                |  | Hotels, Gaming &
    Leisure              |  | L+8.50%                     |  | 9.00%
    Cash/1.00% PIK  |      | 12/31/2021 |     |           | 5,402   |  |                    |   | 5,372   |                    |  |   | 4,784                  | 
|Total
    Unitranche Loans                                                   |  |                                           |  |                             |  |                           |      |            |     |           | 58,581  |  |                    |   | 57,877  |                    |  |   | 51,858                 | 
|                                                                             |  |                                           |  |                             |  |                           |      |            |     |           |         |  |                    |   |         |                    |  |   |                        | 
|Junior Secured Loans                                                         |  |                                           |  |                             |  |                           |      |            |     |           |         |  |                    |   |         |                    |  |   |                        | 
|AIM Aerospace, Inc.                                                          |  | Aerospace & Defense                       |  | L+9.00%                     |  | 10.00                     | %    | 8/2/2022   |     |           | 5,000   |  |                    |   | 4,931   |                    |  |   | 5,073                  | 
|Confie Seguros Holdings II Co.                                               |  | Banking, Finance, Insurance & Real Estate |  | L+9.00%                     |  | 10.25                     | %    | 5/8/2019   |     |           | 8,594   |  |                    |   | 8,181   |                    |  |   | 8,680                  | 
|CSM Bakery Supplies LLC                                                      |  | Beverage, Food & Tobacco                  |  | L+7.75%                     |  | 8.75                      | %    | 7/3/2021   |     |           | 5,792   |  |                    |   | 5,792   |                    |  |   | 5,329                  | 
|Education Corporation of America                                             |  | Services: Consumer                        |  | L+11.00%                    |  | 11.85                     | %    | 12/31/2018 |     |           | 4,583   |  |                    |   | 4,500   |                    |  |   | 4,597                  | 
|Hyland Software Inc.                                                         |  | High Tech Industries                      |  | L+7.25%                     |  | 8.25                      | %    | 7/1/2023   |     |           | 5,000   |  |                    |   | 4,826   |                    |  |   | 5,044                  | 
|Mergermarket USA, Inc.                                                       |  | Media: Broadcasting & Subscription        |  | L+6.50%                     |  | 7.50                      | %    | 12/19/2021 |     |           | 4,500   |  |                    |   | 4,396   |                    |  |   | 4,320                  | 
|Micro Holdings Corp.                                                         |  | High Tech Industries                      |  | L+7.50%                     |  | 8.50                      | %    | 7/8/2022   |     |           | 5,590   |  |                    |   | 5,469   |                    |  |   | 5,527                  | 
|Mud Pie, LLC                                                                 |  | Consumer Goods: Non-Durable               |  | n/a                         |  | 10.00% Cash/1.50% PIK     |      | 11/4/2020  |     |           | 5,201   |  |                    |   | 5,121   |                    |  |   | 5,305                  | 
|New NSI Holdings, Inc.                                                       |  | Chemicals, Plastics & Rubber              |  | L+8.25%                     |  | 9.25                      | %    | 7/28/2022  |     |           | 4,000   |  |                    |   | 3,947   |                    |  |   | 4,040                  | 
|Pre-Paid Legal Services, Inc. (Legal Shield)                                 |  | Services: Consumer                        |  | L+9.00%                     |  | 10.25                     | %    | 7/1/2020   |     |           | 3,000   |  |                    |   | 2,996   |                    |  |   | 2,985                  | 
|Rocket Dog Brands, LLC (e)                                                   |  | Consumer Goods: Non-Durable               |  | n/a                         |  | 15.00% PIK                |      | 5/1/2020   |     |           | 1,868   |  |                    |   | 1,869   |                    |  |   | -                      | 
|Sterling Merger Sub Corp.                                                    |  | Services: Business                        |  | L+7.75%                     |  | 8.75                      | %    | 6/19/2023  |     |           | 5,000   |  |                    |   | 4,956   |                    |  |   | 4,838                  | 
|SCP TPZ Acquisition,
    Inc.                                                |  | Media: Diversified
    & Production       |  | L+8.25%                     |  | 9.25                      | %    | 5/29/2022  |     |           | 5,000   |  |                    |   | 4,935   |                    |  |   | 4,956                  | 
|Total
    Junior Secured Loans                                               |  |                                           |  |                             |  |                           |      |            |     |           | 63,128  |  |                    |   | 61,919  |                    |  |   | 60,694                 | 





7







|Equity Securities                                                                                                         |  |                                           |  |     |  |            |     |            |  |  |   |  |  |   |         |  |  |   |         |  |  |  |       |  
|------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- |  | --- |  | ---------- | --- | ---------- |  |  | - |  |  | - | ------- |  |  | - | ------- |  |  |  | ----- | -
|American Community Homes, Inc. (warrant to purchase
    up to 9.0% of the equity) (e)                                     |  | Banking, Finance, Insurance & Real Estate |  | -   |  | -          | (v) | 10/9/2024  |  |  | - |  |  |   | -       |  |  |   | 944     |  |  |  | 0.4   | %
|BookIt Operating LLC (warrant to purchase up
    to 3.0% of the equity) (p)                                               |  | Hotels, Gaming & Leisure                  |  | -   |  | -          | (v) | 12/21/2023 |  |  | - |  |  |   | -       |  |  |   | 587     |  |  |  | 0.3   | %
|Collaborative Neuroscience Network, LLC (warrant
    to purchase up to 4 LLC units) (p)                                   |  | Healthcare & Pharmaceuticals              |  | -   |  | -          | (v) | 12/27/2022 |  |  | - |  |  |   | -       |  |  |   | -       |  |  |  | 0.0   | %
|Cyalume Technologies Holdings, Inc. - Series
    D Preferred Stock (3.06 shares) (p)                                      |  | Aerospace & Defense                       |  | -   |  | -          | (v) | -          |  |  | - |  |  |   | -       |  |  |   | 559     |  |  |  | 0.2   | %
|Education Corporation of America - Series G Preferred
    Stock (8,333 shares) (p)                                        |  | Services: Consumer                        |  | n/a |  | 12.00      | %   | -          |  |  | - |  |  |   | 8,125   |  |  |   | 8,150   |  |  |  | 3.4   | %
|Fabco Automotive Corporation (warrant to purchase
    up to 1.87% of the equity) (p)                                      |  | Automotive                                |  | -   |  | -          | (v) | -          |  |  | - |  |  |   | -       |  |  |   | -       |  |  |  | 0.0   | %
|InMobi Pte, Ltd. (represents the right to purchase
    0.42% of the equity) (j) (p)                                       |  | Media: Advertising, Printing & Publishing |  | -   |  | -          | (v) | 9/18/2025  |  |  | - |  |  |   | -       |  |  |   | 107     |  |  |  | 0.0   | %
|O'Brien Industrial Holdings, LLC (warrants to
    purchase up to 2.44% of certain affiliated entities of the company) (p) |  | Metals & Mining                           |  | -   |  | -          | (v) | 5/13/2024  |  |  | - |  |  |   | -       |  |  |   | -       |  |  |  | 0.0   | %
|Output Services Group, Inc. (warrant to purchase
    up to 3.89% of the common stock) (p)                                 |  | Services: Business                        |  | -   |  | -          | (v) | 12/17/2022 |  |  | - |  |  |   | -       |  |  |   | 747     |  |  |  | 0.3   | %
|Playtime, LLC - Preferred Units (8,665 units)
    (p)                                                                     |  | Hotels, Gaming & Leisure                  |  | -   |  | -          | (v) | -          |  |  | - |  |  |   | 200     |  |  |   | 4       |  |  |  | 0.0   | %
|Rocket Dog Brands, LLC - Common Units (75,502
    units) (e)                                                              |  | Consumer Goods: Non-Durable               |  | -   |  | -          | (v) | -          |  |  | - |  |  |   | -       |  |  |   | -       |  |  |  | 0.0   | %
|Rocket Dog Brands, LLC - Preferred Units (10
    units) (e)                                                               |  | Consumer Goods: Non-Durable               |  | -   |  | 15.00% PIK | (w) | -          |  |  | - |  |  |   | 967     |  |  |   | -       |  |  |  | 0.0   | %
|Rockdale Blackhawk, LLC - LLC Units (11.56% of
    the LLC interest) (e)                                                  |  | Healthcare & Pharmaceuticals              |  | -   |  | -          | (v) | -          |  |  | - |  |  |   | 1,093   |  |  |   | 12,397  |  |  |  | 5.2   | %
|Summit Container Corporation (warrant to purchase
    up to 19.50% of the equity) (e)                                     |  | Containers, Packaging & Glass             |  | -   |  | -          | (v) | 1/6/2024   |  |  | - |  |  |   | -       |  |  |   | -       |  |  |  | 0.0   | %
|The Tie Bar Operating Company, LLC - Class A
    Preferred Units (1,275 units) (p)                                        |  | Retail                                    |  | -   |  | -          | (v) | -          |  |  | - |  |  |   | 87      |  |  |   | 89      |  |  |  | 0.0   | %
|The Tie Bar Operating Company, LLC - Class B
    Preferred Units (1,275 units) (p)                                        |  | Retail                                    |  | -   |  | -          | (v) | -          |  |  | - |  |  |   | 1       |  |  |   | -       |  |  |  | 0.0   | %
|TPP Acquisition,
    Inc. (829 shares of common stock) (l)                                                                |  | Retail                                    |  | -   |  | -          | (v) | -          |  |  | - |  |  |   | -       |  |  |   | -       |  |  |  | 0.0   | %
|Total
    Equity Securities                                                                                               |  |                                           |  |     |  |            |     |            |  |  |   |  |  |   | 10,473  |  |  |   | 23,584  |  |  |  | 9.8   | %
|TOTAL INVESTMENTS                                                                                                         |  |                                           |  |     |  |            |     |            |  |  |   |  |  | $ | 379,150 |  |  | $ | 376,656 |  |  |  | 157.5 | %










| | (a) | All of our investments are issued by eligible U.S. portfolio companies, as defined in the Investment Company Act of 1940 (the
“1940 Act”) except for InMobi Pte, Ltd. which is an international company headquartered in California. All investments
are non-controlled/non-affiliate company investments, unless otherwise noted.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate
(“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly,
or semiannually. For each such investment, the Company has provided the spread over LIBOR or Prime and the current contractual
interest rate in effect at September 30, 2016. Certain investments are subject to a LIBOR or Prime interest rate floor.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Because there is no readily available market value for these investments, the fair value of these investments is determined
in good faith by our board of directors as required by the Investment Company Act of 1940. (See Note 4 in the accompanying notes
to the consolidated financial statements.)
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Percentages are based on net assets of $239,087 as of September 30, 2016.
| | --- | -------------------------------------------------------------------------

| | (e) | As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of the portfolio company as it owns
five percent or more of the portfolio company's voting securities. See Note 5 in the accompanying notes to the consolidated financial
statements for additional information on transactions in which the issuer was an Affiliated Person (but not a portfolio company
that the Company is deemed to control).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | All of this loan is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore
not collateral to the Company’s revolving credit facility.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | All or a portion of this commitment was unfunded at September 30, 2016. As such, interest is earned only on the funded portion
of this commitment.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) | A portion of this loan (principal of $2,336) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation
SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | This delayed draw loan requires that certain financial covenants be met by the portfolio company prior to any fundings.
| | --- | -----------------------------------------------------------------------------------------------------------------------

| | (j) | This investment is treated as a non-qualifying investment under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company
may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70%
of the Company's total assets. As of September 30, 2016, non-qualifying assets totaled 1.74% of the Company's total assets.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k) | A portion of this loan (principal of $3,585) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation
SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l) | As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and to “Control”
this portfolio company as it owns more than 25% in company's voting securities. See Note 5 in the accompanying notes to the consolidated
financial statements for additional information on transactions in which the issuer was both an Affiliated Person and a portfolio
company that the Company is deemed to Control.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m) | A portion of this loan (principal of $4,703) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation
SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (n) | The sale of a portion of this loan does not qualify for sale accounting under ASC Topic 860 — Transfers and Servicing,
and therefore, the entire unitranche loan asset remains in the Consolidated Schedule of Investments.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (o) | A portion of this loan (principal of $5,309) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation
SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (p) | Represents less than 5% ownership of the portfolio company's voting securities.
| | --- | -------------------------------------------------------------------------------

| | (q) | The PIK portion of the interest rate for Landpoint, LLC is structured as a guaranteed fee paid upon the termination of the
commitment. The fee accrues at 2.25% per annum and is subject to a minimum payment upon termination of $338.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (r) | This position is currently on non-accrual status.
| | --- | -------------------------------------------------

| | (s) | A portion of the PIK interest rate for TRG, LLC is structured as a guaranteed fee paid upon the termination of the commitment.
The fee currently accrues at 3.54% per annum and is subject to an estimated minimum payment upon termination of $2,155.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (t) | The PIK portion of the interest rate for Vacation Innovations, LLC is structured as a fee paid upon the termination of the
commitment. The fee currently accrues at 0.90% per annum.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (u) | The PIK portion of the interest rate for Gracelock Industries, LLC is structured as a fee paid upon the termination of the
commitment. The fee currently accrues at 4.24% per annum.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) | Represents a non-income producing security.
| | --- | -------------------------------------------

| | (w) | This position includes a PIK dividend and is currently on non-accrual status.
| | --- | -----------------------------------------------------------------------------

| | (x) | This is a demand note with no stated maturity.
| | --- | ----------------------------------------------

n/a - not applicable



See Notes to Consolidated Financial Statements.



8







MONROE CAPITAL CORPORATION



CONSOLIDATED SCHEDULE OF INVESTMENTS



December 31, 2015



(in thousands, except for units)





|Portfolio
    Company (a)                                                    |  | Industry                                  |  | Spread
    Above Index (b) |  | Interest
    Rate (b)     |     | Maturity   |  | Principal |         |  | Amortized
    Cost |   |         | Fair
    
