UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 1, 2021
CAPITAL SOUTHWEST CORPORATION
(Exact Name Of Registrant As Specified In Charter)
| Texas | 814-00061 | 75-1072796 | ||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
5400 Lyndon B. Johnson Freeway, Suite 1300
Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 238-5700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
| Common Stock, $0.25 par value per share | CSWC | The Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 1, 2021, Capital Southwest Corporation (the “Company”) issued a press release, a copy of which has been furnished as Exhibit 99.1 hereto.
The information furnished in this Current Report on Form 8-K under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, except as shall be expressly set forth by reference in a future filing.
Item 7.01 Regulation FD Disclosure.
The Company expects to hold a conference call with analysts and investors on February 2, 2021. A copy of the investor presentation slides to be used by the Company on such conference call is furnished as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.
The information set forth under this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
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 hereunto duly authorized.
Dated: February 1, 2021
| By: | /s/ Bowen S. Diehl | |||||||
| Name: Bowen S. Diehl | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Exhibit 99.1
 | Lincoln Centre Tower I 5400 Lyndon B. Johnson Freeway, Suite 1300 Dallas, Texas 75240 T 214.238.5700 F 214.238.5701 | |||||||
Capital Southwest Announces Financial Results for Third Fiscal Quarter Ended December 31, 2020 and Announces Increase in Total Dividends to $0.52 per share for the Quarter Ended March 31, 2021
CSWC Reports Pre-Tax Net Investment Income of $0.52 Per Share
Dallas, Texas – February