Value (c) |  |   | %
    ofNet 
Assets(d) | 
|---------------------------------------------------------------------------- |  | ----------------------------------------- |  | -------------------------- |  | ------------------------- | --- | ---------- |  | --------- | ------- |  | ------------------ | - | ------- | ------------------- |  | - | ---------------------- | 
|Senior Secured Loans                                                         |  |                                           |  |                            |  |                           |     |            |  |           |         |  |                    |   |         |                     |  |   |                        | 
|360 Holdings III Corp.                                                       |  | Consumer Goods: Non-Durable               |  | L+9.00%                    |  | 10.00                     | %   | 10/1/2021  |  |           | 5,985   |  |                    | $ | 5,746   |                     |  | $ | 5,746                  | 
|Alora Pharmaceuticals, LLC (e)                                               |  | Healthcare & Pharmaceuticals              |  | L+7.50%                    |  | 8.50                      | %   | 9/13/2018  |  |           | 11,338  |  |                    |   | 11,229  |                     |  |   | 11,253                 | 
|Alora Pharmaceuticals, LLC (Revolver) (f)                                    |  | Healthcare & Pharmaceuticals              |  | L+7.50%                    |  | 8.50                      | %   | 9/13/2018  |  |           | 1,336   |  |                    |   | -       |                     |  |   | -                      | 
|American Community Homes, Inc. (g)                                           |  | Banking, Finance, Insurance & Real Estate |  | L+8.00%                    |  | 9.50                      | %   | 7/22/2019  |  |           | 7,667   |  |                    |   | 7,511   |                     |  |   | 7,398                  | 
|American Community Homes, Inc. (g)                                           |  | Banking, Finance, Insurance & Real Estate |  | L+12.50%                   |  | 9.50% Cash/4.50% PIK      |     | 7/22/2019  |  |           | 4,029   |  |                    |   | 3,951   |                     |  |   | 3,941                  | 
|Answers Corporation                                                          |  | High Tech Industries                      |  | L+5.25%                    |  | 6.25                      | %   | 10/1/2021  |  |           | 2,918   |  |                    |   | 2,818   |                     |  |   | 1,984                  | 
|BCC Software, LLC (h)                                                        |  | High Tech Industries                      |  | L+8.00%                    |  | 9.00                      | %   | 6/20/2019  |  |           | 2,817   |  |                    |   | 2,785   |                     |  |   | 2,776                  | 
|BCC Software, LLC (Revolver) (f)                                             |  | High Tech Industries                      |  | L+8.00%                    |  | 9.00                      | %   | 6/20/2019  |  |           | 469     |  |                    |   | -       |                     |  |   | -                      | 
|Bluestem Brands, Inc.                                                        |  | Consumer Goods: Non-Durable               |  | L+7.50%                    |  | 8.50                      | %   | 11/6/2020  |  |           | 2,919   |  |                    |   | 2,892   |                     |  |   | 2,737                  | 
|Cali Bamboo, LLC                                                             |  | Construction & Building                   |  | L+8.50%                    |  | 9.00                      | %   | 7/10/2020  |  |           | 4,179   |  |                    |   | 4,101   |                     |  |   | 4,093                  | 
|Cali Bamboo, LLC (Revolver) (f)                                              |  | Construction & Building                   |  | L+8.50%                    |  | 9.00                      | %   | 7/10/2020  |  |           | 1,624   |  |                    |   | 1,039   |                     |  |   | 1,039                  | 
|Cornerstone Detention Products, Inc. (i)                                     |  | Construction & Building                   |  | L+10.50%                   |  | 10.50% Cash/1.00% PIK     |     | 4/8/2019   |  |           | 4,221   |  |                    |   | 4,161   |                     |  |   | 3,969                  | 
|Cornerstone Detention Products, Inc. (Revolver)
    (f)                      |  | Construction & Building                   |  | L+9.50%                    |  | 10.50                     | %   | 4/8/2019   |  |           | 400     |  |                    |   | -       |                     |  |   | -                      | 
|Cyalume Technologies Holdings, Inc. (h)                                      |  | Aerospace & Defense                       |  | L+9.00%                    |  | 10.00                     | %   | 5/18/2020  |  |           | 5,236   |  |                    |   | 5,106   |                     |  |   | 5,278                  | 
|Cyalume Technologies Holdings, Inc. (Delayed
    Draw)                       |  | Aerospace & Defense                       |  | L+9.00%                    |  | 10.00                     | %   | 5/18/2020  |  |           | 453     |  |                    |   | 453     |                     |  |   | 456                    | 
|Cyalume Technologies Holdings, Inc. (Revolver)
    (f)                       |  | Aerospace & Defense                       |  | L+9.00%                    |  | 10.00                     | %   | 5/18/2020  |  |           | 1,528   |  |                    |   | 306     |                     |  |   | 306                    | 
|Diesel Direct Holdings, Inc. (h)                                             |  | Energy: Oil & Gas                         |  | L+9.00%                    |  | 10.00                     | %   | 2/17/2020  |  |           | 5,363   |  |                    |   | 5,299   |                     |  |   | 5,443                  | 
|EB Employee Solutions, LLC (h)                                               |  | Services: Business                        |  | L+8.50%                    |  | 10.00                     | %   | 2/28/2019  |  |           | 3,470   |  |                    |   | 3,406   |                     |  |   | 3,399                  | 
|G&M Opco LLC (h)                                                             |  | Construction & Building                   |  | L+7.50%                    |  | 8.00                      | %   | 6/23/2020  |  |           | 3,169   |  |                    |   | 3,096   |                     |  |   | 3,109                  | 
|InMobi Pte, Ltd. (Delayed Draw) (f) (j)
    (k)                              |  | Media: Advertising, Printing & Publishing |  | L+10.17%                   |  | 10.50                     | %   | 9/1/2018   |  |           | 10,000  |  |                    |   | 5,842   |                     |  |   | 5,772                  | 
|Jerry Lee Radio, LLC                                                         |  | Media: Broadcasting & Subscription        |  | L+9.50%                    |  | 10.00                     | %   | 12/17/2020 |  |           | 15,000  |  |                    |   | 14,627  |                     |  |   | 14,625                 | 
|Landpoint, LLC                                                               |  | Energy: Oil & Gas                         |  | L+12.75%                   |  | 12.00% Cash/2.25% PIK     | (q) | 12/20/2018 |  |           | 3,750   |  |                    |   | 3,688   |                     |  |   | 3,634                  | 
|Landpoint, LLC (Revolver) (f)                                                |  | Energy: Oil & Gas                         |  | L+10.50%                   |  | 12.00                     | %   | 12/20/2018 |  |           | 313     |  |                    |   | -       |                     |  |   | -                      | 
|L.A.R.K. Industries, Inc.                                                    |  | Construction & Building                   |  | L+7.00%                    |  | 8.00                      | %   | 9/3/2019   |  |           | 6,690   |  |                    |   | 6,562   |                     |  |   | 6,657                  | 
|Luxury Optical Holdings Co.                                                  |  | Retail                                    |  | L+9.00%                    |  | 9.00% Cash/1.00% PIK      |     | 9/12/2019  |  |           | 4,035   |  |                    |   | 3,972   |                     |  |   | 3,986                  | 
|Luxury Optical Holdings Co. (Revolver) (f)                                   |  | Retail                                    |  | L+8.00%                    |  | 9.00                      | %   | 9/12/2019  |  |           | 273     |  |                    |   | -       |                     |  |   | -                      | 
|Miles Media Group LLC                                                        |  | Hotels, Gaming & Leisure                  |  | L+8.50%                    |  | 9.50                      | %   | 9/12/2019  |  |           | 3,875   |  |                    |   | 3,814   |                     |  |   | 3,864                  | 
|Miles Media Group LLC (Delayed Draw) (f)
    (j)                             |  | Hotels, Gaming & Leisure                  |  | L+8.50%                    |  | 9.50                      | %   | 9/12/2019  |  |           | 1,600   |  |                    |   | -       |                     |  |   | -                      | 
|Miles Media Group LLC (Revolver) (f)                                         |  | Hotels, Gaming & Leisure                  |  | L+8.50%                    |  | 9.50                      | %   | 9/12/2019  |  |           | 320     |  |                    |   | -       |                     |  |   | -                      | 
|O'Brien Industrial Holdings, LLC                                             |  | Metals & Mining                           |  | L+11.50%                   |  | 11.00% Cash/2.00% PIK     |     | 5/13/2019  |  |           | 6,326   |  |                    |   | 6,213   |                     |  |   | 6,177                  | 
|O'Brien Industrial Holdings, LLC (Revolver) (f)                              |  | Metals & Mining                           |  | L+9.50%                    |  | 11.00                     | %   | 5/13/2019  |  |           | 2,844   |  |                    |   | 1,219   |                     |  |   | 1,219                  | 
|PD Products, LLC                                                             |  | Consumer Goods: Non-Durable               |  | L+10.50%                   |  | 12.00                     | %   | 10/4/2018  |  |           | 12,698  |  |                    |   | 12,589  |                     |  |   | 12,679                 | 
|PD Products, LLC (Revolver) (f)                                              |  | Consumer Goods: Non-Durable               |  | L+10.50%                   |  | 12.00                     | %   | 10/4/2018  |  |           | 2,500   |  |                    |   | 1,025   |                     |  |   | 1,024                  | 
|PeopleConnect Intermediate, LLC (formerly Intelius,
    Inc.)                |  | Services: Consumer                        |  | L+5.50%                    |  | 6.50                      | %   | 7/1/2020   |  |           | 4,958   |  |                    |   | 4,855   |                     |  |   | 4,993                  | 
|PeopleConnect Intermediate, LLC (formerly Intelius,
    Inc.)                |  | Services: Consumer                        |  | L+11.50%                   |  | 12.50                     | %   | 7/1/2020   |  |           | 4,979   |  |                    |   | 4,874   |                     |  |   | 4,964                  | 
|PeopleConnect Intermediate, LLC (formerly Intelius,
    Inc.) (Revolver) (f) |  | Services: Consumer                        |  | L+8.50%                    |  | 9.50                      | %   | 7/1/2020   |  |           | 354     |  |                    |   | -       |                     |  |   | -                      | 
|Precision Toxicology, LLC (h)                                                |  | Healthcare & Pharmaceuticals              |  | L+8.00%                    |  | 8.00% Cash/1.00% PIK      |     | 3/24/2020  |  |           | 5,440   |  |                    |   | 5,345   |                     |  |   | 5,358                  | 
|Precision Toxicology, LLC (Revolver) (f)                                     |  | Healthcare & Pharmaceuticals              |  | L+8.00%                    |  | 8.00% Cash/1.00% PIK      |     | 3/24/2020  |  |           | 635     |  |                    |   | -       |                     |  |   | -                      | 
|Rockdale Blackhawk, LLC (g)                                                  |  | Healthcare & Pharmaceuticals              |  | L+11.00%                   |  | 12.00                     | %   | 3/31/2020  |  |           | 12,207  |  |                    |   | 11,155  |                     |  |   | 12,299                 | 
|Rockdale Blackhawk, LLC (Revolver) (f) (g)                                   |  | Healthcare & Pharmaceuticals              |  | L+11.00%                   |  | 12.00                     | %   | 3/31/2020  |  |           | 1,849   |  |                    |   | 789     |                     |  |   | 786                    | 
|Rockdale Blackhawk, LLC (Capex) (f) (g)                                      |  | Healthcare & Pharmaceuticals              |  | L+11.00%                   |  | 12.00                     | %   | 3/31/2020  |  |           | 2,288   |  |                    |   | 629     |                     |  |   | 634                    | 
|Rocket Dog Brands, LLC (g)                                                   |  | Consumer Goods: Non-Durable               |  | n/a                        |  | 10.00                     | %   | 8/29/2019  |  |           | 1,032   |  |                    |   | 1,032   |                     |  |   | 1,032                  | 
|Rocket Dog Brands, LLC (Delayed Draw) (f)
    (g) (j)                        |  | Consumer Goods: Non-Durable               |  | n/a                        |  | 15.00                     | %   | 8/29/2019  |  |           | 350     |  |                    |   | 150     |                     |  |   | 150                    | 
|SHI Holdings, Inc. (h)                                                       |  | Healthcare & Pharmaceuticals              |  | L+9.25%                    |  | 9.67                      | %   | 7/10/2019  |  |           | 2,737   |  |                    |   | 2,688   |                     |  |   | 2,710                  | 
|SHI Holdings, Inc. (Revolver) (f)                                            |  | Healthcare & Pharmaceuticals              |  | L+9.25%                    |  | 9.67                      | %   | 7/10/2019  |  |           | 818     |  |                    |   | 573     |                     |  |   | 573                    | 
|SNI Companies (l)                                                            |  | Services: Business                        |  | L+10.00%                   |  | 11.00                     | %   | 12/31/2018 |  |           | 6,852   |  |                    |   | 6,743   |                     |  |   | 6,842                  | 
|SNI Companies (Revolver) (f)                                                 |  | Services: Business                        |  | L+10.00%                   |  | 11.00                     | %   | 12/31/2018 |  |           | 1,250   |  |                    |   | 125     |                     |  |   | 125                    | 
|Summit Container Corporation (g) (h)                                         |  | Containers, Packaging & Glass             |  | L+9.00%                    |  | 11.00                     | %   | 1/6/2019   |  |           | 3,600   |  |                    |   | 3,537   |                     |  |   | 3,400                  | 
|The Sandbox Group LLC (h)                                                    |  | Media: Advertising, Printing & Publishing |  | L+10.00%                   |  | 9.00% Cash/2.00% PIK      |     | 2/23/2020  |  |           | 5,388   |  |                    |   | 5,274   |                     |  |   | 5,329                  | 
|The Sandbox Group LLC (Revolver) (f)                                         |  | Media: Advertising, Printing & Publishing |  | L+10.00%                   |  | 9.00% Cash/2.00% PIK      |     | 2/23/2020  |  |           | 1,250   |  |                    |   | 1,243   |                     |  |   | 1,243                  | 
|TRG, LLC                                                                     |  | Hotels, Gaming & Leisure                  |  | L+17.92%                   |  | 11.00% Cash/7.92% PIK     | (r) | 12/23/2019 |  |           | 3,068   |  |                    |   | 3,017   |                     |  |   | 3,040                  | 
|TRG, LLC (Revolver) (f)                                                      |  | Hotels, Gaming & Leisure                  |  | L+12.00%                   |  | 13.00                     | %   | 12/23/2019 |  |           | 131     |  |                    |   | -       |                     |  |   | -                      | 
|TRG, LLC (CapEx) (f)                                                         |  | Hotels, Gaming & Leisure                  |  | L+12.00%                   |  | 11.00% Cash/2.00% PIK     |     | 12/23/2019 |  |           | 919     |  |                    |   | 653     |                     |  |   | 649                    | 
|TTM Technologies, Inc.                                                       |  | High Tech Industries                      |  | L+5.00%                    |  | 6.00                      | %   | 5/31/2021  |  |           | 1,330   |  |                    |   | 1,287   |                     |  |   | 1,207                  | 
|Vacation Innovations, LLC                                                    |  | Hotels, Gaming & Leisure                  |  | L+9.00%                    |  | 9.50                      | %   | 8/20/2020  |  |           | 6,211   |  |                    |   | 6,093   |                     |  |   | 6,236                  | 
|Vacation Innovations, LLC (Revolver) (f)                                     |  | Hotels, Gaming & Leisure                  |  | L+9.00%                    |  | 9.50                      | %   | 8/20/2020  |  |           | 342     |  |                    |   | -       |                     |  |   | -                      | 
|Yandy Holding, LLC                                                           |  | Retail                                    |  | L+9.00%                    |  | 10.00                     | %   | 9/30/2019  |  |           | 6,419   |  |                    |   | 6,342   |                     |  |   | 6,425                  | 
|Yandy Holding, LLC
    (Revolver) (f)                                        |  | Retail                                    |  | L+9.00%                    |  | 10.00                     | %   | 9/30/2019  |  |           | 907     |  |                    |   | -       |                     |  |   | -                      | 
|Total
    Senior Secured Loans                                               |  |                                           |  |                            |  |                           |     |            |  |           | 214,659 |  |                    |   | 189,854 |                     |  |   | 190,559                | 
|                                                                             |  |                                           |  |                            |  |                           |     |            |  |           |         |  |                    |   |         |                     |  |   |                        | 
|Unitranche Loans                                                             |  |                                           |  |                            |  |                           |     |            |  |           |         |  |                    |   |         |                     |  |   |                        | 
|Accutest Corporation                                                         |  | Services: Business                        |  | L+9.50%                    |  | 11.00                     | %   | 6/5/2018   |  |           | 6,586   |  |                    |   | 6,440   |                     |  |   | 6,586                  | 
|Collaborative Neuroscience Network, LLC (m)                                  |  | Healthcare & Pharmaceuticals              |  | L+11.50%                   |  | 13.00                     | %   | 12/27/2017 |  |           | 7,058   |  |                    |   | 6,968   |                     |  |   | 6,733                  | 
|Fabco Automotive Corporation                                                 |  | Automotive                                |  | L+9.25%                    |  | 10.25                     | %   | 4/3/2017   |  |           | 8,437   |  |                    |   | 8,393   |                     |  |   | 5,358                  | 
|Gracelock Industries, LLC                                                    |  | Wholesale                                 |  | L+12.05%                   |  | 11.00% Cash/2.55% PIK     | (s) | 5/7/2019   |  |           | 5,207   |  |                    |   | 5,101   |                     |  |   | 4,730                  | 
|Incipio Technologies, Inc. (n)                                               |  | Consumer Goods: Non-Durable               |  | L+6.00%                    |  | 7.00                      | %   | 12/26/2019 |  |           | 15,000  |  |                    |   | 14,669  |                     |  |   | 15,008                 | 
|MooreCo, Inc.                                                                |  | Consumer Goods: Durable                   |  | L+13.50%                   |  | 12.50% Cash/2.50% PIK     |     | 12/27/2017 |  |           | 4,223   |  |                    |   | 4,177   |                     |  |   | 4,223                  | 
|Output Services Group, Inc.                                                  |  | Services: Business                        |  | L+9.00%                    |  | 9.50% Cash/1.00% PIK      |     | 12/17/2018 |  |           | 6,655   |  |                    |   | 6,555   |                     |  |   | 6,562                  | 
|Output Services Group, Inc.                                                  |  | Services: Business                        |  | L+9.00%                    |  | 9.50% Cash/1.00% PIK      |     | 12/17/2018 |  |           | 7,429   |  |                    |   | 7,301   |                     |  |   | 7,295                  | 
|Playtime, LLC (m)                                                            |  | Hotels, Gaming & Leisure                  |  | L+7.50%                    |  | 9.00                      | %   | 12/4/2017  |  |           | 5,677   |  |                    |   | 5,627   |                     |  |   | 5,070                  | 
|TPP Acquisition, Inc. (o)                                                    |  | Retail                                    |  | L+11.00%                   |  | 10.50% Cash/2.00% PIK     |     | 12/17/2017 |  |           | 6,835   |  |                    |   | 6,769   |                     |  |   | 2,990                  | 
|TPP Acquisition, Inc. (Revolver) (o)                                         |  | Retail                                    |  | L+11.00%                   |  | 4.50% Cash/8.00% PIK      |     | 12/17/2017 |  |           | 2,035   |  |                    |   | 2,035   |                     |  |   | 2,035                  | 
|TPP Acquisition,
    Inc. (Delayed Draw) (o)                                 |  | Retail                                    |  | L+11.00%                   |  | 10.50%
    Cash/2.00% PIK |     | 12/17/2017 |  |           | 3,429   |  |                    |   | 3,429   |                     |  |   | 1,500                  | 
|Total
    Unitranche Loans                                                   |  |                                           |  |                            |  |                           |     |            |  |           | 78,571  |  |                    |   | 77,464  |                     |  |   | 68,090                 | 
|                                                                             |  |                                           |  |                            |  |                           |     |            |  |           |         |  |                    |   |         |                     |  |   |                        | 
|Junior Secured Loans                                                         |  |                                           |  |                            |  |                           |     |            |  |           |         |  |                    |   |         |                     |  |   |                        | 
|Confie Seguros Holdings II Co.                                               |  | Banking, Finance, Insurance & Real Estate |  | L+9.00%                    |  | 10.25                     | %   | 5/8/2019   |  |           | 5,594   |  |                    |   | 5,555   |                     |  |   | 5,538                  | 
|CSM Bakery Supplies LLC                                                      |  | Beverage, Food & Tobacco                  |  | L+7.75%                    |  | 8.75                      | %   | 7/3/2021   |  |           | 5,792   |  |                    |   | 5,691   |                     |  |   | 5,532                  | 
|Education Corporation of America                                             |  | Services: Consumer                        |  | L+11.00%                   |  | 11.60                     | %   | 12/31/2018 |  |           | 5,833   |  |                    |   | 5,698   |                     |  |   | 5,854                  | 
|Hyland Software Inc.                                                         |  | High Tech Industries                      |  | L+7.25%                    |  | 8.25                      | %   | 7/1/2023   |  |           | 5,000   |  |                    |   | 4,810   |                     |  |   | 4,700                  | 
|Mergermarket USA, Inc.                                                       |  | Media: Broadcasting & Subscription        |  | L+6.50%                    |  | 7.50                      | %   | 12/19/2021 |  |           | 4,500   |  |                    |   | 4,384   |                     |  |   | 4,016                  | 
|Micro Holdings Corp.                                                         |  | High Tech Industries                      |  | L+7.50%                    |  | 8.50                      | %   | 7/8/2022   |  |           | 5,590   |  |                    |   | 5,455   |                     |  |   | 5,339                  | 
|Mud Pie, LLC                                                                 |  | Consumer Goods: Non-Durable               |  | n/a                        |  | 10.00% Cash/1.50% PIK     |     | 11/4/2020  |  |           | 10,101  |  |                    |   | 9,919   |                     |  |   | 10,060                 | 
|New NSI Holdings, Inc.                                                       |  | Chemicals, Plastics & Rubber              |  | L+8.25%                    |  | 9.25                      | %   | 7/28/2022  |  |           | 4,000   |  |                    |   | 3,942   |                     |  |   | 3,948                  | 
|Pre-Paid Legal Services, Inc. (Legal Shield)                                 |  | Services: Consumer                        |  | L+9.00%                    |  | 10.25                     | %   | 7/1/2020   |  |           | 3,000   |  |                    |   | 2,988   |                     |  |   | 2,950                  | 
|Physiotherapy Corporation                                                    |  | Healthcare & Pharmaceuticals              |  | L+8.50%                    |  | 9.50                      | %   | 6/3/2022   |  |           | 5,000   |  |                    |   | 4,953   |                     |  |   | 5,000                  | 
|Rocket Dog Brands, LLC (g)                                                   |  | Consumer Goods: Non-Durable               |  | n/a                        |  | 15.00% PIK                |     | 5/1/2020   |  |           | 1,673   |  |                    |   | 1,673   |                     |  |   | 570                    | 
|Sterling Infosystems, Inc.                                                   |  | Services: Business                        |  | L+7.75%                    |  | 8.75                      | %   | 6/19/2023  |  |           | 5,000   |  |                    |   | 4,952   |                     |  |   | 4,956                  | 
|SCP TPZ Acquisition,
    Inc.                                                |  | Media: Diversified
    & Production       |  | L+8.25%                    |  | 9.25                      | %   | 5/29/2022  |  |           | 5,000   |  |                    |   | 4,928   |                     |  |   | 4,925                  | 
|Total
    Junior Secured Loans                                               |  |                                           |  |                            |  |                           |     |            |  |           | 66,083  |  |                    |   | 64,948  |                     |  |   | 63,388                 | 





9







|Equity Securities                                                                                                         |  |                                           |  |     |  |            |     |            |  |  |   |  |  |   |         |  |  |   |         |  |  |  |       |  
|------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- |  | --- |  | ---------- | --- | ---------- |  |  | - |  |  | - | ------- |  |  | - | ------- |  |  |  | ----- | -
|American Community Homes, Inc. (warrant to purchase
    up to 9.0% of the equity) (p)                                     |  | Banking, Finance, Insurance & Real Estate |  | -   |  | -          | (t) | 10/9/2024  |  |  | - |  |  |   | -       |  |  |   | 353     |  |  |  | 0.2   | %
|BookIt Operating LLC (warrant to purchase up
    to 3.0% of the equity) (p)                                               |  | Hotels, Gaming & Leisure                  |  | -   |  | -          | (t) | 12/21/2023 |  |  | - |  |  |   | -       |  |  |   | 587     |  |  |  | 0.3   | %
|Collaborative Neuroscience Network, LLC (warrant
    to purchase up to 1.67 LLC units) (p)                                |  | Healthcare & Pharmaceuticals              |  | -   |  | -          | (t) | 12/27/2022 |  |  | - |  |  |   | -       |  |  |   | 147     |  |  |  | 0.1   | %
|Cyalume Technologies Holdings, Inc. - Series
    D Preferred Stock (3.06 shares) (p)                                      |  | Aerospace & Defense                       |  | -   |  | -          | (t) | -          |  |  | - |  |  |   | -       |  |  |   | 449     |  |  |  | 0.2   | %
|Education Corporation of America - Series G Preferred
    Stock (8,333 shares) (p)                                        |  | Services: Consumer                        |  | n/a |  | 12.00      | %   | -          |  |  | - |  |  |   | 8,125   |  |  |   | 8,345   |  |  |  | 4.5   | %
|InMobi Pte, Ltd. (represents the right to purchase
    0.42% of the equity) (k) (p)                                       |  | Media: Advertising, Printing & Publishing |  | -   |  | -          | (t) | 9/18/2025  |  |  | - |  |  |   | -       |  |  |   | 108     |  |  |  | 0.1   | %
|O'Brien Industrial Holdings, LLC (warrants to
    purchase up to 2.44% of certain affiliated entities of the company) (p) |  | Metals & Mining                           |  | -   |  | -          | (t) | 5/13/2024  |  |  | - |  |  |   | -       |  |  |   | -       |  |  |  | 0.0   | %
|Output Services Group, Inc. (warrant to purchase
    up to 3.89% of the common stock) (p)                                 |  | Services: Business                        |  | -   |  | -          | (t) | 12/17/2022 |  |  | - |  |  |   | -       |  |  |   | 450     |  |  |  | 0.2   | %
|Playtime, LLC - Preferred Units (8,665 units)
    (p)                                                                     |  | Hotels, Gaming & Leisure                  |  | -   |  | -          | (t) | -          |  |  | - |  |  |   | 200     |  |  |   | 64      |  |  |  | 0.0   | %
|Rocket Dog Brands, LLC - Common Units (75,502
    units) (g)                                                              |  | Consumer Goods: Non-Durable               |  | -   |  | -          | (t) | -          |  |  | - |  |  |   | -       |  |  |   | -       |  |  |  | 0.0   | %
|Rocket Dog Brands, LLC - Preferred Units (10
    units) (g)                                                               |  | Consumer Goods: Non-Durable               |  | -   |  | 15.00% PIK | (u) | -          |  |  | - |  |  |   | 967     |  |  |   | -       |  |  |  | 0.0   | %
|Rockdale Blackhawk, LLC - LLC Units (11.56% of
    the LLC interest) (g)                                                  |  | Healthcare & Pharmaceuticals              |  | -   |  | -          | (t) | -          |  |  | - |  |  |   | 1,093   |  |  |   | 8,184   |  |  |  | 4.4   | %
|Summit Container Corporation (warrant to purchase
    up to 19.50% of the equity) (g)                                     |  | Containers, Packaging & Glass             |  | -   |  | -          | (t) | 1/6/2024   |  |  | - |  |  |   | -       |  |  |   | -       |  |  |  | 0.0   | %
|The Sandbox Group LLC (warrant to purchase up
    to 1.0% of the equity) (p)                                              |  | Media: Advertising, Printing & Publishing |  | -   |  | -          | (t) | -          |  |  | - |  |  |   | -       |  |  |   | 277     |  |  |  | 0.2   | %
|The Tie Bar Operating Company, LLC - Class A
    Preferred Units (1,275 units) (p)                                        |  | Retail                                    |  | -   |  | -          | (t) | -          |  |  | - |  |  |   | 86      |  |  |   | 90      |  |  |  | 0.1   | %
|The Tie Bar Operating Company, LLC - Class B
    Preferred Units (1,275 units) (p)                                        |  | Retail                                    |  | -   |  | -          | (t) | -          |  |  | - |  |  |   | 1       |  |  |   | -       |  |  |  | 0.0   | %
|TPP Acquisition,
    Inc. (829 shares of common stock) (o)                                                                |  | Retail                                    |  | -   |  | -          | (t) | -          |  |  | - |  |  |   | -       |  |  |   | -       |  |  |  | 0.0   | %
|Total
    Equity Securities                                                                                               |  |                                           |  |     |  |            |     |            |  |  |   |  |  |   | 10,472  |  |  |   | 19,054  |  |  |  | 10.3  | %
|TOTAL INVESTMENTS                                                                                                         |  |                                           |  |     |  |            |     |            |  |  |   |  |  | $ | 342,738 |  |  | $ | 341,091 |  |  |  | 184.8 | %










| | (a) | All of our investments are issued by eligible U.S. portfolio companies, as defined in the Investment Company Act of 1940 (the
“1940 Act”) except for InMobi Pte, Ltd. which is an international company headquartered in California.  All
investments are non-controlled/non-affiliate company investments, unless otherwise noted.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate
(“LIBOR” or “L”) or Prime Rate (“Prime” or “P”) which reset daily, monthly, quarterly,
or semiannually. For each such investment the Company has provided the spread over LIBOR or Prime and the current contractual interest
rate in effect at December 31, 2015. Certain investments are subject to a LIBOR or Prime interest rate floor.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Because there is no readily available market value for these investments, the fair value of these investments is determined
in good faith by our board of directors as required by the Investment Company Act of 1940. (See Note 4 in the accompanying notes
to the consolidated financial statements.)
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Percentages are based on net assets of $184,535 as of December 31, 2015.
| | --- | ------------------------------------------------------------------------

| | (e) | A portion of this loan (principal of $4,679) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation
SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | All or a portion of this commitment was unfunded at December 31, 2015. As such, interest is earned only on the funded portion
of this commitment.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of the portfolio company as it owns
five percent or more of the portfolio company's voting securities. See Note 5 in the accompanying notes to the consolidated financial
statements for additional information on transactions in which the issuer was an Affiliated Person (but not a portfolio company
that the Company is deemed to control).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) | All of this loan is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP and is therefore
not collateral to the Company’s revolving credit facility.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | A portion of this loan (principal of $2,532) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation
SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j) | This delayed draw loan requires that certain financial covenants be met by the portfolio company prior to any fundings.
| | --- | -----------------------------------------------------------------------------------------------------------------------

| | (k) | This investment is treated as a non-qualifying investment under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company
may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70%
of the Company’s total assets. As of December 31, 2015, non-qualifying assets totaled 1.60% of the Company’s total
assets.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l) | A portion of this loan (principal of $4,394) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation
SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m) | The sale of a portion of this loan does not qualify for sale accounting under ASC Topic 860 — Transfers and Servicing,
and therefore, the entire unitranche loan asset remains in the Consolidated Schedule of Investments.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (n) | A portion of this loan (principal of $5,500) is held in the Company’s wholly-owned subsidiary, Monroe Capital Corporation
SBIC, LP and is therefore not collateral to the Company’s revolving credit facility.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (o) | As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and to “Control”
this portfolio company as it owns more than 25% percent of the portfolio company’s voting securities. See Note 5 in the accompanying
notes to the consolidated financial statements for additional information on transactions in which the issuer was both an Affiliated
Person and a portfolio company that the Company is deemed to Control.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (p) | Represents less than 5% ownership of the portfolio company’s voting securities.
| | --- | -------------------------------------------------------------------------------

| | (q) | The PIK portion of the interest rate for Landpoint, LLC is structured as a guaranteed fee paid upon the termination of the
commitment. The fee accrues at 2.25% per annum and is subject to a minimum payment upon termination of $338.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (r) | A portion of the PIK interest rate for TRG, LLC is structured as a guaranteed fee paid upon the termination of the commitment.
The fee accrues at 5.92% per annum and is subject to an estimated minimum payment upon termination of $891.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (s) | The PIK portion of the interest rate for Gracelock Industries, LLC is structured as a fee paid upon the termination of the
commitment. The fee accrues at 2.55% per annum.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (t) | Represents a non-income producing security.
| | --- | -------------------------------------------

| | (u) | This position includes a PIK dividend and is currently on non-accrual status.
| | --- | -----------------------------------------------------------------------------

n/a - not applicable



See Notes to Consolidated Financial Statements.



10







MONROE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(in thousands, except share and per share
data)



Note 1. Organization and Principal Business



Monroe Capital Corporation (“Monroe
Capital” and together with its subsidiaries, the “Company”) was formed in February 2011 to act as an externally
managed non-diversified, closed-end management investment company and has elected to be treated as a business development company
under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company had no substantive operating activities
prior to October 24, 2012, the date of its initial public offering. Monroe Capital’s investment objective is to maximize
the total return to its stockholders in the form of current income and capital appreciation through investment in senior secured,
junior secured and unitranche (a combination of senior secured and junior secured debt in the same facility) debt and, to a lesser
extent, unsecured subordinated debt and equity investments. Monroe Capital is managed by Monroe Capital BDC Advisors, LLC (“MC
Advisors”), a registered investment adviser under the Investment Advisers Act of 1940, as amended. In addition, for U.S.
federal income tax purposes, Monroe Capital has elected to be treated as a regulated investment company (“RIC”) under
Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).



On February 28, 2014, the Company’s
wholly-owned subsidiary, Monroe Capital Corporation SBIC, LP (“MRCC SBIC”), a Delaware limited partnership, received
a license from the Small Business Administration (“SBA”) to operate as a Small Business Investment Company (“SBIC”)
under Section 301(c) of the Small Business Investment Act of 1958, as amended. MRCC SBIC commenced operations on September 16,
2013. As of September 30, 2016, MRCC SBIC had $60,000 in regulatory capital, $20,000 in leveragable capital and $40,000 in SBA-guaranteed
debentures outstanding. On April 13, 2016, MRCC SBIC was approved by the SBA for an additional $75,000 in SBA-guaranteed debentures.
See Note 7 for additional information.



On July 25, 2016, the Company closed a public
offering of 3,100,000 shares of its common stock at a public offering price of $15.50 per share, raising approximately $48,050
in gross proceeds. On August 3, 2016, the Company sold an additional 465,000 shares of its common stock, at a public offering price
of $15.50 per share, raising approximately $7,208 in gross proceeds pursuant to the underwriters’ exercise of the over-allotment
option. Aggregate underwriters’ discounts and commissions were $2,210 and offering costs were $493, resulting in net proceeds
of $52,555.



Note 2. Summary of Significant Accounting Policies



Basis of Presentation



The accompanying consolidated financial
statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of
America (“GAAP”). The accompanying consolidated financial statements of the Company and related financial information
have been prepared pursuant to the requirements for reporting on Form 10-Q and Articles 6 or 10 of Regulation S-X. The Company
has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 — Financial
Services — Investment Companies (“ASC Topic 946”). Certain prior period amounts have been reclassified
to conform to the current period presentation.



Use of Estimates



The preparation of the consolidated financial
statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements
and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.



Consolidation



As permitted under Regulation S-X and ASC
Topic 946, the Company will generally not consolidate its investment in a portfolio company other than an investment company subsidiary
or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated
the results of the Company’s wholly-owned subsidiaries in its consolidated financial statements. All intercompany balances
and transactions have been eliminated.



Fair Value of Financial Instruments



The Company applies fair value to substantially
all of its financial instruments in accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC
Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value, and requires disclosures
for fair value measurements, including the categorization of financial instruments into a three-level hierarchy based on the transparency
of valuation inputs. See Note 4 to the consolidated financial statements for further discussion regarding the fair value measurements
and hierarchy.



11







ASC Topic 820 requires disclosure of the
fair value of financial instruments for which it is practical to estimate such value. The Company believes that the carrying amounts
of its other financial instruments such as cash, receivables and payables approximate the fair value of such items due to the short
maturity of such instruments.



Revenue Recognition



The Company’s revenue recognition
policies are as follows:



Investments and related investment income:
Interest and dividend income is recorded on the accrual basis to the extent that the Company expects to collect such amounts. Interest
income is accrued based upon the outstanding principal amount and contractual terms of debt and preferred equity investments. Interest
is accrued on a daily basis. All other income is recorded into income when earned. The Company records prepayment fees and amendment
fees on loans as interest income in the period earned. For the three and nine months ended September 30, 2016, interest income
included $220 and $1,067 of prepayment and amendment fees, respectively. For the three and nine months ended September 30, 2015,
interest income included $117 and $1,242 of prepayment and amendment fees, respectively.



Dividend income on preferred equity securities
is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are
expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies.
Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments
is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company
will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated
tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital
are recorded as a reduction in the cost basis of the investment. For the three and nine months ended September 30, 2016, the Company
recorded dividend income of $1,384 and $4,297, respectively. For both the three and nine months ended September 30, 2015, the Company
recorded dividend income of $75.



Loan origination fees, original issue discount
and market discount or premiums are capitalized, and the Company then amortizes such amounts using the effective interest method
as interest income over the life of the investment. Unamortized discounts and loan origination fees totaled $5,955 and $6,340 as
of September 30, 2016 and December 31, 2015, respectively. Upfront loan origination and closing fees received for the three and
nine months ended September 30, 2016 totaled $694 and $2,190, respectively. For the three and nine months ended September 30, 2015,
upfront loan origination and closing fees received totaled $1,102 and $2,650, respectively. For the three and nine months ended
September 30, 2016, interest income included $383 and $1,137 of accretion of loan origination fees, original issue discounts and
market discounts or premiums, respectively. For the three and nine months ended September 30, 2015, interest income included $308
and $787 of accretion of loan origination fees, original issue discounts and market discounts or premiums, respectively. Upon the
prepayment of a loan or debt security, any unamortized premium or discount or loan origination fees are recorded as interest income.
For the three and nine months ended September 30, 2016, interest income included $227 and $836 of unamortized discount or loan
origination fees recorded as interest income upon prepayment of a loan or debt security, respectively. For the three and nine months
ended September 30, 2015, interest income included $159 and $930 of unamortized discount or loan origination fees recorded as interest
income upon prepayment of a loan or debt security, respectively.



The Company has certain investments in its
portfolio that contain a payment-in-kind (“PIK”) interest provision, which represents contractual interest or dividends
that are added to the principal balance and recorded as income. For the three and nine months ended September 30, 2016, interest
income included $600 and $1,430 of PIK interest, respectively. For the three and nine months ended September 30, 2015, interest
income included $453 and $1,494 of PIK interest, respectively. The Company stops accruing PIK interest when it is determined that
PIK interest is no longer collectible. To maintain RIC tax treatment, and to avoid corporate tax, substantially all of this income
must be paid out to stockholders in the form of distributions, even though the Company has not yet collected the cash.



Investment transactions are recorded on
a trade-date basis. Realized gains or losses on portfolio investments are calculated based upon the difference between the net
proceeds from the disposition and the amortized cost basis of the investment, without regard to unrealized gains and losses previously
recognized. Realized gains and losses are recorded within net realized gain (loss) on investments in the consolidated statements
of operations. Changes in the fair value of investments from the prior period, as determined by the Company’s board of directors
(the “Board”) through the application of the Company’s valuation policy, are included within net change in unrealized
appreciation (depreciation) on investments in the consolidated statements of operations.



Non-accrual: Loans or preferred equity
securities are placed on non-accrual status when principal, interest or dividend payments become materially past due, or when there
is reasonable doubt that principal, interest or dividends will be collected. Interest payments received on non-accrual loans may
be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual
status when past due principal, interest or dividends are paid and, in management’s judgment, are likely to remain current.
On January 1, 2016, the Company placed its loan investments in TPP Acquisition, Inc. on non-accrual status. During the three and
nine months ended September 30, 2016, the Company received interest payments from TPP Acquisition, Inc. totaling $20 and $30, respectively,
which were recognized as interest income. Prior to placing TPP Acquisition Inc. on non-accrual status there were no other loan
investments on non-accrual status. The Company’s preferred unit investment in Rocket Dog Brands LLC, which has a stated PIK
interest rate, continues to remain on non-accrual status, and no dividend income was recorded related to this investment for the
three and nine months ended September 30, 2016 and 2015. The fair value of the Company’s investments on non-accrual status
totaled $6,249 and zero at September 30, 2016 and December 31, 2015, respectively.



12







Partial loan sales: The Company follows
the guidance in ASC Topic 860 — Transfers and Servicing (“ASC Topic 860”), when accounting for
loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the
definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations
or other partial loan sales which do not meet the definition of a participating interest remain on the Company’s consolidated
statements of assets and liabilities and the proceeds are recorded as a secured borrowing until the definition is met. For these
partial loan sales, the interest earned on the entire loan balance is recorded within “interest income” and the interest
earned by the buyer in the partial loan sale is recorded within “interest and other debt financing expenses” in the
accompanying consolidated statements of operations. Changes in the fair value of secured borrowings from the prior period, as determined
by the Board through the application of the Company’s valuation policy, are included as changes in unrealized appreciation
(depreciation) on secured borrowings in the consolidated statements of operations. See Note 7 “Secured Borrowings”
for additional information.



Distributions



Distributions to common stockholders are
recorded on the record date. The amount, if any, to be distributed is determined by the Board each quarter and is generally based
upon the earnings estimated by management. Net realized capital gains, if any, are generally distributed at least annually, although
the Company may decide to retain such capital gains for investment.



The determination of the tax attributes
for the Company’s distributions is made annually, based upon its taxable income for the full year and distributions paid
for the full year. Ordinary dividend distributions from a RIC do not qualify for the preferential tax rate on qualified dividend
income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in
the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions
will generally include both ordinary income and capital gains, but may also include qualified dividends or return of capital.



The Company has adopted a dividend reinvestment
plan (“DRIP”) that provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has
elected to receive dividends in cash. As a result, if the Company declares a cash dividend, the Company’s stockholders who
have not “opted out” of the DRIP at least three days prior to the dividend payment date will have their cash dividend
automatically reinvested into additional shares of the Company’s common stock. The Company has the option to satisfy the
share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases of common stock
by the DRIP plan administrator. Newly issued shares are valued based upon the final closing price of the Company’s common
stock on a date determined by the Board. Shares purchased in the open market to satisfy the DRIP requirements will be valued based
upon the average price of the applicable shares purchased by the DRIP plan administrator, before any associated brokerage or other
costs. See Note 8 regarding distributions for additional information.



Earnings per Share



In accordance with the provisions of ASC
Topic 260 — Earnings per Share (“ASC Topic 260”), basic earnings per share is computed by dividing earnings
available to common stockholders by the weighted average number of shares outstanding during the period. The weighted average shares
outstanding utilized in the calculation of earnings per share take into account share issues on the issuance date and the Company’s repurchases of its common stock on the repurchase date. See Note 9 for additional
information on the Company’s share issuances and repurchases. For the periods presented in these consolidated financial statements,
there were no potentially dilutive common shares issued.



Segments



In accordance with ASC Topic 280 —
Segment Reporting, the Company has determined that it has a single reporting segment and operating unit structure.



Cash



The Company deposits its cash in a financial
institution and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits.



Restricted Cash



Restricted cash includes amounts held within
MRCC SBIC. Cash held within an SBIC is generally restricted to the originations of new loans from the SBIC and the payment of SBA
debentures and related interest expense.



Unamortized Deferred Financing Costs



Deferred financing costs represent fees
and other direct incremental costs incurred in connection with the Company’s borrowings. As of September 30, 2016 and December
31, 2015, the Company had unamortized deferred financing costs of $3,883 and $3,569, respectively, presented as a direct reduction
of the carrying amount of debt on the consolidated statements of assets and liabilities. These amounts are amortized and included
in interest expense in the consolidated statements of operations over the estimated average life of the borrowings. Amortization
of deferred financing costs for the three and nine months ended September 30, 2016 was $222 and $603, respectively. Amortization
of deferred financing costs for the three and nine months ended September 30, 2015 was $185 and $553, respectively.



13







Offering Costs



Offering costs include, among other things,
fees paid in relation to legal, accounting, regulatory and printing work completed in preparation of equity offerings. Offering
costs are charged against the proceeds from equity offerings within the consolidated statements of changes in net assets. As of
September 30, 2016 and December 31, 2015, other assets on the consolidated statements of assets and liabilities included $270 and
$358, respectively, of deferred offering costs which will be charged against the proceeds from further equity offerings when received.



Income Taxes



The Company has elected to be treated as
a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment available to RICs. To maintain
qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements
and distribute to stockholders, for each taxable year, at least 90% of the Company’s “investment company taxable income,”
which is generally the Company’s net ordinary income plus the excess, if any, of realized net short-term capital gains over
realized net long-term capital losses. If the Company qualifies as a RIC and satisfies the annual distribution requirement, the
Company will not have to pay corporate-level federal income taxes on any income that the Company distributes to its stockholders.
The Company intends to make distributions in an amount sufficient to maintain RIC status each year and to avoid any federal income
taxes on income. The Company will also be subject to nondeductible federal excise taxes if the Company does not distribute at least
98% of net ordinary income, 98.2% of any capital gain net income, if any, and any recognized and undistributed income from prior
years for which it paid no federal income taxes. To the extent that the Company determines that its estimated current year annual
taxable income may exceed estimated current year dividend distributions, the Company accrues excise tax, if any, calculated as
4% of the estimated excess taxable income as taxable income is earned. For the three and nine months ended September 30, 2016,
$342 and $429, respectively, were recorded on the consolidated statements of operations for U.S. federal excise taxes, respectively.
For the three and nine months ended September 30, 2015, zero and $3 was recorded for U.S. federal excise taxes, respectively. As
of September 30, 2016 and December 31, 2015, payables for excise taxes of $225 and $80, respectively, were included in accounts
payable and accrued expenses on the consolidated statements of assets and liabilities.



The Company accounts for income taxes in
conformity with ASC Topic 740 — Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for
how uncertain tax positions should be recognized, measured, presented and disclosed in the consolidated financial statements. ASC
Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine
whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits
of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. It is
the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense.
There were no material uncertain income tax positions through September 30, 2016. The 2012 through 2015 tax years remain subject
to examination by U.S. federal and state tax authorities.



Subsequent Events



The Company has evaluated the need for disclosures
and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued. There have
been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required
to be recognized in the consolidated financial statements as of and for the nine months ended September 30, 2016.



Recent Accounting Pronouncements



In May 2014, the FASB issued Accounting
Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) (“ASU 2014-09”).
The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with
a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate
the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies
a performance obligation.



ASU 2014-09 also specified the accounting
for some costs to obtain or fulfill a contract with a customer. In addition, ASU 2014-09 requires that an entity disclose sufficient
information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash
flows arising from contracts with customers. The initial effective date of ASU 2014-09 was for fiscal periods beginning after December
15, 2016. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (ASC Topic 606): Deferral
of the Effective Date, which deferred the effective date to fiscal periods beginning after December 15, 2017. Management is
currently evaluating the impact these changes will have on the Company’s consolidated financial statements and disclosures.



In February 2015, the FASB issued ASU 2015-02,
Consolidation (ASC Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 significantly
changes the consolidation analysis required under GAAP and ends the deferral granted to investment companies from applying the
variable interest entity guidance. ASU 2015-02 is effective for interim and annual reporting periods in fiscal years that begin
after December 15, 2015 and early adoption is permitted. The Company has adopted ASU 2015-02 and the adoption did not have a material
impact on the Company’s consolidated financial statements and disclosures.



In April 2015, the FASB issued ASU No. 2015-03,
Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”).
ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the statements of assets and
liabilities as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition
and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU 2015-03 is effective for fiscal
years that begin after December 15, 2015 and early adoption is permitted. The Company has adopted ASU 2015-03 and the revised presentation
is reflected in the Company’s consolidated financial statements for the periods presented.



14







In January 2016, the FASB issued ASU 2016-01,
Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial
Liabilities (“ASU 2016-01”). ASU 2016-01 retains many current requirements for the classification and measurement
of financial instruments; however, it significantly revises an entity’s accounting related to (1) the classification and
measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities
measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments.
This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted
for public business entities. Management is currently evaluating the impact these changes will have on the Company’s consolidated
financial statements and disclosures.



Note 3. Investments



The following tables show the composition
of the investment portfolio, at amortized cost and fair value (with corresponding percentage of total portfolio investments):



|                     |  | September 30, 2016 |         |  | December 31, 2015 | 
|-------------------- |  | ------------------ | ------- |  | ----------------- | 
|Amortized Cost:      |  |                    |         |  |                   | 
|Senior secured loans |  | $                  | 248,881 |  |                   | 
|Unitranche loans     |  |                    | 57,877  |  |                   | 
|Junior secured loans |  |                    | 61,919  |  |                   | 
|Equity securities    |  |                    | 10,473  |  |                   | 
|Total                |  | $                  | 379,150 |  |                   | 



|                     |  | September 30, 2016 |         |  | December 31, 2015 | 
|-------------------- |  | ------------------ | ------- |  | ----------------- | 
|Fair Value:          |  |                    |         |  |                   | 
|Senior secured loans |  | $                  | 240,520 |  |                   | 
|Unitranche loans     |  |                    | 51,858  |  |                   | 
|Junior secured loans |  |                    | 60,694  |  |                   | 
|Equity securities    |  |                    | 23,584  |  |                   | 
|Total                |  | $                  | 376,656 |  |                   | 



The following tables show the composition
of the investment portfolio by geographic region, at amortized cost and fair value (with corresponding percentage of total portfolio
investments). The geographic composition is determined by the location of the corporate headquarters of the portfolio company,
which may not be indicative of the primary source of the portfolio company’s business:



|                |  | September 30, 2016 |         |  | December 31, 2015 | 
|--------------- |  | ------------------ | ------- |  | ----------------- | 
|Amortized Cost: |  |                    |         |  |                   | 
|International   |  | $                  | 6,667   |  |                   | 
|Mid-Atlantic    |  |                    | —       |  |                   | 
|Midwest         |  |                    | 56,306  |  |                   | 
|Northeast       |  |                    | 76,758  |  |                   | 
|South           |  |                    | 17,181  |  |                   | 
|Southeast       |  |                    | 51,745  |  |                   | 
|Southwest       |  |                    | 39,462  |  |                   | 
|West            |  |                    | 131,031 |  |                   | 
|Total           |  | $                  | 379,150 |  |                   | 



|              |  | September 30, 2016 |         |  | December 31, 2015 | 
|------------- |  | ------------------ | ------- |  | ----------------- | 
|Fair Value:   |  |                    |         |  |                   | 
|International |  | $                  | 6,724   |  |                   | 
|Mid-Atlantic  |  |                    | —       |  |                   | 
|Midwest       |  |                    | 56,801  |  |                   | 
|Northeast     |  |                    | 78,400  |  |                   | 
|South         |  |                    | 17,199  |  |                   | 
|Southeast     |  |                    | 52,907  |  |                   | 
|Southwest     |  |                    | 42,266  |  |                   | 
|West          |  |                    | 122,359 |  |                   | 
|Total         |  | $                  | 376,656 |  |                   | 



15







The following tables show the composition
of the investment portfolio by industry, at amortized cost and fair value (with corresponding percentage of total portfolio investments):



|                                          |  | September 30, 2016 |         |  | December 31, 2015 | 
|----------------------------------------- |  | ------------------ | ------- |  | ----------------- | 
|Amortized Cost:                           |  |                    |         |  |                   | 
|Aerospace & Defense                       |  | $                  | 9,891   |  |                   | 
|Automotive                                |  |                    | 12,428  |  |                   | 
|Banking, Finance, Insurance & Real Estate |  |                    | 34,539  |  |                   | 
|Beverage, Food & Tobacco                  |  |                    | 12,722  |  |                   | 
|Chemicals, Plastics & Rubber              |  |                    | 3,947   |  |                   | 
|Construction & Building                   |  |                    | 18,939  |  |                   | 
|Consumer Goods: Durable                   |  |                    | 3,636   |  |                   | 
|Consumer Goods: Non-Durable               |  |                    | 44,472  |  |                   | 
|Containers, Packaging & Glass             |  |                    | 3,602   |  |                   | 
|Energy: Oil & Gas                         |  |                    | 8,121   |  |                   | 
|Environmental Industries                  |  |                    | 3,697   |  |                   | 
|Healthcare & Pharmaceuticals              |  |                    | 37,474  |  |                   | 
|High Tech Industries                      |  |                    | 15,464  |  |                   | 
|Hotels, Gaming & Leisure                  |  |                    | 37,729  |  |                   | 
|Media: Advertising, Printing & Publishing |  |                    | 6,667   |  |                   | 
|Media: Broadcasting & Subscription        |  |                    | 17,893  |  |                   | 
|Media: Diversified & Production           |  |                    | 4,935   |  |                   | 
|Metals & Mining                           |  |                    | 5,212   |  |                   | 
|Retail                                    |  |                    | 36,193  |  |                   | 
|Services: Business                        |  |                    | 28,737  |  |                   | 
|Services: Consumer                        |  |                    | 24,995  |  |                   | 
|Utilities: Electric                       |  |                    | 2,970   |  |                   | 
|Wholesale                                 |  |                    | 4,887   |  |                   | 
|Total                                     |  | $                  | 379,150 |  |                   | 



|                                          |  | September 30, 2016 |         |  | December 31, 2015 | 
|----------------------------------------- |  | ------------------ | ------- |  | ----------------- | 
|Fair Value:                               |  |                    |         |  |                   | 
|Aerospace & Defense                       |  | $                  | 10,836  |  |                   | 
|Automotive                                |  |                    | 8,154   |  |                   | 
|Banking, Finance, Insurance & Real Estate |  |                    | 36,305  |  |                   | 
|Beverage, Food & Tobacco                  |  |                    | 12,309  |  |                   | 
|Chemicals, Plastics & Rubber              |  |                    | 4,040   |  |                   | 
|Construction & Building                   |  |                    | 19,150  |  |                   | 
|Consumer Goods: Durable                   |  |                    | 3,660   |  |                   | 
|Consumer Goods: Non-Durable               |  |                    | 41,332  |  |                   | 
|Containers, Packaging & Glass             |  |                    | 3,581   |  |                   | 
|Energy: Oil & Gas                         |  |                    | 8,060   |  |                   | 
|Environmental Industries                  |  |                    | 3,787   |  |                   | 
|Healthcare & Pharmaceuticals              |  |                    | 48,351  |  |                   | 
|High Tech Industries                      |  |                    | 14,494  |  |                   | 
|Hotels, Gaming & Leisure                  |  |                    | 37,934  |  |                   | 
|Media: Advertising, Printing & Publishing |  |                    | 6,724   |  |                   | 
|Media: Broadcasting & Subscription        |  |                    | 18,396  |  |                   | 
|Media: Diversified & Production           |  |                    | 4,956   |  |                   | 
|Metals & Mining                           |  |                    | 5,366   |  |                   | 
|Retail                                    |  |                    | 26,763  |  |                   | 
|Services: Business                        |  |                    | 29,650  |  |                   | 
|Services: Consumer                        |  |                    | 25,227  |  |                   | 
|Utilities: Electric                       |  |                    | 2,996   |  |                   | 
|Wholesale                                 |  |                    | 4,585   |  |                   | 
|Total                                     |  | $                  | 376,656 |  |                   | 



Note 4. Fair Value Measurements



Investments



The Company values all investments in accordance
with ASC Topic 820. ASC Topic 820 requires enhanced disclosures about assets and liabilities that are measured and reported at
fair value. As defined in ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date.



ASC Topic 820 establishes a hierarchal disclosure
framework which prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value.
Market price observability is affected by a number of factors, including the type of investment and the characteristics specific
to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively
quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring
fair value.



16







Based on the observability of the inputs
used in the valuation techniques, the Company is required to provide disclosures on fair value measurements according to the fair
value hierarchy. The fair value hierarchy ranks the observability of the inputs used to determine fair values. Investments carried
at fair value are classified and disclosed in one of the following three categories:



| | · | Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Level 2 — Valuations based on inputs other than quoted prices in active markets, which are either directly or indirectly observable.
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | · | Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The inputs into the determination of fair value may require significant management judgment or estimation. Such information may be the result of consensus pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



With respect to investments for which market
quotations are not readily available, the Company’s Board undertakes a multi-step valuation process each quarter, as described
below:



| | · | the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of MC Advisors responsible for the portfolio investment;                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                   
| | · | preliminary valuation conclusions are then documented and discussed with the investment committee of the Company;                                                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                                                   
| | · | the Board also engages one or more independent valuation firm(s) to conduct independent appraisals of a selection of investments for which market quotations are not readily available. The Company will consult with independent valuation firm(s) relative to each portfolio company at least once in every calendar year, but are generally received quarterly;
| |   |                                                                                                                                                                                                                                                                                                                                                                   
| | · | the audit committee of the Board reviews the preliminary valuations of MC Advisors and of the independent valuation firm(s) and responds and supplements the valuation recommendations to reflect any comments; and                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                   
| | · | the Board discusses these valuations and determines the fair value of each investment in the portfolio in good faith, based on the input of MC Advisors, the independent valuation firm(s) and the audit committee.                                                                                                                                               



The availability of valuation techniques
and observable inputs can vary from investment to investment and is affected by a wide variety of factors including the type of
investment, whether the investment is new and not yet established in the marketplace, and other characteristics particular to the
transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market,
the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may
be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent
uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had
a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value
is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different
levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which
the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair
value measurement.



Fair value is a market-based measure considered
from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are
not readily available, assumptions utilized in the valuation are set to reflect those that market participants would use in pricing
the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date,
including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced
for many securities. This condition could cause an investment to be reclassified to a lower level within the fair value hierarchy.



The accompanying consolidated schedules
of investments held by the Company consist primarily of private debt instruments (“Level 3 debt”). Management generally
uses the yield approach to determine fair value, as long as it is appropriate. If there is deterioration in credit quality or a
debt investment is in workout status, the Company may consider other factors in determining the fair value, including the value
attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in
a liquidation analysis. The Company considers its Level 3 debt to be performing loans if the borrower is not in default, the borrower
is remitting payments in a timely manner; the loan is in covenant compliance or is otherwise not deemed to be impaired. In determining
the fair value of the performing Level 3 debt, the Company considers fluctuations in current interest rates, the trends in yields
of debt instruments with similar credit ratings, financial condition of the borrower, economic conditions and other relevant factors,
both qualitative and quantitative. In the event that a Level 3 debt instrument is not performing, as defined above, the Company
will evaluate the value of the collateral utilizing the same framework described above for a performing loan to determine the value
of the Level 3 debt instrument.



17







Senior, unitranche and junior secured loans
are collateralized by tangible and intangible assets of the borrowers. These investments include loans to entities that have some
level of challenge in obtaining financing from other, more conventional institutions, such as a bank. Interest rates on these loans
are either fixed or floating, and are based on current market conditions and credit ratings of the borrower. The contractual interest
rates on the loans ranged between 5.75% and 17.00% at September 30, 2016 and 6.00% and 18.92% at December 31, 2015. The maturity
dates on the loans outstanding at September 30, 2016 range between October 2016 and August 2023. Management evaluates the collectability
of the loans on an ongoing basis based upon various factors including, but not limited to, the credit history of the borrower,
its financial status and its available collateral.



Under the yield approach, the Company uses
discounted cash flow models to determine the present value of the future cash flow streams of its debt investments, based on future
interest and principal payments as set forth in the associated loan agreements. In determining fair value under the yield approach,
the Company also considers the following factors: applicable market yields and leverage levels, credit quality, prepayment penalties,
the nature and realizable value of any collateral, the portfolio company’s ability to make payments, and changes in the interest
rate environment and the credit markets that generally may affect the price at which similar investments may be made. This evaluation
will be updated quarterly for Level 3 debt instruments that are performing and are not performing, respectively, and more frequently
for time periods where there are significant changes in the investor base or significant changes in the perceived value of the
underlying collateral. The collateral value will be analyzed on an ongoing basis using internal metrics, appraisals, third-party
valuation agents and other data as may be acquired and analyzed by the Company.



Under the market approach, the Company typically
uses the enterprise value methodology to determine the fair value of an investment. There is no one methodology to estimate enterprise
value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values, from which
the Company derives a single estimate of enterprise value. In estimating the enterprise value of a portfolio company, the Company
analyzes various factors consistent with industry practice, including but not limited to original transaction multiples, the portfolio
company’s historical and projected financial results, applicable market trading and transaction comparables, applicable market
yields and leverage levels, the nature and realizable value of any collateral, the markets in which the portfolio company does
business, and comparisons of financial ratios of peer companies that are public. Typically, the enterprise values of private companies
are based on multiples of earnings before interest, income taxes, depreciation and amortization (“EBITDA”), cash flows,
net income, revenues, or in limited cases, book value.



Under the income approach, the Company prepares
and analyzes discounted cash flow models based on projections of the future free cash flows (or earnings) of the portfolio company.
In determining the fair value under the income approach, the Company considers various factors including, but not limited to, the
portfolio company’s projected financial results, applicable market trading and transaction comparables, applicable market
yields and leverage levels, the markets in which the portfolio company does business, and comparisons of financial ratios of peer
companies that are public.



Secured Borrowings



The Company has elected the fair value option
under ASC Topic 825 — Financial Instruments (“ASC Topic 825”) relating to accounting for debt obligations
at their fair value for its secured borrowings which arose due to partial loan sales which did not meet the criteria for sale treatment
under ASC Topic 860. The Company reports changes in the fair value of its secured borrowings within net change in unrealized (appreciation)
depreciation on secured borrowings in the consolidated statements of operations. The net gain or loss reflects the difference between
the fair value and the principal amount due on maturity.



Due to the absence of a liquid trading market
for these secured borrowings, they are valued by calculating the net present value of the future expected cash flow streams using
an appropriate risk-adjusted discount rate model. The discount rate considers projected performance of the related loan investment,
applicable market yields and leverage levels, credit quality, prepayment penalties and comparable company analysis. The Company
consults with an independent valuation firm relative to the fair value of its secured borrowings at least once in every calendar
year.



Fair Value Disclosures



The following table presents fair value
measurements of investments and secured borrowings, by major class, as of September 30, 2016, according to the fair value hierarchy:



|                     |  | Fair Value Measurements |  
|-------------------- |  | ----------------------- | -
|                     |  | Level 1                 |  
|Investments:         |  |                         |  
|Senior secured loans |  | $                       | —
|Unitranche loans     |  |                         | —
|Junior secured loans |  |                         | —
|Equity securities    |  |                         | —
|Total Investments    |  | $                       | —
|                     |  |                         |  
|Secured borrowings   |  | $                       | —



The following table presents fair value
measurements of investments and secured borrowings, by major class, as of December 31, 2015, according to the fair value hierarchy:



|                     |  | Fair Value Measurements |  
|-------------------- |  | ----------------------- | -
|                     |  | Level 1                 |  
|Investments:         |  |                         |  
|Senior secured loans |  | $                       | —
|Unitranche loans     |  |                         | —
|Junior secured loans |  |                         | —
|Equity securities    |  |                         | —
|Total Investments    |  | $                       | —
|                     |  |                         |  
|Secured borrowings   |  | $                       | —



18







The following tables provide a reconciliation
of the beginning and ending balances for investments and secured borrowings that use Level 3 inputs for the three and nine months
ended September 30, 2016:



|                                                                           |  | Investments          |         |   |                  |  
|-------------------------------------------------------------------------- |  | -------------------- | ------- | - | ---------------- | -
|                                                                           |  | Senior secured loans |         |   | Unitranche loans |  
|Balance as of June 30, 2016                                                |  | $                    | 201,002 |   |                  | $
|Reclassifications                                                          |  |                      | —       |   |                  |  
|Net change in unrealized appreciation (depreciation) on investments        |  |                      | (2,739  | ) |                  |  
|Net realized gain (loss) on investments                                    |  |                      | —       |   |                  |  
|Purchases of investments and other adjustments to cost (1)                 |  |                      | 50,384  |   |                  |  
|Proceeds from principal payments and sales on investments  (2)             |  |                      | (8,127  | ) |                  |  
|Net change in unrealized appreciation (depreciation) on secured borrowings |  |                      | —       |   |                  |  
|Proceeds from secured borrowings                                           |  |                      | —       |   |                  |  
|Repayments on secured borrowings                                           |  |                      | —       |   |                  |  
|Balance as of September 30, 2016                                           |  | $                    | 240,520 |   |                  | $



|                                                                           |  | Investments          |         |   |                  |  
|-------------------------------------------------------------------------- |  | -------------------- | ------- | - | ---------------- | -
|                                                                           |  | Senior secured loans |         |   | Unitranche loans |  
|Balance as of December 31, 2015                                            |  | $                    | 190,559 |   |                  | $
|Reclassifications                                                          |  |                      | 6,525   |   |                  |  
|Net change in unrealized appreciation (depreciation) on investments        |  |                      | (3,360  | ) |                  |  
|Net realized gain (loss) on investments                                    |  |                      | —       |   |                  |  
|Purchases of investments and other adjustments to cost (1)                 |  |                      | 88,497  |   |                  |  
|Proceeds from principal payments and sales on investments  (2)             |  |                      | (41,701 | ) |                  |  
|Net change in unrealized appreciation (depreciation) on secured borrowings |  |                      | —       |   |                  |  
|Proceeds from secured borrowings                                           |  |                      | —       |   |                  |  
|Repayments on secured borrowings                                           |  |                      | —       |   |                  |  
|Balance as of September 30, 2016                                           |  | $                    | 240,520 |   |                  | $










|(1) | Includes purchases of new investments, effects of refinancing and restructurings, premium and discount accretion and amortization and PIK interest.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Represents net proceeds from investments sold and principal paydowns received.                                                                     





19







The following tables provide a reconciliation
of the beginning and ending balances for investments and secured borrowings that use Level 3 inputs for the three and nine months
ended September 30, 2015:



|                                                                           |  | Investments          |         |   |                  |  
|-------------------------------------------------------------------------- |  | -------------------- | ------- | - | ---------------- | -
|                                                                           |  | Senior secured loans |         |   | Unitranche loans |  
|Balance as of June 30, 2015                                                |  | $                    | 163,434 |   |                  | $
|Net change in unrealized appreciation (depreciation) on investments        |  |                      | (373    | ) |                  |  
|Net realized gain (loss) on investments                                    |  |                      | —       |   |                  |  
|Purchases of investments and other adjustments to cost (1)                 |  |                      | 30,484  |   |                  |  
|Proceeds from principal payments and sales on investments  (2)             |  |                      | (8,109  | ) |                  |  
|Net change in unrealized appreciation (depreciation) on secured borrowings |  |                      | —       |   |                  |  
|Proceeds from secured borrowings                                           |  |                      | —       |   |                  |  
|Repayments on secured borrowings                                           |  |                      | —       |   |                  |  
|Balance as of September 30, 2015                                           |  | $                    | 185,436 |   |                  | $



|                                                                           |  | Investments          |         |   |                  |  
|-------------------------------------------------------------------------- |  | -------------------- | ------- | - | ---------------- | -
|                                                                           |  | Senior secured loans |         |   | Unitranche loans |  
|Balance as of December 31, 2014                                            |  | $                    | 124,161 |   |                  | $
|Net change in unrealized appreciation (depreciation) on investments        |  |                      | 65      |   |                  |  
|Net realized gain (loss) on investments                                    |  |                      | —       |   |                  |  
|Purchases of investments and other adjustments to cost (1)                 |  |                      | 90,182  |   |                  |  
|Proceeds from principal payments and sales on investments  (2)             |  |                      | (28,972 | ) |                  |  
|Net change in unrealized appreciation (depreciation) on secured borrowings |  |                      | —       |   |                  |  
|Proceeds from secured borrowings                                           |  |                      | —       |   |                  |  
|Repayments on secured borrowings                                           |  |                      | —       |   |                  |  
|Balance as of September 30, 2015                                           |  | $                    | 185,436 |   |                  | $










|(1) | Includes purchases of new investments, effects of refinancing and restructurings, premium and discount accretion and amortization and PIK interest.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Represents net proceeds from investments sold and principal paydowns received.                                                                     





20









The total change in unrealized appreciation
(depreciation) included in the consolidated statements of operations within net change in unrealized appreciation (depreciation)
on investments for the three and nine months ended September 30, 2016, attributable to Level 3 investments still held at September
30, 2016, was ($1,821) and ($377), respectively. The total change in unrealized appreciation (depreciation) included in the consolidated
statements of operations within net change in unrealized appreciation (depreciation) on investments for the three and nine months
ended September 30, 2015, attributable to Level 3 investments still held at September 30, 2015, was $118 and $560, respectively.
The total change in unrealized (appreciation) depreciation included in the consolidated statements of operations within net change
in unrealized (appreciation) depreciation on secured borrowings for the three and nine months ended September 30, 2016, attributable
to Level 3 investments still held at September 30, 2016, was ($123) and ($36), respectively. The total change in unrealized (appreciation)
depreciation included in the consolidated statements of operations within net change in unrealized (appreciation) depreciation
on secured borrowings for the three and nine months ended September 30, 2015, attributable to Level 3 investments still held at
September 30, 2015, was ($43) and ($35), respectively. Reclassifications impacting Level 3 of the fair value hierarchy are reported
as transfers in or out of Level 3 as of the beginning of the period which the reclassifications occur. There were no transfers
among Levels 1, 2 and 3 during the three and nine months ended September 30, 2016 and 2015.



Significant Unobservable Inputs



ASC Topic 820 requires disclosure of quantitative
information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within
the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained
from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company
and as such, the disclosures provided below exclude those investments valued in that manner. The tables below are not intended
to be all-inclusive, but rather to provide information on significant unobservable inputs and valuation techniques used by the
Company.



The valuation techniques and significant
unobservable inputs used in recurring Level 3 fair value measurements of assets and liabilities as of September 30, 2016 were as
follows:





|                     |  |            |         |     |                     |                                                          |                    |                   |               |  |      | Range   | 
|-------------------- |  | ---------- | ------- | --- | ------------------- | -------------------------------------------------------- | ------------------ | ----------------- | ------------- |  | ---- | ------- | 
|                     |  | Fair Value |         |     | Valuation Technique |                                                          | Unobservable Input |                   | Weighted Mean |  |      | Minimum | 
|Assets:              |  |            |         |     |                     |                                                          |                    |                   |               |  |      |         | 
|Senior secured loans |  | $          | 199,008 |     |                     | Discounted cash flow                                     |                    | EBITDA multiples  |               |  | 6.3  | x       | 
|                     |  |            |         |     |                     |                                                          |                    | Market yields     |               |  | 11.6 | %       | 
|Senior secured loans |  |            | 1,157   |     |                     | Enterprise value                                         |                    | Revenue multiples |               |  | 0.5  | x       | 
|Senior secured loans |  |            | 6,249   |     |                     | Enterprise value                                         |                    | EBITDA multiples  |               |  | 3.8  | x       | 
|Unitranche loans     |  |            | 42,370  |     |                     | Discounted cash flow                                     |                    | EBITDA multiples  |               |  | 6.0  | x       | 
|                     |  |            |         |     |                     |                                                          |                    | Market yields     |               |  | 12.0 | %       | 
|Unitranche loans     |  |            | 5,359   |     |                     | Enterprise value                                         |                    | EBITDA multiples  |               |  | 6.0  | x       | 
|Unitranche loans     |  |            | 4,129   |     |                     | Combination of discounted cash flow and enterprise value |                    | EBITDA multiples  |               |  | 5.5  | x       | 
|                     |  |            |         |     |                     |                                                          |                    | Market yields     |               |  | 33.1 | %       | 
|Junior secured loans |  |            | 19,016  |     |                     | Discounted cash flow                                     |                    | EBITDA multiples  |               |  | 7.1  | x       | 
|                     |  |            |         |     |                     |                                                          |                    | Market yields     |               |  | 10.3 | %       | 
|Junior secured loans |  |            | -       |     |                     | Enterprise value                                         |                    | Revenue multiples |               |  | 0.5  | x       | 
|Equity securities    |  |            | 8,150   |     |                     | Discounted cash flow                                     |                    | EBITDA multiples  |               |  | 2.8  | x       | 
|                     |  |            |         |     |                     |                                                          |                    | Market yields     |               |  | 16.0 | %       | 
|Equity securities    |  |            | 15,434  |     |                     | Enterprise value                                         |                    | EBITDA multiples  |               |  | 2.9  | x       | 
|Total Level 3 Assets |  | $          | 300,872 | (1) |                     |                                                          |                    |                   |               |  |      |         | 
|                     |  |            |         |     |                     |                                                          |                    |                   |               |  |      |         | 
|Liabilities:         |  |            |         |     |                     |                                                          |                    |                   |               |  |      |         | 
|Secured Borrowings   |  | $          | 1,610   |     |                     | Discounted cash flow                                     |                    | Market yields     |               |  | 8.5  | %       | 












| | (1) | Excludes loans of $75,784 at fair value where valuation
(unadjusted) is obtained from a third-party pricing service for which such disclosure is not required.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------





21







The valuation techniques and significant
unobservable inputs used in recurring Level 3 fair value measurements of assets as of December 31, 2015 were as follows:





|                     |  |            |         |     |                     |                                                          |                    |                   |                  |  |      | Range   | 
|-------------------- |  | ---------- | ------- | --- | ------------------- | -------------------------------------------------------- | ------------------ | ----------------- | ---------------- |  | ---- | ------- | 
|                     |  | Fair Value |         |     | Valuation Technique |                                                          | Unobservable Input |                   | Weighted Average |  |      | Minimum | 
|Assets:              |  |            |         |     |                     |                                                          |                    |                   |                  |  |      |         | 
|Senior secured loans |  | $          | 163,078 |     |                     | Discounted cash flow                                     |                    | EBITDA multiples  |                  |  | 6.2  | x       | 
|                     |  |            |         |     |                     |                                                          |                    | Market yields     |                  |  | 12.3 | %       | 
|Senior secured loans |  |            | 1,182   |     |                     | Enterprise value                                         |                    | Revenue multiples |                  |  | 0.5  | x       | 
|Unitranche loans     |  |            | 49,620  |     |                     | Discounted cash flow                                     |                    | EBITDA multiples  |                  |  | 6.1  | x       | 
|                     |  |            |         |     |                     |                                                          |                    | Market yields     |                  |  | 13.6 | %       | 
|Unitranche loans     |  |            | 5,358   |     |                     | Combination of discounted cash flow and enterprise value |                    | EBITDA multiples  |                  |  | 4.3  | x       | 
|                     |  |            |         |     |                     |                                                          |                    | Market yields     |                  |  | 29.7 | %       | 
|Unitranche loans     |  |            | 6,526   |     |                     | Enterprise value                                         |                    | EBITDA multiples  |                  |  | 3.5  | x       | 
|Junior secured loans |  |            | 19,862  |     |                     | Discounted cash flow                                     |                    | EBITDA multiples  |                  |  | 6.8  | x       | 
|                     |  |            |         |     |                     |                                                          |                    | Market yields     |                  |  | 12.2 | %       | 
|Junior secured loans |  |            | 570     |     |                     | Enterprise value                                         |                    | Revenue multiples |                  |  | 0.5  | x       | 
|Equity securities    |  |            | 8,345   |     |                     | Discounted cash flow                                     |                    | EBITDA multiples  |                  |  | 3.8  | x       | 
|                     |  |            |         |     |                     |                                                          |                    | Market yields     |                  |  | 15.0 | %       | 
|Equity securities    |  |            | 10,709  |     |                     | Enterprise value                                         |                    | EBITDA multiples  |                  |  | 3.3  | x       | 
|Total Level 3 Assets |  | $          | 265,250 | (1) |                     |                                                          |                    |                   |                  |  |      |         | 
|                     |  |            |         |     |                     |                                                          |                    |                   |                  |  |      |         | 
|Liabilities:         |  |            |         |     |                     |                                                          |                    |                   |                  |  |      |         | 
|Secured borrowings   |  | $          | 2,476   |     |                     | Discounted cash flow                                     |                    | Market yields     |                  |  | 9.0  | %       | 










| | (1) | Excludes
loans of $75,841 at fair value where valuation (unadjusted) is obtained from a third-party pricing service for which such disclosure
is not required.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------





The significant unobservable inputs used
in the market approach of fair value measurement of the Company’s investments are the market multiples of EBITDA or revenue
of the comparable guideline public companies. The Company selects a population of public companies for each investment with similar
operations and attributes of the portfolio company. Using these guideline public companies’ data, a range of multiples of
enterprise value to EBITDA is calculated. The Company selects percentages from the range of multiples for purposes of determining
the portfolio company’s estimated enterprise value based on said multiple and generally the latest twelve months EBITDA of
the portfolio company (or other meaningful measure). Significant increases (decreases) in the multiple will result in an increase
(decrease) in enterprise value, resulting in an increase (decrease) in the fair value estimate of the investment.



The significant unobservable input used
in the income approach of fair value measurement of the Company’s investments is the discount rate used to discount the estimated
future cash flows expected to be received from the underlying investment, which include both future principal and interest payments.
Significant increases (decreases) in the discount rate would result in a decrease (increase) in the fair value estimate of the
investment. Included in the consideration and selection of discount rates are the following factors: risk of default, rating of
the investment and comparable investments, and call provisions.



Other Financial Assets and Liabilities



ASC Topic 820 requires disclosure of the
fair value of financial instruments for which it is practical to estimate such value. The Company believes that the carrying amounts
of its other financial instruments such as cash, receivables and payables approximate the fair value of such items due to the short
maturity of such instruments. Fair value of the Company’s revolving credit facility is estimated by discounting remaining
payments using applicable market rates or market quotes for similar instruments at the measurement date, if applicable. The Company
believes that the carrying value of its revolving credit facility approximates fair value. SBA-guaranteed debentures are carried
at cost and with their longer maturity dates, fair value is estimated by discounting remaining payments using current market rates
for similar instruments and considering such factors as the legal maturity date and the ability of market participants to prepay
the debentures. As of September 30, 2016 and December 31, 2015, the fair value of the Company’s SBA debentures using Level
3 inputs is estimated at $40,000 and $40,000, respectively, which is the same as the Company’s carrying value of the SBA
debentures.



22







Note 5. Transactions with Affiliated Companies



An affiliated company is a company in which
the Company has ownership of 5% or more of its voting securities. A controlled affiliate company is a company in which the Company
has ownership of more than 25% of its voting securities. Transactions related to the Company’s investments with affiliates
for the nine months ended September 30, 2016 and 2015 were as follows:



|Portfolio
    Company                                  |  | Fair
        valueatDecember31, 2015 |        |  | Purchases(cost) |   |       | Sales
        andpaydowns(cost) |  |   | PIKinterest(cost) |   |  | Discountaccretion |     |  | Netrealizedgains/(losses) |   |     | Netunrealizedgains/(losses) |  |   | FairvalueatSeptember
 30,2016 |  |  | Interestincome |        |   | Dividendincome |  
|------------------------------------------------------ |  | ------------------------------------ | ------ |  | --------------- | - | ----- | ------------------------------- |  | - | ----------------- | - |  | ----------------- | --- |  | ------------------------- | - | --- | --------------------------- |  | - | ----------------------------- |  |  | -------------- | ------ | - | -------------- | -
|Non-controlled
    affiliate company investments (1) : |  |                                      |        |  |                 |   |       |                                 |  |   |                   |   |  |                   |     |  |                           |   |     |                             |  |   |                               |  |  |                |        |   |                |  
|American
    Community Homes, Inc.                     |  | $                                    | 11,692 |  |                 | $ | 488   |                                 |  | $ | —                 |   |  | $                 | 153 |  |                           | $ | 44  |                             |  | $ | —                             |  |  | $              | 1,045  |   |                | $
|Rockdale
    Blackhawk LLC                             |  |                                      | 21,903 |  |                 |   | 462   |                                 |  |   | (2,187            | ) |  |                   | —   |  |                           |   | 140 |                             |  |   | —                             |  |  |                | 3,945  |   |                |  
|Rocket
    Dog Brands LLC                              |  |                                      | 1,752  |  |                 |   | 384   |                                 |  |   | (12               | ) |  |                   | 319 |  |                           |   | 7   |                             |  |   | —                             |  |  |                | (1,293 | ) |                |  
|Summit
    Container Corporation                       |  |                                      | 3,400  |  |                 |   | 137   |                                 |  |   | (141              | ) |  |                   | 48  |  |                           |   | 20  |                             |  |   | —                             |  |  |                | 117    |   |                |  
|Total
    non-controlled affiliate company investments |  | $                                    | 38,747 |  |                 | $ | 1,471 |                                 |  | $ | (2,340            | ) |  | $                 | 520 |  |                           | $ | 211 |                             |  | $ | —                             |  |  | $              | 3,814  |   |                | $
|Controlled
    affiliate company investments (1) :     |  |                                      |        |  |                 |   |       |                                 |  |   |                   |   |  |                   |     |  |                           |   |     |                             |  |   |                               |  |  |                |        |   |                |  
|TPP
    Acquisition, Inc.                              |  | $                                    | 6,525  |  |                 | $ | 4,769 |                                 |  | $ | (1,304            | ) |  | $                 | —   |  |                           | $ | —   |                             |  | $ | —                             |  |  | $              | (3,741 | ) |                | $
|Total
    controlled affiliate company investments     |  | $                                    | 6,525  |  |                 | $ | 4,769 |                                 |  | $ | (1,304            | ) |  | $                 | —   |  |                           | $ | —   |                             |  | $ | —                             |  |  | $              | (3,741 | ) |                | $



|Portfolio
    Company                                  |  | Fair
        valueatDecember31, 2014 |        |  | Purchases(cost) |   |        | Sales
        andpaydowns(cost) |  |   | PIKinterest(cost) |   |  | Discountaccretion |     |  | Netrealizedgains/(losses) |   |     | Netunrealizedgains/(losses) |  |   | FairvalueatSeptember
 30,2015 |  |  | Interestincome |        |   | Dividendincome |  
|------------------------------------------------------ |  | ------------------------------------ | ------ |  | --------------- | - | ------ | ------------------------------- |  | - | ----------------- | - |  | ----------------- | --- |  | ------------------------- | - | --- | --------------------------- |  | - | ----------------------------- |  |  | -------------- | ------ | - | -------------- | -
|Non-controlled
    affiliate company investments (1) : |  |                                      |        |  |                 |   |        |                                 |  |   |                   |   |  |                   |     |  |                           |   |     |                             |  |   |                               |  |  |                |        |   |                |  
|American
    Community Homes, Inc.                     |  | $                                    | 10,163 |  |                 | $ | 1,463  |                                 |  | $ | —                 |   |  | $                 | 118 |  |                           | $ | 32  |                             |  | $ | —                             |  |  | $              | (210   | ) |                | $
|Rockdale
    Blackhawk LLC                             |  |                                      | —      |  |                 |   | 14,200 |                                 |  |   | (761              | ) |  |                   | —   |  |                           |   | 87  |                             |  |   | —                             |  |  |                | 3,865  |   |                |  
|Rocket
    Dog Brands LLC                              |  |                                      | 2,454  |  |                 |   | —      |                                 |  |   | —                 |   |  |                   | 168 |  |                           |   | —   |                             |  |   | —                             |  |  |                | (451   | ) |                |  
|Summit
    Container Corporation                       |  |                                      | 3,979  |  |                 |   | —      |                                 |  |   | (147              | ) |  |                   | —   |  |                           |   | 15  |                             |  |   | —                             |  |  |                | (319   | ) |                |  
|Total
    non-controlled affiliate company investments |  | $                                    | 16,596 |  |                 | $ | 15,663 |                                 |  | $ | (908              | ) |  | $                 | 286 |  |                           | $ | 134 |                             |  | $ | —                             |  |  | $              | 2,885  |   |                | $
|Controlled
    affiliate company investments (1) :     |  |                                      |        |  |                 |   |        |                                 |  |   |                   |   |  |                   |     |  |                           |   |     |                             |  |   |                               |  |  |                |        |   |                |  
|TPP
    Acquisition, Inc.                              |  | $                                    | 6,621  |  |                 | $ | 4,200  |                                 |  | $ | —                 |   |  | $                 | 115 |  |                           | $ | 22  |                             |  | $ | —                             |  |  | $              | (2,599 | ) |                | $
|Total
    controlled affiliate company investments     |  | $                                    | 6,621  |  |                 | $ | 4,200  |                                 |  | $ | —                 |   |  | $                 | 115 |  |                           | $ | 22  |                             |  | $ | —                             |  |  | $              | (2,599 | ) |                | $










|(1) | Includes both loan and equity security investment transactions for these portfolio companies.
|--- | ---------------------------------------------------------------------------------------------



Note 6. Transactions with Related Parties



The Company has entered into an Investment
Advisory and Management Agreement with MC Advisors, under which MC Advisors, subject to the overall supervision of the Board, provides
investment advisory services to the Company. The Company pays MC Advisors a fee for its services under the Investment Advisory
and Management Agreement consisting of two components—a base management fee and an incentive fee. The base management fee
is calculated at an annual rate equal to 1.75% of invested assets (calculated as total assets excluding cash) and is payable in
arrears. Base management fees for the three and nine months ended September 30, 2016 was $1,594 and $4,598, respectively. Base
management fees for the three and nine months ended September 30, 2015 were $1,370 and $3,626, respectively.



23







The incentive fee consists of two parts.
The first part is calculated and payable quarterly in arrears and equals 20% of “pre-incentive fee net investment income”
for the immediately preceding quarter, subject to a 2% (8% annualized) preferred return, or “hurdle,” and a “catch
up” feature. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in
respect of preincentive fee net investment income will be payable except to the extent that 20.0% of the cumulative net increase
in net assets resulting from operations over the then current and 11 preceding calendar quarters exceeds the cumulative incentive
fees accrued and/or paid for the 11 preceding calendar quarters. Therefore, any ordinary income incentive fee that is payable in
a calendar quarter will be limited to the lesser of (1) 20% of the amount by which preincentive fee net investment income for such
calendar quarter exceeds the 2.0% hurdle, subject to the “catch-up” provision, and (2) (x) 20% of the cumulative net
increase in net assets resulting from operations for the then current and 11 preceding calendar quarters minus (y) the cumulative
incentive fees accrued and/or paid for the 11 preceding calendar quarters. For the foregoing purpose, the “cumulative net
increase in net assets resulting from operations” is the sum of preincentive fee net investment income, realized gains and
losses and unrealized appreciation and depreciation for the then current and 11 preceding calendar quarters. The second part of
the incentive fee is determined and payable in arrears as of the end of each fiscal year in an amount equal to 20% of realized
capital gains, if any, on a cumulative basis from inception through the end of the year, computed net of all realized capital losses
on a cumulative basis and unrealized depreciation, less the aggregate amount of any previously paid capital gain incentive fees.



Incentive fees for the three and nine
months ended September 30, 2016 were $1,223 and $4,282, respectively. Incentive fees for the three months ended September 30,
2016, consisted of part one incentive fees (based on net investment income) of $1,361, reduced by the reduction of the second
part of the incentive fee (based upon net realized and unrealized gains and losses) of ($138). Incentive fees for the nine
months ended September 30, 2016, consisted solely of part one incentive fees (based on net investment income) of $4,282.
Incentive fees for the three and nine months ended September 30, 2015 consisted solely of part one incentive fees (based on
net investment income) of $1,124 and $3,434, respectively. The Company accrues, but does not pay, a capital gains incentive
fee in connection with any unrealized capital appreciation, as appropriate. If, on a cumulative basis, the sum of net
realized gains (losses) plus net unrealized appreciation (depreciation) decreases during a period, the Company will reverse
any excess capital gains incentive fee previously accrued such that the amount of capital gains incentive fee accrued is no
more than 20% of the sum of net realized gains (losses) plus net unrealized appreciation (depreciation).



The Company has entered into
an Administration Agreement with Monroe Capital Management Advisors, LLC (“MC Management”), under which the
Company reimburses MC Management (subject to the review and approval of the Board) for its allocable portion of overhead and
other expenses, including the costs of furnishing the Company with office facilities and equipment and providing
clerical, bookkeeping, record-keeping and other administrative services at such facilities, and the Company’s allocable
portion of the cost of the chief financial officer and chief compliance officer and their respective staffs. To the extent
that MC Management outsources any of its functions, the Company will pay the fees associated with such functions on a direct
basis, without incremental profit to MC Management. For the three and nine months ended September 30, 2016, the Company
incurred $826 and $2,249, respectively, in administrative expenses (included within Professional fees, Administrative service
fees and General and administrative expenses on the consolidated statements of operations) under the Administration
Agreement, of which $324 and $956, respectively, was related to MC Management overhead and salary allocation and paid
directly to MC Management. For the three and nine months ended September 30, 2015, the Company incurred $711 and $2,076,
respectively, in administrative expenses (included within Professional fees, Administrative service fees and General and
administrative expenses on the consolidated statements of operations) under the Administration Agreement, of which $279 and
$828, respectively, was related to MC Management overhead and salary allocation and paid directly to MC Management. As of
September 30, 2016 and December 31, 2015, $324 and $249, respectively, of expenses were due to MC Management under this
agreement and are included in accounts payable and accrued expenses on the consolidated statements of assets and
liabilities.



The Company has entered into a license agreement
with Monroe Capital LLC under which Monroe Capital LLC has agreed to grant the Company a non-exclusive, royalty-free license to
use the name “Monroe Capital” for specified purposes in its business. Under this agreement, the Company will have a
right to use the “Monroe Capital” name at no cost, subject to certain conditions, for so long as the Advisor or one
of its affiliates remains its investment advisor. Other than with respect to this limited license, the Company has no legal right
to the “Monroe Capital” name.



As of September 30, 2016 and December 31,
2015, the Company had accounts payable to members of the Board of $37 and $74, respectively, representing accrued and unpaid fees
for their services.



Note 7. Borrowings



Revolving Credit Facility: As of
September 30, 2016 and December 31, 2015, the Company had $104,500 and $123,700 outstanding, respectively, under its revolving
credit facility with ING Capital LLC, as agent, to finance the purchase of the Company’s assets. As of September 30, 2016,
the maximum amount the Company was able to borrow under the revolving credit facility was $160,000 and this maximum borrowing can
be increased to $300,000 pursuant to an accordion feature (subject to maintaining 200% asset coverage, as defined by the 1940 Act).
The maturity date on the facility is December 14, 2020.



The revolving credit facility is secured
by a lien on all of our assets, including cash on hand, but excluding the assets of the Company’s wholly-owned subsidiary,
MRCC SBIC. The Company’s ability to borrow under the revolving credit facility is subject to availability under a defined
borrowing base, which varies based on portfolio characteristics and certain eligibility criteria and concentration limits, as well
as required valuation methodologies. The Company may make draws under the revolving credit facility to make or purchase additional
investments through December 2019 and for general working capital purposes until the maturity date of the revolving credit facility.
Borrowings under the revolving credit facility bear interest, at the Company’s election, at an annual rate of LIBOR (one-month,
two-month, three-month or six-month at our discretion based on the term of the borrowing) plus 3.00%, with a further step-down
to LIBOR plus 2.75% when net worth (excluding investments in MRCC SBIC) exceeds $225,000 or at a daily rate equal to 2.00% per
annum plus the greater of the prime interest rate, the federal funds rate plus 0.5% or LIBOR plus 1.0%. In addition to the stated
interest rate on borrowings under the revolving credit facility, the Company is required to pay a fee of 0.5% per annum on any
unused portion of the revolving credit facility if the unused portion of the facility is less than 65% of the then available maximum
borrowing or a fee of 1.0% per annum on any unused portion of the revolving credit facility if the unused portion of the facility
is greater than or equal to 65% of the then available maximum borrowing. As of September 30, 2016 and December 31, 2015, all of
the outstanding borrowings were accruing at an interest rate of 3.6% and 3.4% (based on one-month LIBOR), respectively. The weighted
average interest rate of the revolving credit facility borrowings (excluding debt issuance costs) for the three and nine months
ended September 30, 2016 was 3.7% and 3.6%, respectively. The weighted average fee rate on the unused portion of the revolving
credit facility for the three and nine months ended September 30, 2016 was 0.5% and 0.5%, respectively. The weighted average interest
rate of the Company’s revolving credit facility borrowings (excluding debt issuance costs) for the three and nine months
ended September 30, 2015 was 3.7% and 3.6%, respectively. The weighted average fee rate on the Company’s unused portion of
the revolving credit facility for the three and nine months ended September 30, 2015 was 0.5% and 0.6%, respectively.



24







The Company’s ability to borrow under
the revolving credit facility is subject to availability under the borrowing base, which permits the Company to borrow up to 70%
of the fair market value of its portfolio company investments depending on the type of the investment the Company holds and whether
the investment is quoted. The Company’s ability to borrow is also subject to certain concentration limits, and continued
compliance with the representations, warranties and covenants given by the Company under the facility. The revolving credit facility
contains certain financial and restrictive covenants, including, but not limited to, the Company’s maintenance of: (1) a
minimum consolidated total net assets at least equal to the greater of (a) 40% of the consolidated total assets on the last day
of each quarter or (b) $120,000 plus 65% of the net proceeds to the Company from sales of its securities after December 14,
2015; (2) a ratio of total assets (less total liabilities other than indebtedness) to total indebtedness of not less than 2.1 times;
and (3) a ratio of earnings before interest and taxes to interest expense of at least 2.5 times. The credit facility also requires
the Company to undertake customary indemnification obligations with respect to ING Capital LLC and other members of the lending
group and to reimburse the lenders for expenses associated with entering into the credit facility. The revolving credit facility
also has customary provisions regarding events of default, including events of default for nonpayment, change in control transactions
at both Monroe Capital Corporation and MC Advisors, failure to comply with financial and negative covenants, and failure to maintain
our relationship with MC Advisors. If the Company incurs an event of default under the revolving credit facility and fails to remedy
such default under any applicable grace period, if any, then the entire revolving credit facility could become immediately due
and payable, which would materially and adversely affect the Company’s liquidity, financial condition, results of operations
and cash flows.



The Company’s revolving credit facility
also imposes certain conditions that may limit the amount of the Company’s distributions to stockholders. Distributions payable
in the Company’s common stock under the DRIP are not limited by the revolving credit facility. Distributions in cash or property
other than common stock are generally limited to 115% of the amount of distributions required to maintain the Company’s status
as a RIC.



SBA Debentures: On February 28, 2014,
the Company’s wholly-owned subsidiary, MRCC SBIC received a license from the SBA to operate as a SBIC under Section 301(c)
of the Small Business Investment Act of 1958, as amended. MRCC SBIC commenced operations on September 16, 2013.



The SBIC license allows MRCC SBIC to obtain
leverage by issuing SBA-guaranteed debentures, subject to the issuance of a leverage commitment by the SBA and other customary
procedures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest payable semi-annually and have a
ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid
at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis (pooling date) at a
market-driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, has a superior claim to MRCC SBIC’s
assets over the Company’s stockholders in the event the Company liquidates MRCC SBIC or the SBA exercises its remedies upon
an event of default. As of September 30, 2016 and December 31, 2015, MRCC SBIC had $60,000 in regulatory capital, $20,000 in leveragable
capital and $40,000 in SBA-guaranteed debentures outstanding.



As of September 30, 2016 and December 31,
2015, MRCC SBIC had the following SBA-guaranteed debentures outstanding:



|Maturity Date  |  | Interest Rate |     |   | Amount |  
|-------------- |  | ------------- | --- | - | ------ | -
|September 2024 |  |               | 3.4 | % |        | $
|March 2025     |  |               | 3.3 | % |        |  
|March 2025     |  |               | 2.9 | % |        |  
|September 2025 |  |               | 3.6 | % |        |  
|Total          |  |               |     |   |        | $



SBA regulations currently limit the amount
that an individual SBIC may borrow to a maximum of $150,000 when it has at least $75,000 in regulatory capital, receives a leverage
commitment from the SBA and has been through an audit examination by the SBA subsequent to licensing. The SBA also historically
limited a related group of SBICs (commonly referred to as a “family of funds”) to a maximum of $225,000 in total borrowings.
On December 18, 2015, this family of funds limitation was raised to $350,000 in total borrowings. As the Company has other affiliated
SBICs already in operation, MRCC SBIC was historically limited to a maximum of $40,000 in borrowings. Pursuant to the increase
in the family of funds limitation, the Company submitted a commitment application to the SBA and on April 13, 2016 was approved
for $75,000 in additional SBA-guaranteed debentures for MRCC SBIC. In order for MRCC SBIC to gain access to the entirety of the
$75,000 in SBA-guaranteed debentures, the Company would be required to contribute to MRCC SBIC an additional $37,500 in leveragable
capital.



Secured Borrowings: Certain partial
loan sales do not qualify for sale accounting under ASC Topic 860 because these sales do not meet the definition of a “participating
interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales
which do not meet the definition of a participating interest remain as an investment on the accompanying consolidated statements
of assets and liabilities and the portion sold is recorded as a secured borrowing in the liabilities section of the consolidated
statements of assets and liabilities. For these partial loan sales, the interest earned on the entire loan balance is recorded
within “interest income” and the interest earned by the buyer in the partial loan sale is recorded within “interest
and other debt financing expenses” in the accompanying consolidated statements of operations.



25







As of September 30, 2016, secured
borrowings at fair value totaled $1,610 and the fair value of the loan that  is associated with these secured borrowings was
$5,075. As of December 31, 2015, secured borrowings at fair value totaled $2,476 and the fair value of the loans that are
associated with these secured borrowings was $11,803. These secured borrowings were created as a result of the
Company’s completion of partial loan sales of certain unitranche loan assets during the year ended December 31, 2013
that did not meet the definition of a “participating interest.” As a result, sale treatment was not allowed and
these partial loan sales were treated as secured borrowings. No such partial loan sales occurred during the year ended
December 31, 2015 and the nine months ended September 30, 2016. During the three and nine months ended September 30, 2016,
repayments on secured borrowings totaled $625 and $902, respectively. During the three and nine months ended September 30,
2015, repayments on secured borrowings totaled $650 and $1,200, respectively. The weighted average interest rate on the
Company’s secured borrowings was approximately 6.0% as of September 30, 2016.



Components of interest expense: The
components of the Company’s interest expense and other debt financing expenses are as follows:



|                                                 |  | Three months ended
September 30, |      
|------------------------------------------------ |  | -------------------------------- | -----
|                                                 |  | 2016                             |      
|Interest expense – revolving credit facility     |  | $                                | 935  
|Interest expense – SBA debentures                |  |                                  | 329  
|Amortization of deferred financing costs         |  |                                  | 222  
|Interest expense – secured borrowings            |  |                                  | 27   
|Other                                            |  |                                  | 10   
|Total interest and other debt financing expenses |  | $                                | 1,523



|                                                 |  | Nine months ended
September 30, |      
|------------------------------------------------ |  | ------------------------------- | -----
|                                                 |  | 2016                            |      
|Interest expense – revolving credit facility     |  | $                               | 3,251
|Interest expense – SBA debentures                |  |                                 | 981  
|Amortization of deferred financing costs         |  |                                 | 603  
|Interest expense – secured borrowings            |  |                                 | 99   
|Other                                            |  |                                 | 53   
|Total interest and other debt financing expenses |  | $                               | 4,987



Note 8. Distributions



The Company’s distributions are
recorded on the record date. The following table summarizes distributions declared during the nine months ended September 30, 2016:



|Date Declared                         |  | Record Date        |      | Payment Date       |  | Amount Per Share |        |  | Cash Distribution |   |       | DRIP Shares Issued |  |   | DRIP Shares Value |  |  | DRIP Shares Repurchased in the Open Market |        |  | Cost of DRIP Shares Repurchased |  
|------------------------------------- |  | ------------------ | ---- | ------------------ |  | ---------------- | ------ |  | ----------------- | - | ----- | ------------------ |  | - | ----------------- |  |  | ------------------------------------------ | ------ |  | ------------------------------- | -
|Nine months ended September 30, 2016:
|March 4, 2016                         |  | March 15, 2016     |      | March 31, 2016     |  | $                | 0.35   |  |                   | $ | 4,553 |                    |  |   | —                 |  |  | $                                          | —      |  |                                 |  
|June 1, 2016                          |  | June 15, 2016      |      | June 30, 2016      |  |                  | 0.35   |  |                   |   | 4,553 |                    |  |   | —                 |  |  |                                            | —      |  |                                 |  
|August 30, 2016                       |  | September 15, 2016 |      | September 30, 2016 |  |                  | 0.35   |  |                   |   | 5,730 |                    |  |   | 4,493             |  |  |                                            | 70     |  |                                 |  
|Total distributions declared          |  | $                  | 1.05 |                    |  | $                | 14,836 |  |                   |   | 4,493 |                    |  | $ | 70                |  |  |                                            | 38,662 |  |                                 | $



26







The Company’s distributions are recorded
on the record date. The following table summarizes distributions declared during the nine months ended September 30, 2015:



|Date Declared                          |  | Record Date        |      | Payment Date       |  | Amount Per 
Share |        |  | Cash Distribution |   |       | DRIP Shares Issued |  |   | DRIP Shares Value |  |  | DRIP Shares Repurchased in the Open Market |        |  | Cost of DRIP Shares Repurchased |  
|-------------------------------------- |  | ------------------ | ---- | ------------------ |  | ----------------- | ------ |  | ----------------- | - | ----- | ------------------ |  | - | ----------------- |  |  | ------------------------------------------ | ------ |  | ------------------------------- | -
|Nine months ended  September 30, 2015:
|March 6, 2015                          |  | March 20, 2015     |      | March 31, 2015     |  | $                 | 0.35   |  |                   | $ | 3,371 |                    |  |   | —                 |  |  | $                                          | —      |  |                                 |  
|June 2, 2015                           |  | June 15, 2015      |      | June 30, 2015      |  |                   | 0.35   |  |                   |   | 4,357 |                    |  |   | —                 |  |  |                                            | —      |  |                                 |  
|September 1, 2015                      |  | September 15, 2015 |      | September 30, 2015 |  |                   | 0.35   |  |                   |   | 4,432 |                    |  |   | —                 |  |  |                                            | —      |  |                                 |  
|Total distributions declared           |  | $                  | 1.05 |                    |  | $                 | 12,160 |  |                   |   | —     |                    |  | $ | —                 |  |  |                                            | 53,380 |  |                                 | $



Note 9. Stock Issuances and Repurchases



Stock Issuances: On July 25, 2016,
the Company closed a public offering of 3,100,000 shares of its common stock at a public offering price of $15.50 per share, raising
approximately $48,050 in gross proceeds. On August 3, 2016, the Company sold an additional 465,000 shares of its common stock,
at a public offering price of $15.50 per share, raising approximately $7,208 in gross proceeds pursuant to the underwriters’
exercise of the over-allotment option. Aggregate underwriters’ discounts and commissions were $2,210 and offering costs were
$493, resulting in net proceeds of $52,555.



On
February 6, 2015, the Company entered into an ATM securities offering program with MLV & Co. LLC (“MLV”)
and JMP Securities LLC through which the Company may sell, by means of ATM offerings from time to time, up to $50,000 of the
Company’s common stock. On July 1, 2016, the Company entered into an amendment to MLV's equity distribution agreement
and an assignment agreement to replace MLV with FBR Capital Markets & Co., an affiliate of MLV. During the three and nine
months ended September 30, 2016, the Company did not sell any of its common stock under the ATM program. During the three
months ended September 30, 2015, the Company sold 211,476 shares at an average price of $14.94 per share for gross proceeds
of $3,159 under the ATM program. Aggregate underwriters’ discounts and commissions were $49 and offering costs were
$37, resulting in net proceeds of approximately $3,073. During the nine months ended September 30, 2015, the Company sold
325,927 shares at an average price of $14.96 per share, raising approximately $4,875 in gross proceeds. Aggregate
underwriters’ discounts and commissions were $76 and offering costs were $42, resulting in net proceeds of
approximately $4,757.



On April 20, 2015, the Company closed a
public offering of 2,450,000 shares of its common stock at a public offering price of $14.85 per share, raising approximately $36,383
in gross proceeds. On May 18, 2015, the Company sold an additional 367,500 shares of its common stock, at a public offering price
of $14.85 per share, raising approximately $5,457 in gross proceeds pursuant to the underwriters’ exercise of the over-allotment
option. Aggregate underwriters discounts and commissions were $1,692 and offering costs were $295, resulting in net proceeds of
$39,853 on these non-ATM program issuances during the nine months ended September 30, 2015.



Note 10. Commitments and Contingencies



Commitments: As of September 30,
2016 and December 31, 2015, the Company had $24,068 and $20,703, respectively, in outstanding commitments to fund investments under
undrawn revolvers, capital expenditure loans and delayed draw commitments.



Indemnifications: In the normal course
of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide
general indemnifications. The Company’s maximum exposure under these agreements is unknown, as these involve future claims
that may be made against the Company but that have not occurred. The Company expects the risk of any future obligations under these
indemnifications to be remote.



Concentration of credit and counterparty
risk: Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of
the contract. In the event that the counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk
of default depends on the creditworthiness of the counterparties or issuers of the instruments. It is the Company’s policy
to review, as necessary, the credit standing of each counterparty.



Market risk: The Company’s
investments and borrowings are subject to market risk. Market risk is the potential for changes in the value due to market changes.
Market risk is directly impacted by the volatility and liquidity in the markets in which the investments and borrowings are traded.



Legal proceedings: In the normal
course of business, the Company may be subject to legal and regulatory proceedings that are generally incidental to its ongoing
operations. While there can be no assurance of the ultimate disposition of any such proceedings, the Company is not currently aware
of any such proceedings or disposition that would have a material adverse effect on the Company’s consolidated financial
statements.



27







Note 11. Financial Highlights



The following is a schedule of financial
highlights for the nine months ended September 30, 2016 and 2015:



|                                                                              |  | September 30, 2016 |            |   | September 30, 2015 |  
|----------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ------------------ | -
|Per share data:                                                               |  |                    |            |   |                    |  
|Net asset value at beginning of period                                        |  | $                  | 14.19      |   |                    | $
|Net investment income (1)                                                     |  |                    | 1.24       |   |                    |  
|Net gain (loss) on investments and secured borrowings (1)                     |  |                    | (0.03      | ) |                    |  
|Net increase in net assets from operations (1)                                |  |                    | 1.21       |   |                    |  
|Stockholder distributions (2)                                                 |  |                    | (1.05      | ) |                    |  
|Effect
    of share issuances above NAV(3)                                    |  |                    | 0.07       |   |                    |  
|Net asset value at end of period                                              |  | $                  | 14.42      |   |                    | $
|                                                                              |  |                    |            |   |                    |  
|Net assets at end of period                                                   |  | $                  | 239,087    |   |                    | $
|Shares outstanding at end of period                                           |  |                    | 16,577,500 |   |                    |  
|Per share market value at end of period                                       |  | $                  | 15.73      |   |                    | $
|Total return based on market value (4)                                        |  |                    | 28.98      | % |                    |  
|Total return based on net asset value (5)                                     |  |                    | 9.02       | % |                    |  
|Ratio/Supplemental data:                                                      |  |                    |            |   |                    |  
|Ratio of net investment income to average net assets (6)                      |  |                    | 12.15      | % |                    |  
|Ratio of interest and other debt financing expenses to average net assets (7) |  |                    | 3.33       | % |                    |  
|                                                                              |  |                    |            |   |                    |  
|Ratio of expenses (without incentive fees) to average net assets (7)          |  |                    | 8.26       | % |                    |  
|Ratio of incentive fees to average net assets (8)                             |  |                    | 2.14       | % |                    |  
|Ratio of total expenses to average net assets (6)                             |  |                    | 10.40      | % |                    |  
|Average debt outstanding                                                      |  | $                  | 153,163    |   |                    | $
|Average debt outstanding per share                                            |  | $                  | 11.05      |   |                    | $
|Portfolio turnover (8)                                                        |  |                    | 17.79      | % |                    |  










|(1) | Calculated using the weighted average shares outstanding during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent the Company’s taxable earnings fall below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to the Company’s stockholders. The tax character of distributions will be determined at the end of the fiscal year. However, if the character of such distributions were determined as of September 30, 2016 and 2015, none of the distributions would have been characterized as a tax return of capital to the Company’s stockholders; this tax return of capital may differ from the return of capital calculated with reference to net investment income for financial reporting purposes.
|(3) | Includes the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on shares outstanding as of a period end or transaction date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4) | Total return based on market value is calculated assuming a purchase of common shares at the market value on the first day and a sale at the market value on the last day of the periods reported. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company’s DRIP. Total return based on market value does not reflect brokerage commissions. Return calculations are not annualized.                                                                                                                                                                                                                                                                                                                                                                                                                        
|(5) | Total return based on net asset value is calculated by dividing the net increase in net assets from operations by the net asset value per share at the beginning of the period (excluding the impact of dividends paid). Total returns based on net asset value covering less than a full period are not annualized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(6) | Ratios are annualized. Incentive fees included within the ratio are not annualized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(7) | Ratios are annualized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(8) | Ratios are not annualized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



28







ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Except as otherwise specified, references
to “we,” “us” and “our” refer to Monroe Capital Corporation and its consolidated subsidiaries.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
consolidated financial statements and related notes appearing in our annual report on Form 10-K (the “Annual Report”)
for the year ended December 31, 2015, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 4,
2016. The information contained in this section should also be read in conjunction with our unaudited consolidated financial statements
and related notes and other financial information appearing elsewhere in this quarterly report on Form 10-Q (the “Quarterly
Report”).



FORWARD-LOOKING STATEMENTS



This Quarterly Report, including Management’s
Discussion and Analysis of Financial Condition and Results of Operations, contains statements that constitute forward-looking statements,
which relate to future events or our future performance or future financial condition. These forward-looking statements are not
historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our
beliefs and our assumptions. The forward-looking statements contained in this Quarterly Report involve risks and uncertainties,
including statements as to:



| | · | our future operating results;
| | - | -----------------------------



| | · | our business prospects and the prospects of our prospective portfolio companies;
| | - | --------------------------------------------------------------------------------



| | · | the dependence of our future success on the general economy and its impact on the industries in which we invest;
| | - | ----------------------------------------------------------------------------------------------------------------



| | · | the impact of a protracted decline in the liquidity of credit markets on our business;
| | - | --------------------------------------------------------------------------------------



| | · | the impact of increased competition;
| | - | ------------------------------------



| | · | the impact of fluctuations in interest rates on our business and our portfolio companies;
| | - | -----------------------------------------------------------------------------------------



| | · | our contractual arrangements and relationships with third parties;
| | - | ------------------------------------------------------------------



| | · | the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
| | - | ------------------------------------------------------------------------------------------------------------



| | · | the ability of our prospective portfolio companies to achieve their objectives;
| | - | -------------------------------------------------------------------------------



| | · | our expected financings and investments;
| | - | ----------------------------------------



| | · | the adequacy of our cash resources and working capital;
| | - | -------------------------------------------------------



| | · | the ability of our Monroe Capital BDC Advisors, LLC (“MC Advisors”) to locate suitable investments for us and to monitor our investments; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | · | the impact of future legislation and regulation on our business and our portfolio companies.
| | - | --------------------------------------------------------------------------------------------



We use words such as “anticipates,”
“believes,” “expects,” “intends,” “seeks,” “plans,” “estimates,”
“targets,” “expects” and similar expressions to identify forward-looking statements. The forward looking
statements contained in this Quarterly Report involve risks and uncertainties. Our actual results could differ materially from
those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Part I—Item
1A. Risk Factors” in our Annual Report and “Part II—Item 1A. Risk Factors” in this Quarterly
Report.



Although we believe that the assumptions
on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and
as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include
our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional
capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly
Report should not be regarded as a representation by us that our plans and objectives will be achieved.



We have based the forward-looking statements
included in this Quarterly Report on information available to us on the date of this Quarterly Report, and we assume no obligation
to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements
in this Quarterly Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional
disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports
on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.



29







Overview



Monroe Capital Corporation is an externally
managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company
(“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes,
we have elected to be treated as a regulated investment company (“RIC”) under the subchapter M of the Internal Revenue
Code of 1986, as amended (the “Code”). We were incorporated under the Maryland General Corporation Law on February
9, 2011. We are a specialty finance company focused on providing financing solutions primarily to lower middle-market companies
in the United States and Canada. We provide customized financing solutions focused primarily on senior secured, junior secured
and unitranche (a combination of senior secured and junior secured debt in the same facility in which we syndicate a “first
out” portion of the loan to an investor and retain a “last out” portion of the loan) debt and, to a lesser extent,
unsecured subordinated debt and equity, including equity co-investments in preferred and common stock, and warrants.



Our shares are currently listed on the NASDAQ
Global Select Market under the symbol “MRCC”.



Our investment objective is to maximize
the total return to our stockholders in the form of current income and capital appreciation through investment in senior, unitranche
and junior secured debt and, to a lesser extent, subordinated debt and equity investments. We seek to use our extensive leveraged
finance origination infrastructure and broad expertise in sourcing loans to invest in primarily senior, unitranche and junior secured
debt of middle-market companies. Our investments in senior, unitranche, junior secured debt and other investments generally will
range between $2.0 million and $18.0 million each, although this investment size may vary proportionately with the size of our
capital base. As of September 30, 2016, our portfolio included  63.9% senior secured debt, 13.8% unitranche secured
debt, 16.1% junior secured debt and 6.2% equity securities, compared to December 31, 2015, when our portfolio consisted of 55.9%
senior secured debt, 20.0% unitranche secured debt, 18.6% junior secured debt and 5.5% equity securities. We expect that the companies
in which we invest may be leveraged, often as a result of leveraged buy-outs or other recapitalization transactions, and, in certain
cases, will not be rated by national ratings agencies. If such companies were rated, we believe that they would typically receive
a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national rating agencies.



While our primary focus is to maximize current
income and capital appreciation through debt investments in thinly traded or private U.S. companies, we may invest a portion of
the portfolio in opportunistic investments in order to seek to enhance returns to stockholders. Such investments may include investments
in high-yield bonds, distressed debt, private equity or securities of public companies that are not thinly traded and securities
of middle-market companies located outside of the United States. We expect that these public companies generally will have debt
securities that are non-investment grade.



On February 28, 2014, our wholly-owned subsidiary,
Monroe Capital Corporation SBIC, LP (“MRCC SBIC”), a Delaware limited partnership, received a license from the Small
Business Administration (“SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section
301(c) of the Small Business Investment Act of 1958. MRCC SBIC commenced operations on September 16, 2013. As of September 30,
2016, MRCC SBIC had $60.0 million in regulatory capital, $20.0 million in leveragable capital and $40.0 million in SBA-guaranteed
debentures outstanding. On April 13, 2016, MRCC SBIC was approved by the SBA for an additional $75.0 million in SBA-guaranteed
debentures. See “SBA Debentures” below for more information.



On July 25, 2016, we closed a public offering
of 3,100,000 shares of our common stock at a public offering price of $15.50 per share, raising approximately $48.1 million in
gross proceeds. On August 3, 2016, we sold an additional 465,000 shares of our common stock, at a public offering price of $15.50
per share, raising approximately $7.2 million in gross proceeds pursuant to the underwriters’ exercise of the over-allotment
option. Aggregate underwriters’ discounts and commissions were $2.2 million and offering costs were $0.5 million, resulting
in net proceeds of $52.6 million.



Investment income



We generate interest income on the debt
investments in portfolio company investments that we originate or acquire. Our debt investments, whether in the form of senior,
junior or unitranche secured debt, typically have an initial term of three to seven years and bear interest at a fixed or floating
rate. In some instances we receive payments on our debt investment based on scheduled amortization of the outstanding balances.
In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. In some cases, our investments
provide for deferred interest of payment-in-kind (“PIK”) interest. In addition, we may generate revenue in the form
of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting
fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize
such amounts as interest income. We record prepayment premiums and prepayment gains (losses) on loans as interest income. As the
frequency or volume of the repayments which trigger these prepayment premiums and prepayment gains (losses) may fluctuate significantly
from period to period, the associated interest income recorded may also fluctuate significantly from period to period. Interest
and dividend income is recorded on the accrual basis to the extent we expect to collect such amounts. In addition, we also generate
dividend income on preferred equity securities, common equity securities and LLC interests in accordance with our revenue recognition
policies.



Expenses



Our primary operating expenses include the
payment of fees to MC Advisors under the Investment Advisory and Management Agreement (management and incentive fees), and the
payment of fees to Monroe Capital Management Advisors, LLC (“MC Management”) for our allocable portion of overhead
and other expenses under the Administration Agreement and other operating costs. See Note 6 to our consolidated financial statements
and “Related Party Transactions” below for additional information on our Investment Advisory and Management
Agreement and Administration agreement. Our expenses also include interest expense on our revolving credit facility, our SBA-guaranteed
debentures and our secured borrowings. We bear all other out-of-pocket costs and expenses of our operations and transactions.



30







Net gain (loss) on investments and secured borrowings



We recognize realized gains or losses on
investments based on the difference between the net proceeds from the disposition and the cost basis of the investment or derivative
instrument without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of
investments and secured borrowings within net change in unrealized appreciation (depreciation) on investments and net change in
unrealized (appreciation) depreciation on secured borrowings, respectively, in the consolidated statements of operations.



Portfolio and Investment Activity



During the three months ended September
30, 2016, we invested $44.3 million in eight new portfolio companies and $5.5 million in seven existing portfolio companies and
had $15.1 million in aggregate amount of sales and principal repayments, resulting in net investments of $34.7 million for the
period.



During the nine months ended September 30,
2016, we invested $61.0 million in 12 new portfolio companies and $34.7 million in 16 existing portfolio companies and had $62.5
million in aggregate amount of sales and principal repayments, resulting in net investments of $33.2 million for the period.



During the three months ended September
30, 2015, we invested $43.5 million in six new portfolio companies and $12.3 million in nine existing portfolio companies and had
$9.7 million in aggregate amount of sales and principal repayments, resulting in net investments of $46.1 million for the period.



During the nine months ended September 30,
2015, we invested $125.3 million in 22 new portfolio companies and $37.4 million in 14 existing portfolio companies and had $68.8
million in aggregate amount of sales and principal repayments, resulting in net investments of $93.9 million for the period.



The following tables show the composition
of the investment portfolio (in thousands) and associated yield data:



|                     |  | September 30, 2016 |        
|-------------------- |  | ------------------ | -------
|                     |  | Fair Value         |        
|Senior secured loans |  | $                  | 240,520
|Unitranche loans     |  |                    | 51,858 
|Junior secured loans |  |                    | 60,694 
|Equity securities    |  |                    | 23,584 
|Total                |  | $                  | 376,656



|                     |  | December 31, 2015 |        
|-------------------- |  | ----------------- | -------
|                     |  | Fair Value        |        
|Senior secured loans |  | $                 | 190,559
|Unitranche loans     |  |                   | 68,090 
|Junior secured loans |  |                   | 63,388 
|Equity securities    |  |                   | 19,054 
|Total                |  | $                 | 341,091








| | (1) | Based upon the par value of our debt investments and the cost basis of our preferred equity investments.
| | --- | --------------------------------------------------------------------------------------------------------

31







The following table shows the portfolio
composition by industry grouping at fair value (dollars in thousands):



|                                          |  | September 30, 2016        |         |  | December 31, 2015             | 
|----------------------------------------- |  | ------------------------- | ------- |  | ----------------------------- | 
|                                          |  | Investments at Fair Value |         |  | Percentage of Total Portfolio | 
|Aerospace & Defense                       |  | $                         | 10,836  |  |                               | 
|Automotive                                |  |                           | 8,154   |  |                               | 
|Banking, Finance, Insurance & Real Estate |  |                           | 36,305  |  |                               | 
|Beverage, Food & Tobacco                  |  |                           | 12,309  |  |                               | 
|Chemicals, Plastics & Rubber              |  |                           | 4,040   |  |                               | 
|Construction & Building                   |  |                           | 19,150  |  |                               | 
|Consumer Goods: Durable                   |  |                           | 3,660   |  |                               | 
|Consumer Goods: Non-Durable               |  |                           | 41,332  |  |                               | 
|Containers, Packaging & Glass             |  |                           | 3,581   |  |                               | 
|Energy: Oil & Gas                         |  |                           | 8,060   |  |                               | 
|Environmental Industries                  |  |                           | 3,787   |  |                               | 
|Healthcare & Pharmaceuticals              |  |                           | 48,351  |  |                               | 
|High Tech Industries                      |  |                           | 14,494  |  |                               | 
|Hotels, Gaming & Leisure                  |  |                           | 37,934  |  |                               | 
|Media: Advertising, Printing & Publishing |  |                           | 6,724   |  |                               | 
|Media: Broadcasting & Subscription        |  |                           | 18,396  |  |                               | 
|Media: Diversified & Production           |  |                           | 4,956   |  |                               | 
|Metals & Mining                           |  |                           | 5,366   |  |                               | 
|Retail                                    |  |                           | 26,763  |  |                               | 
|Services: Business                        |  |                           | 29,650  |  |                               | 
|Services: Consumer                        |  |                           | 25,227  |  |                               | 
|Utilities: Electric                       |  |                           | 2,996   |  |                               | 
|Wholesale                                 |  |                           | 4,585   |  |                               | 
|Total                                     |  | $                         | 376,656 |  |                               | 



Portfolio Asset Quality



MC Advisors’ portfolio management
staff closely monitors all credits, with senior portfolio managers covering agented and more complex investments. MC Advisors segregates
our capital markets investments by industry. The MC Advisors’ monitoring process and projections developed by Monroe Capital
both have daily, weekly, monthly and quarterly components and related reports, each to evaluate performance against historical,
budget and underwriting expectations. MC Advisors’ analysts will monitor performance using standard industry software tools
to provide consistent disclosure of performance. MC Advisors also monitors our investment exposure using a proprietary trend analysis
tool. When necessary, MC Advisors will update our internal risk ratings, borrowing base criteria and covenant compliance reports.



As part of the monitoring process, MC Advisors
regularly assesses the risk profile of each of our investments and rates each of them based on an internal proprietary system that
uses the categories listed below, which we refer to as MC Advisors’ investment performance rating. For any investment rated
in grades 3, 4 or 5, MC Advisors will increase its monitoring intensity and prepare regular updates for the investment committee,
summarizing current operating results and material impending events and suggesting recommended actions. MC Advisors monitors and,
when appropriate, changes the investment ratings assigned to each investment in our portfolio. In connection with our valuation
process, MC Advisors reviews these investment ratings on a quarterly basis, and our board of directors (the “Board”)
reviews and affirms such ratings. A definition of the rating system follows:



|Investment
        Performance
        Risk Rating |  | Summary Description                                                                                                                                                                                                                                                                                                                                                                              
|-------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Grade 1                                            |  | Includes investments exhibiting the least amount of risk in our portfolio. The issuer is performing above expectations or the issuer’s operating trends and risk factors are generally positive.                                                                                                                                                                                                 
|                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                  
|Grade 2                                            |  | Includes investments exhibiting an acceptable level of risk that is similar to the risk at the time of origination. The issuer is generally performing as expected or the risk factors are neutral to positive.                                                                                                                                                                                  
|                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                  
|Grade 3                                            |  | Includes investments performing below expectations and indicates that the investment’s risk has increased somewhat since origination. The issuer may be out of compliance with debt covenants; however, scheduled loan payments are generally not past due.                                                                                                                                      
|                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                  
|Grade 4                                            |  | Includes an issuer performing materially below expectations and indicates that the issuer’s risk has increased materially since origination. In addition to the issuer being generally out of compliance with debt covenants, scheduled loan payments may be past due (but generally not more than six months past due). For grade 4 investments, we intend to increase monitoring of the issuer.



32







|Grade 5 |  | Indicates that the issuer is performing substantially below expectations and the investment risk has substantially increased since origination. Most or all of the debt covenants are out of compliance or payments are substantially delinquent. Investments graded 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we expect to recover.
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our investment performance risk ratings
do not constitute any rating of investments by a nationally recognized statistical rating organization or reflect or represent
any third-party assessment of any of our investments.



In the event of a delinquency or a decision
to rate an investment grade 4 or grade 5, the applicable analyst, in consultation with a member of the investment committee, will
develop an action plan. Such a plan may require a meeting with the borrower’s management or the lender group to discuss reasons
for the default and the steps management is undertaking to address the under-performance, as well as required amendments and waivers
that may be required. In the event of a dramatic deterioration of a credit, MC Advisors intends to form a team or engage outside
advisors to analyze, evaluate and take further steps to preserve its value in the credit. In this regard, we would expect to explore
all options, including in a private equity sponsored investment, assuming certain responsibilities for the private equity sponsor
or a formal sale of the business with oversight of the sale process by us. Several of Monroe Capital’s professionals are
experienced in running work-out transactions and bankruptcies.



The following table shows the distribution
of our investments on the 1 to 5 investment performance rating scale as of September 30, 2016 (dollars in thousands):



|Investment Performance Rating |  | Investmentsat
Fair Value |         |  | Percentageof
Total
 Investments | 
|----------------------------- |  | ------------------------ | ------- |  | ------------------------------- | 
|1                             |  | $                        | —       |  |                                 | 
|2                             |  |                          | 344,702 |  |                                 | 
|3                             |  |                          | 25,705  |  |                                 | 
|4                             |  |                          | 6,249   |  |                                 | 
|5                             |  |                          | —       |  |                                 | 
|Total                         |  | $                        | 376,656 |  |                                 | 



The following table shows the distribution
of our investments on the 1 to 5 investment performance rating scale as of December 31, 2015 (dollars in thousands):



|Investment Performance Rating |  | Investmentsat
Fair Value |         |  | Percentageof
Total
 Investments | 
|----------------------------- |  | ------------------------ | ------- |  | ------------------------------- | 
|1                             |  | $                        | —       |  |                                 | 
|2                             |  |                          | 315,358 |  |                                 | 
|3                             |  |                          | 19,208  |  |                                 | 
|4                             |  |                          | 6,525   |  |                                 | 
|5                             |  |                          | —       |  |                                 | 
|Total                         |  | $                        | 341,091 |  |                                 | 



Results of Operations



Operating results were as follows (dollars
in thousands):



|                                                                           |  | Three months ended September 30, |       
|-------------------------------------------------------------------------- |  | -------------------------------- | ------
|                                                                           |  | 2016                             |       
|Total investment income                                                    |  | $                                | 11,128
|Total expenses                                                             |  |                                  | 5,545 
|Net investment income                                                      |  |                                  | 5,583 
|Net realized gain (loss) on investments                                    |  |                                  | —     
|Net change in unrealized appreciation (depreciation) on investments        |  |                                  | (1,848
|Net change in unrealized (appreciation) depreciation on secured borrowings |  |                                  | (123  
|Net increase (decrease) in net assets resulting from operations            |  | $                                | 3,612 



|                                                                           |  | Nine months ended September 30, |       
|-------------------------------------------------------------------------- |  | ------------------------------- | ------
|                                                                           |  | 2016                            |       
|Total investment income                                                    |  | $                               | 33,785
|Total expenses                                                             |  |                                 | 16,656
|Net investment income                                                      |  |                                 | 17,129
|Net realized gain (loss) on investments                                    |  |                                 | 587   
|Net change in unrealized appreciation (depreciation) on investments        |  |                                 | (847  
|Net change in unrealized (appreciation) depreciation on secured borrowings |  |                                 | (36   
|Net increase (decrease) in net assets resulting from operations            |  | $                               | 16,833



33







Investment Income



The composition of our investment income
was as follows (dollars in thousands):



|                                                   |  | Three months ended September 30, |       
|-------------------------------------------------- |  | -------------------------------- | ------
|                                                   |  | 2016                             |       
|Interest income                                    |  | $                                | 8,914 
|Dividend income                                    |  |                                  | 1,384 
|Fee income                                         |  |                                  | 220   
|Prepayment gain (loss)                             |  |                                  | 227   
|Accretion of discounts and amortization of premium |  |                                  | 383   
|Total investment income                            |  | $                                | 11,128



|                                                   |  | Nine months ended September 30, |       
|-------------------------------------------------- |  | ------------------------------- | ------
|                                                   |  | 2016                            |       
|Interest income                                    |  | $                               | 26,448
|Dividend income                                    |  |                                 | 4,297 
|Fee income                                         |  |                                 | 1,067 
|Prepayment gain (loss)                             |  |                                 | 836   
|Accretion of discounts and amortization of premium |  |                                 | 1,137 
|Total investment income                            |  | $                               | 33,785



The increase in investment income
of $2.0 million and $7.0 million during the three and nine months ended September 30, 2016, respectively, as compared to the three
and nine months ended September 30, 2015, is primarily due to increases in average outstanding loan balances and increases in dividend
income.



Operating Expenses



The composition of our operating expenses
was as follows (dollars in thousands):



|                                           |  | Three months ended September 30, |      
|------------------------------------------ |  | -------------------------------- | -----
|                                           |  | 2016                             |      
|Interest and other debt financing expenses |  | $                                | 1,523
|Base management fees                       |  |                                  | 1,594
|Incentive fees                             |  |                                  | 1,223
|Professional fees                          |  |                                  | 237  
|Administrative service fees                |  |                                  | 324  
|General and administrative expenses        |  |                                  | 265  
|Excise taxes                               |  |                                  | 342  
|Directors fees                             |  |                                  | 37   
|Total operating expenses                   |  | $                                | 5,545



|                                           |  | Nine months ended September 30, |       
|------------------------------------------ |  | ------------------------------- | ------
|                                           |  | 2016                            |       
|Interest and other debt financing expenses |  | $                               | 4,987 
|Base management fees                       |  |                                 | 4,598 
|Incentive fees                             |  |                                 | 4,282 
|Professional fees                          |  |                                 | 682   
|Administrative service fees                |  |                                 | 956   
|General and administrative expenses        |  |                                 | 611   
|Excise taxes                               |  |                                 | 429   
|Directors fees                             |  |                                 | 111   
|Total operating expenses                   |  | $                               | 16,656



34







The composition of our interest and other
debt financing expenses was as follows (dollars in thousands):



|                                                 |  | Three months ended September 30, |      
|------------------------------------------------ |  | -------------------------------- | -----
|                                                 |  | 2016                             |      
|Interest expense – revolving credit facility     |  | $                                | 935  
|Interest expense – SBA debentures                |  |                                  | 329  
|Amortization of deferred financing costs         |  |                                  | 222  
|Interest expense – secured borrowings            |  |                                  | 27   
|Other                                            |  |                                  | 10   
|Total interest and other debt financing expenses |  | $                                | 1,523



|                                                 |  | Nine months ended September 30, |      
|------------------------------------------------ |  | ------------------------------- | -----
|                                                 |  | 2016                            |      
|Interest expense – revolving credit facility     |  | $                               | 3,251
|Interest expense – SBA debentures                |  |                                 | 981  
|Amortization of deferred financing costs         |  |                                 | 603  
|Interest expense – secured borrowings            |  |                                 | 99   
|Other                                            |  |                                 | 53   
|Total interest and other debt financing expenses |  | $                               | 4,987



The increase in expenses of $0.9 million
during the three months ended September 30, 2016, as compared to the three months ended September 30, 2015 is primarily due to
an increase in base management fees due to the growth in invested assets and an increase in excise taxes.



The increase in expenses of $3.6 million
during the nine months ended September 30, 2016, as compared to the nine months ended September 30, 2015, is primarily due to an
increase in base management fees due to the growth in invested assets and increased incentive fees resulting from improvement in
performance. An increase in interest expense also contributed to the increase in expenses during the nine months ended September
30, 2016 as a result of additional borrowings (including SBA-guaranteed debentures) required to support the growth of the portfolio.



Net Realized Gain (Loss) on Investments



During the three months ended September
30, 2016 and 2015, we had sales of investments of zero and $0.2 million resulting in zero and $0.2 million of net realized gains
(losses), respectively. During the nine months ended September 30, 2016 and 2015, we had sales of investments of $0.6 million and
$0.2 million, resulting in $0.6 million and $0.2 million of realized gains (losses), respectively.



Net Change in Unrealized Appreciation (Depreciation) on
Investments and Secured Borrowings



For the three months ended September 30,
2016 and 2015, our investments had ($1.8) million and $0.1 million of net change in unrealized appreciation (depreciation), respectively.
For the three months ended September 30, 2016 and 2015, our secured borrowings had ($0.1) million and ($43) thousand of net change
in unrealized (appreciation) depreciation, respectively.



For the nine months ended September 30,
2016 and 2015, our investments had ($0.8) million and ($0.2) million of net unrealized appreciation (depreciation), respectively.
For the nine months ended September 30, 2016 and 2015, our secured borrowings had ($36) thousand and ($35) thousand of net unrealized
(appreciation) depreciation, respectively.



Net Increase (Decrease) in Net Assets Resulting from Operations



For the three months ended September 30,
2016 and 2015, the net increase in net assets from operations was $3.6 million and $4.7 million, respectively. Based on the weighted
average shares of common stock outstanding for the three months ended September 30, 2016 and 2015, our per share net increase in
net assets resulting from operations was $0.23 and $0.38, respectively. The $1.1 million decrease during the three months ended
September 30, 2016, as compared to three months ended September 30, 2015, is primarily the result of net unrealized mark-to-market
losses on investments in the portfolio during the three months ended September 30, 2016, partially offset by increased net investment
income due to portfolio growth and increases in dividend income.



For the nine months ended September 30,
2016 and 2015, the net increase in net assets from operations was $16.8 million and $13.7 million, respectively. Based on the weighted
average shares of common stock outstanding for the nine months ended September 30, 2016 and 2015, our per share net increase in
net assets resulting from operations was $1.21 and $1.21, respectively. The $3.1 million increase during the nine months ended
September 30, 2016, as compared to nine months ended September 30, 2015, is the result of a $3.4 million increase in net investment
income primarily due to portfolio growth and increases in dividend income.



Liquidity and Capital Resources



As of September 30, 2016, we had $6.0 million
in cash, $2.2 million in cash at MRCC SBIC, $104.5 million of total debt outstanding on our revolving credit facility and $40.0
million in outstanding SBA-guaranteed debentures. We had $55.5 million available for additional borrowings on our revolving credit
facility and $75.0 million in available SBA-guaranteed debentures. See “Borrowings” below for additional information.



35







Cash Flows



For the nine months ended September 30,
2016 and 2015, we experienced a net increase in cash of $0.7 million and $0.1 million, respectively. For the nine months ended
September 30, 2016, operating activities used $22.4 million, primarily as a result of purchases of portfolio investments, partially
offset by sales of and principal repayments on portfolio investments. For the nine months ended September 30, 2015, we used $81.1
million in operating activities, primarily as a result of purchases of portfolio investments, partially offset by sales of and
principal repayments on portfolio investments. During the nine months ended September 30, 2016 and 2015, investing activities provided
(used) $6.3 million and ($3.3) million, respectively, due to changes in the restricted cash balance at MRCC SBIC. During the nine
months ended September 30, 2016, we generated $16.7 million from financing activities primarily as a result of proceeds from our
capital raise during the period, partially offset by net repayments on our revolving credit facility and distributions to stockholders.
During the nine months ended September 30, 2015, we generated $84.5 million from financing activities, primarily from proceeds
from our capital raise during the period, net borrowings on our revolving credit facility and SBA debenture borrowings, partially
offset by distributions to stockholders.



Capital Resources



As a BDC, we distribute substantially all
of our net income to our stockholders and have an ongoing need to raise additional capital for investment purposes. We intend to
generate additional cash primarily from future offerings of securities, future borrowings and cash flows from operations, including
income earned from investments in our portfolio companies. On both a short-term and long-term basis, our primary use of funds will
be to invest in portfolio companies and make cash distributions to our stockholders.



As a BDC, we are generally not permitted
to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, or warrants,
options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock
if our Board, including independent directors, determines that such sale is in the best interests of us and our stockholders, and
if our stockholders have approved such sales. On June 24, 2015, our stockholders voted to allow us to sell or otherwise issue common
stock at a price below net asset value per share for a period of one year, subject to certain limitations. On July 14, 2016, our
stockholders once again voted to allow us to sell or otherwise issue common stock at a price below net asset value per share for
a period of one year, subject to certain limitations. As of September 30, 2016 and December 31, 2015, we had 16,577,500 and 13,008,007
shares outstanding, respectively.



On June 24, 2015, our stockholders approved
a proposal to authorize us to issue warrants, options or rights to subscribe to, convert to, or purchase our common stock in one
or more offerings. This is a standing authorization and does not require annual re-approval by our stockholders.



Stock Issuances: On July 25,
2016, we closed a public offering of 3,100,000 shares of our common stock at a public offering price of $15.50 per share, raising
approximately $48.1 million in gross proceeds. On August 3, 2016, we sold an additional 465,000 shares of our common stock, at
a public offering price of $15.50 per share, raising approximately $7.2 million in gross proceeds pursuant to the underwriters’
exercise of the over-allotment option. Aggregate underwriters’ discounts and commissions were $2.2 million and offering
costs were $0.5 million, resulting in net proceeds of $52.6 million.





On February 6, 2015, we entered
into an at-the-market (“ATM”) securities offering program with MLV & Co. LLC (“MLV”) and
JMP Securities LLC through which we may sell, by means of ATM offerings from time to time, up to $50.0 million of our
common stock. On July 1, 2016, the Company entered into an amendment to MLV's equity distribution agreement and an assignment
agreement to replace MLV with FBR Capital Markets & Co., an affiliate of MLV. During the nine months ended September 30,
2016, we did not make any sales of our common stock under the ATM program.



Borrowings



Revolving Credit Facility: As of
September 30, 2016 and December 31, 2015, we had $104.5 million and $123.7 million outstanding, respectively, under our revolving
credit facility with ING Capital LLC, as agent, to finance the purchase of our assets. As of September 30, 2016, the maximum amount
we were able to borrow under the revolving credit facility is $160.0 million and this maximum borrowing can be increased to $300.0
million pursuant to an accordion feature (subject to maintaining 200% asset coverage, as defined by the 1940 Act). The maturity
date on the facility is December 14, 2020.



The revolving credit facility is secured
by a lien on all of our assets, including cash on hand, but excluding the assets of our wholly-owned subsidiary, MRCC SBIC. Our
ability to borrow under the revolving credit facility is subject to availability under a defined borrowing base, which varies based
on our portfolio characteristics and certain eligibility criteria and concentration limits, as well as required valuation methodologies.
We may make draws under the revolving credit facility to make or purchase additional investments through December 2019 and for
general working capital purposes until the maturity date of the revolving credit facility. Borrowings under the revolving credit
facility bear interest, at our election, at an annual rate of LIBOR (one-month, two-month, three-month or six-month at our discretion
based on the term of the borrowing) plus 3.00%, with a further step-down to LIBOR plus 2.75% when net worth (excluding investments
in MRCC SBIC) exceeds $225.0 million or at a daily rate equal to 2.00% per annum plus the greater of the prime interest rate, the
federal funds rate plus 0.5% or LIBOR plus 1.0%. In addition to the stated interest rate on borrowings under the revolving credit
facility, we are required to pay a fee of 0.5% per annum on any unused portion of the revolving credit facility if the unused portion
of the facility is less than 65% of the then available maximum borrowing or a fee of 1.0% per annum on any unused portion of the
revolving credit facility if the unused portion of the facility is greater than or equal to 65% of the then available maximum borrowing.
As of September 30, 2016 and December 31, 2015, all of the outstanding borrowings were accruing at an interest rate of 3.6% and
3.4% (based on one-month LIBOR), respectively. The weighted average fee rate on our unused portion of the revolving credit facility
for the three and nine months ended September 30, 2016 was 0.5% and 0.5%, respectively. The weighted average interest rate of our
revolving credit facility borrowings (excluding debt issuance costs) for the three and nine months ended September 30, 2016 was
3.7% and 3.6%, respectively. As of September 30, 2015, all of the outstanding borrowings were accruing at an interest rate of 3.4%
(based on one-month LIBOR). The weighted average fee rate on the unused portion of the revolving credit facility for the three
and nine months ended September 30, 2015 was 0.5% and 0.6%, respectively. The weighted average interest rate of the revolving credit
facility borrowings (excluding debt issuance costs) for the three and nine months ended September 30, 2015 was 3.7% and 3.6%, respectively.



36







Our ability to borrow under the revolving
credit facility is subject to availability under the borrowing base, which permits us to borrow up to 70% of the fair market value
of our portfolio company investments depending on the type of the investment we hold and whether the investment is quoted. Our
ability to borrow is also subject to certain concentration limits, and our continued compliance with the representations, warranties
and covenants given by us under the facility. The revolving credit facility contains certain financial and restrictive covenants,
including, but not limited to, our maintenance of: (1) a minimum consolidated total net assets at least equal to the greater of
(a) 40% of the consolidated total assets on the last day of each quarter or (b) $120.0 million plus 65% of the net proceeds to
us from sales of our securities after December 14, 2015; (2) a ratio of total assets (less total liabilities other than indebtedness)
to total indebtedness of not less than 2.1 times; and (3) a ratio of earnings before interest and taxes to interest expense of
at least 2.5 times. The credit facility also requires us to undertake customary indemnification obligations with respect to ING
Capital LLC and other members of the lending group and to reimburse the lenders for expenses associated with entering into the
credit facility. The revolving credit facility also has customary provisions regarding events of default, including events of default
for nonpayment, change in control transactions at both Monroe Capital Corporation and MC Advisors, failure to comply with financial
and negative covenants, and failure to maintain our relationship with MC Advisors. If we incur an event of default under the revolving
credit facility and fail to remedy such default under any applicable grace period, if any, then the entire revolving credit facility
could become immediately due and payable, which would materially and adversely affect our liquidity, financial condition, results
of operations and cash flows.



Our revolving credit facility also imposes
certain conditions that may limit the amount of our distributions to stockholders. Distributions payable in our common stock under
the dividend reinvestment plan are not limited by the revolving credit facility. Distributions in cash or property other than common
stock are generally limited to 115% of the amount of distributions required to maintain our status as a RIC.



SBA Debentures: On February 28, 2014,
our wholly-owned subsidiary, MRCC SBIC, received a license from the SBA to operate as a SBIC under Section 301(c) of the Small
Business Investment Act of 1958, as amended. MRCC SBIC commenced operations on September 16, 2013.



The SBIC license allows MRCC SBIC to obtain
leverage by issuing SBA-guaranteed debentures, subject to the issuance of a leverage commitment by the SBA and other customary
procedures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest payable semi-annually and have a
ten year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid
at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed on a semi-annual basis (pooling date) at a
market-driven spread over U.S. Treasury Notes with 10-year maturities. The SBA, as a creditor, has a superior claim to MRCC SBIC’s
assets over our stockholders in the event we liquidate MRCC SBIC or the SBA exercises its remedies upon an event of default. As
of September 30, 2016, MRCC SBIC had $60.0 million in regulatory capital, $20.0 million in leveragable capital and $40.0 million
in SBA-guaranteed debentures outstanding. As of December 31, 2015, MRCC SBIC had $20.0 million in regulatory and leveragable capital
and $40.0 million in SBA-guaranteed debentures outstanding.



As of September 30, 2016 and December 31,
2015, MRCC SBIC had the following SBA-guaranteed debentures outstanding (dollars in thousands):



|Maturity Date  |  | Interest Rate |     |   | Amount |  
|-------------- |  | ------------- | --- | - | ------ | -
|September 2024 |  |               | 3.4 | % |        | $
|March 2025     |  |               | 3.3 | % |        |  
|March 2025     |  |               | 2.9 | % |        |  
|September 2025 |  |               | 3.6 | % |        |  
|Total          |  |               |     |   |        | $



SBA regulations currently limit the amount
that an individual SBIC may borrow to a maximum of $150.0 million when it has at least $75.0 million in regulatory capital, receives
a leverage commitment from the SBA and has been through an audit examination by the SBA subsequent to licensing. The SBA also historically
limited a related group of SBICs (commonly referred to as a “family of funds”) to a maximum of $225.0 million in total
borrowings. On December 18, 2015, this family of funds limitation was raised to $350.0 million in total borrowings. As we have
other affiliated SBICs already in operation, MRCC SBIC was historically limited to a maximum of $40.0 million in borrowings. Pursuant
to the increase in the family of funds limitation, we submitted a commitment application to the SBA and on April 13, 2016 were
approved for $75.0 million in additional SBA-guaranteed debentures for MRCC SBIC. In order for MRCC SBIC to gain access to the
entirety of the $75.0 million in SBA-guaranteed debentures, we would be required to contribute to MRCC SBIC an additional $37.5
million in leveragable capital.



Secured Borrowings: Certain partial
loan sales do not qualify for sale accounting under ASC Topic 860 — Transfers and Servicing (“ASC Topic 860”)
because these sales do not meet the definition of a “participating interest,” as defined in the guidance, in order
for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating
interest remain as an investment on the accompanying consolidated statements of assets and liabilities and the portion sold is
recorded as a secured borrowing in the liabilities section of the consolidated statements of assets and liabilities. For these
partial loan sales, the interest earned on the entire loan balance is recorded within “interest income” and the interest
earned by the buyer in the partial loan sale is recorded within “interest and other debt financing expenses” in the
accompanying consolidated statements of operations.



As of September 30, 2016, secured
borrowings at fair value totaled $1.6 million and the fair value of the loan that  is associated with these secured
borrowings was $5.1 million. As of December 31, 2015, secured borrowings at fair value totaled $2.5 million and the fair
value of the loans that are associated with these secured borrowings was $11.8 million. These secured borrowings were created
as a result of our completion of partial loan sales of certain unitranche loan assets during the year ended December 31,
2013, that did not meet the definition of a “participating interest.” As a result, sale treatment was not allowed
and these partial loan sales were treated as secured borrowings. No such partial loan sales occurred during the year ended
December 31, 2015 and the nine months ended September 30, 2016. During the three and nine months ended September 30, 2016,
repayments on secured borrowings totaled $0.6 million and $0.9 million, respectively. During the three and nine months ended
September 30, 2015, repayments on secured borrowings totaled $0.6 million and $1.2 million, respectively. The weighted
average interest rate on our secured borrowings was approximately 6.0% and 5.8% as of September 30, 2016 and December 31,
2015, respectively.



37







Distribution Policy



Our Board will determine the timing and
amount, if any, of our distributions. We intend to pay distributions on a quarterly basis. In order to avoid corporate-level tax
on the income we distribute as a RIC, we must distribute to our stockholders at least 90% of our ordinary income and realized net
short-term capital gains in excess of realized net long-term capital losses, if any, on an annual basis out of the assets legally
available for such distributions. In addition, we also intend to distribute any realized net capital gains (i.e., realized net
long-term capital gains in excess of realized net short-term capital losses) at least annually out of the assets legally available
for such distributions. Distributions to stockholders for the three and nine months ended September 30, 2016 totaled $5.8 million
($0.35 per share) and $14.9 million ($1.05 per share), respectively. Distributions to stockholders for the three and nine months
ended September 30, 2015 totaled $4.4 million ($0.35 per share) and $12.2 million ($1.05 per share), respectively. The tax character
of such distributions is determined at the end of the fiscal year. However, if the character of such distributions were determined
as of September 30, 2016 and 2015, no portion of these distributions would have been characterized as a tax return of capital to
stockholders.



We have adopted an “opt out”
dividend reinvestment plan (“DRIP”) for our common stockholders. As a result, if we declare a distribution, our stockholders’
cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically
“opts out” of our DRIP. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions
paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the
same manner as cash distributions, stockholders participating in our DRIP will not receive any corresponding cash distributions
with which to pay any such applicable taxes.



Related Party Transactions



We have a number of business relationships
with affiliated or related parties, including the following:



| | · | We have an Investment Advisory and Management Agreement with MC Advisors, an investment advisor registered with the SEC, to manage our day-to-day operating and investing activities. We pay MC Advisors a fee for its services under the Investment Advisory and Management Agreement consisting of two components — a base management fee and an incentive fee. See Note 6 to our consolidated financial statements and “Significant Accounting Estimates and Critical Accounting Policies — Capital Gains Incentive Fee” for additional information.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We have an Administration Agreement with MC Management to provide us with the office facilities and administrative services necessary to conduct our day-to-day operations. See Note 6 to our consolidated financial statements for additional information.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Theodore L. Koenig, our Chief Executive Officer and Chairman of our Board is also a manager of MC Advisors and the President and Chief Executive Officer of MC Management. Aaron D. Peck, our Chief Financial Officer and Chief Investment Officer, serves as a director on our Board and is also a managing director of MC Management.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We have a license agreement with Monroe Capital LLC, under which Monroe Capital LLC has agreed to grant us a non-exclusive, royalty-free license to use the name “Monroe Capital” for specified purposes in our business.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, we have adopted a formal code
of ethics that governs the conduct of MC Advisors’ officers, directors and employees. Our officers and directors also remain
subject to the duties imposed by both the 1940 Act and Maryland General Corporation Law.



Commitments and Contingencies and Off-Balance Sheet Arrangements



Commitments and Contingencies



As of September 30, 2016 and December 31,
2015, we had $24.1 million and $20.7 million in outstanding commitments to fund investments under undrawn revolvers, capital expenditure
loans and delayed draw commitments. Additionally, we have entered into certain contracts with other parties that contain a variety
of indemnifications. Our maximum exposure under these arrangements is unknown. However, we have not experienced claims or losses
pursuant to these contracts and believe the risk of loss related to such indemnifications to be remote.



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.



38







Market Trends



We have identified the following trends
that may affect our business:



Target Market:   We believe
that small and middle-market companies in the United States with annual revenues between $10.0 million and $2.5 billion represent
a significant growth segment of the U.S. economy and often require substantial capital investments to grow. Middle-market companies
have generated a significant number of investment opportunities for investment funds managed or advised by Monroe Capital, and
we believe that this market segment will continue to produce significant investment opportunities for us.



Specialized Lending Requirements:
  We believe that several factors render many U.S. financial institutions ill-suited to lend to U.S. middle-market companies.
For example, based on the experience of our management team, lending to U.S. middle-market companies (1) is generally more labor
intensive than lending to larger companies due to the smaller size of each investment and the fragmented nature of information
for such companies, (2) requires due diligence and underwriting practices consistent with the demands and economic limitations
of the middle-market and (3) may also require more extensive ongoing monitoring by the lender.



Demand for Debt Capital:   We
believe there is a large pool of uninvested private equity capital for middle-market companies. We expect private equity firms
will seek to leverage their investments by combining equity capital with senior secured loans and mezzanine debt from other sources,
such as us.



Competition from Other Lenders:   We
believe that many traditional bank lenders, in recent years, de-emphasized their service and product offerings to middle-market
businesses in favor of lending to large corporate clients and managing capital market transactions. In addition, many commercial
banks face significant balance sheet constraints as they seek to build capital and meet future regulatory capital requirements.
These factors may result in opportunities for alternative funding sources to middle-market companies and therefore drive increased
new investment opportunities for us. Conversely, there is increased competitive pressure in the BDC and investment company marketplace
for senior and subordinated debt which could result in lower yields for increasingly riskier assets.



Pricing and Deal Structures:   We
believe that the volatility in global markets over the last several years and current macroeconomic issues such as a weakened U.S.
economy has reduced access to, and availability of, debt capital to middle-market companies, causing a reduction in competition
and generally more favorable capital structures and deal terms. Recent capital raises in the BDC and investment company marketplace
have created increased competition; however, we believe that current market conditions may continue to create favorable opportunities
to invest at attractive risk-adjusted returns.



Significant Accounting Estimates and Critical Accounting
Policies



Revenue Recognition



We record interest income on an accrual
basis to the extent that we expect to collect such amounts. For loans and debt securities with contractual PIK interest, we do
not accrue PIK interest if the portfolio company valuation indicates that such PIK interest is not collectible. We do not accrue
as a receivable interest on loans and debt securities if we have reason to doubt our ability to collect such interest. Loan origination
fees, original issue discount and market discount or premium is capitalized, and we then amortize such amounts using the effective
interest method as interest income over the life of the investment. Upon the prepayment of a loan or debt security, any unamortized
premium or discount or loan origination fees are recorded as interest income. We record prepayment premiums on loans and debt securities
as interest income when we receive such amounts.



Dividend income on preferred equity securities
is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are
expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies.
Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments
is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, we will
not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis
earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded
as a reduction in the cost basis of the investment.



Valuation of Portfolio Investments



As a BDC, we generally invest in illiquid
securities including debt and, to a lesser extent, equity securities of middle-market companies. Under procedures established by
our Board, we value investments for which market quotations are readily available and within a recent date at such market quotations.
We obtain these market values from an independent pricing service or at the mean between the bid and ask prices obtained from at
least two brokers or dealers (if available, otherwise by a principal market maker or a primary market dealer). When doing so, we
determine whether the quote obtained is sufficient in accordance with generally accepted accounting principles in the United States
(“GAAP”) to determine the fair value of the security. Debt and equity securities that are not publicly traded or whose
market prices are not readily available or whose market prices are not regularly updated are valued at fair value as determined
in good faith by our Board. Such determination of fair values may involve subjective judgments and estimates. Investments purchased
within 60 days of maturity are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value.
With respect to unquoted or thinly-traded securities, our Board, together with our independent valuation firms, values each investment
considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public
and other factors.



39







Our Board is ultimately and solely responsible
for determining the fair value of the portfolio investments that are not publicly traded, whose market prices are not readily available
on a quarterly basis in good faith or any other situation where portfolio investments require a fair value determination.



When an external event such as a purchase
transaction, public offering or subsequent equity sale occurs, our Board uses the pricing indicated by the external event to corroborate
and/or assist us in our valuation. Because we expect that there will not be a readily available market for many of the investments
in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by our Board using
a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the
fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly
from the values that would have been used had a readily available market value existed for such investments, and the differences
could be material.



With respect to investments
for which market quotations are not readily available, our Board undertakes a multi-step valuation process each quarter, as described
below:



| | · | the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals responsible for the credit monitoring of the portfolio investment;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | preliminary valuation conclusions are then documented and discussed with senior management;
| | - | -------------------------------------------------------------------------------------------



| | · | our Board engages one or more independent valuation firm(s) to conduct fair value appraisals of material investments for which market quotations are not readily available. These fair value appraisals for material investments are received at least once in every calendar year for each portfolio company investment, but are generally received quarterly;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | our audit committee of the Board reviews the preliminary valuations of MC Advisors and of the independent valuation firm(s) and responds and supplements the valuation recommendations to reflect any comments; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | our Board discusses these valuations and determines the fair value of each investment in the portfolio in good faith, based on the input of MC Advisors, the independent valuation firm(s) and the audit committee.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Valuation of Secured Borrowings



We have elected the fair value option under
Accounting Standards Codification (“ASC”) Topic 825 —  Financial Instruments (“ASC Topic
825”) relating to accounting for debt obligations at their fair value for our secured borrowings, which arose due to partial
loan sales which did not meet the criteria for sale treatment under ASC Topic 860. Due to the absence of a liquid trading market
for these secured borrowings, they are valued by calculating the net present value of the future expected cash flow streams using
an appropriate risk-adjusted discount rate model. The discount rate considers projected performance of the related loan investment,
applicable market yields and leverage levels, credit quality, prepayment penalties and comparable company analysis. We will consult
with an independent valuation firm relative to the fair value of its secured borrowings at least once in every calendar year.



Net Realized Gains or Losses and Net Change in Unrealized
Appreciation or Depreciation



We measure realized gains or losses by the
difference between the net proceeds from the sale and the amortized cost basis of the investment, without regard to unrealized
appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation reflects the change in
portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation
or depreciation, when gains or losses are realized. We report changes in the fair value of secured borrowings that are measured
at fair value as a component of the net change in unrealized (appreciation) depreciation on secured borrowings in the consolidated
statements of operations.



Capital Gains Incentive Fee



Pursuant to the terms of the Investment
Advisory and Management Agreement with MC Advisors, the incentive fee on capital gains earned on liquidated investments of our
portfolio is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory
and administrative services agreement). This fee equals 20.0% of our incentive fee capital gains (i.e., our realized capital gains
on a cumulative basis from inception, calculated as of the end of the applicable period, net of all realized capital losses and
unrealized capital depreciation on a cumulative basis), less the aggregate amount of any previously paid capital gains incentive
fees. On a quarterly basis, we accrue for the capital gains incentive fee by calculating such fee as if it were due and payable
as of the end of such period.



While the Investment Advisory and Management
Agreement with MC Advisors neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital
gains incentive fee, pursuant to an interpretation of an American Institute for Certified Public Accountants Technical Practice
Aid for investment companies, we include unrealized gains in the calculation of the capital gains incentive fee expense and related
accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to MC Advisors if our entire
portfolio was liquidated at its fair value as of the consolidated statement of asset and liabilities date even though MC Advisors
is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.



40







During the three months ended September
30, 2016, we had a reduction in accrued capital gains incentive fees of $138 thousand, as a result of net declines in portfolio
valuations during the period. During the nine months ended September 30, 2016, we did not accrue any capital gains incentive fees
based on the performance of our portfolio. During the three and nine months ended September 30, 2015, we did not accrue any capital
gains incentive fees based on the performance of our portfolio.



New Accounting Pronouncements



In May 2014, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers
(ASC Topic 606) (“ASU 2014-09”). The core principle of ASU 2014-09 is that an entity should recognize revenue to depict
the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:
Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine
the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize
revenue when (or as) the entity satisfies a performance obligation.



ASU 2014-09 also specified the accounting
for some costs to obtain or fulfill a contract with a customer. In addition, ASU 2014-09 requires that an entity disclose sufficient
information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash
flows arising from contracts with customers. The initial effective date of ASU 2014-09 was for fiscal periods beginning after December
15, 2016. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (ASC Topic 606): Deferral
of the Effective Date , which deferred the effective date to fiscal periods beginning after December 15, 2017. Management is
currently evaluating the impact these changes will have on our consolidated financial statements and disclosures.



In February 2015, the FASB issued ASU 2015-02,
Consolidation (ASC Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 significantly
changes the consolidation analysis required under GAAP and ends the deferral granted to investment companies from applying the
variable interest entity guidance. ASU 2015-02 is effective for interim and annual reporting periods in fiscal years that begin
after December 15, 2015 and early adoption is permitted. We have adopted ASU 2015-02 and the adoption did not have a material impact
on our consolidated financial statements and disclosures.



In April 2015, the FASB issued ASU No. 2015-03,
Interest — Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
(“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented
in the statements of assets and liabilities as a direct deduction from the carrying amount of that debt liability, consistent with
debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU.
ASU 2015-03 is effective for fiscal years that begin after December 15, 2015 and early adoption is permitted. We have adopted ASU
2015-03 and the revised presentation is reflected in our consolidated financial statements for the periods presented.



In January 2016, the FASB issued ASU 2016-01,
Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and
Financial Liabilities (“ASU 2016-01”). ASU 2016-01 retains many current requirements for the classification and
measurement of financial instruments; however, it significantly revises an entity’s accounting related to (1) the classification
and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities
measured at fair value. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments.
This guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is not permitted
for public business entities. Management is currently evaluating the impact these changes will have on our consolidated financial
statements and disclosures.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK



We are subject to financial market risks,
including changes in interest rates. The majority of the loans in our portfolio have floating interest rates, and we expect that
our loans in the future may also have floating interest rates. These loans are usually based on a floating LIBOR and typically
have interest rate re-set provisions that adjust applicable interest rates under such loans to current market rates on a monthly
or quarterly basis. The majority of the loans in our current portfolio have interest rate floors which have effectively converted
the loans to fixed rate loans in the current interest rate environment. In addition, our credit facility has a floating interest
rate provision and we expect that other credit facilities into which we enter in the future may have floating interest rate provisions.



Assuming that the consolidated statement
of financial condition as of September 30, 2016 was to remain constant and that we took no actions to alter our existing interest
rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.



|                         |  | Increase  (decrease) in |       |   | Increase  (decrease) in |   |       | Net increase  (decrease) in | 
|------------------------ |  | ----------------------- | ----- | - | ----------------------- | - | ----- | --------------------------- | 
|Change in Interest Rates |  | interest income         |       |   | interest expense        |   |       | net investment income       | 
|                         |  | (in thousands)          |      
|Down 25 basis points     |  | $                       | (97   | ) |                         | $ | (261  | )                           | 
|Up 100 basis points      |  |                         | 2,033 |   |                         |   | 1,062 |                             | 
|Up 200 basis points      |  |                         | 5,488 |   |                         |   | 2,123 |                             | 
|Up 300 basis points      |  |                         | 8,943 |   |                         |   | 3,184 |                             | 



41







Although we believe that this analysis is
indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality,
the size and composition of the assets in our portfolio and other business developments, including borrowing under the credit facility
or other borrowings that could affect net increase in net assets resulting from operations, or net income. Accordingly, we can
offer no assurances that actual results would not differ materially from the analysis above.



We may in the future hedge against interest
rate fluctuations by using standard hedging instruments such as futures, options and forward contracts to the extent permitted
under the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest
rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in
our portfolio with fixed interest rates or interest rate floors.



ITEM 4. CONTROLS AND PROCEDURES



In accordance with Rules 13a-15(b) and 15d-15(b)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation
of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based on that evaluation, our management,
including the Chief Executive Officer and Chief Financial Officer, concluded that, at the end of the period covered by our Quarterly
Report on Form 10-Q, our disclosure controls and procedures were effective and provided reasonable assurance that information required
to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Notwithstanding
the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth
in the Company’s periodic reports.



No change occurred in our internal control
over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the nine months ended September
30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



42







PART II



OTHER INFORMATION



Item 1. Legal Proceedings



Neither we nor our investment adviser are
currently subject to any material legal proceedings.



Item 1A. Risk Factors



None.



Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds



None.



Item 3. Defaults Upon Senior Securities



None.



Item 4. Mine Safety Disclosures



None.



Item 5. Other Information



None.



43







Item 6. Exhibits



|Exhibit |  |                                                                                                                                                                              
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Document                                                                                                                                                      
|        |  |                                                                                                                                                                              
|31.1    |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|        |  |                                                                                                                                                                              
|31.2    |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|        |  |                                                                                                                                                                              
|32.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                       



44







SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|Date: November 7, 2016 | By | /s/ Theodore L. Koenig                                                                                                                                                      
|---------------------- | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |    | Theodore L. Koenig
        Chairman, Chief Executive Officer and Director
        (Principal Executive Officer)                                                             
|                       |    | Monroe Capital Corporation                                                                                                                                                  
|                       |    |                                                                                                                                                                             
|Date: November 7, 2016 | By | /s/ Aaron D. Peck                                                                                                                                                           
|                       |    | Aaron D. Peck
        Chief Financial Officer, Chief Investment Officer and Director
        (Principal Financial and Accounting Officer)
        Monroe Capital Corporation



45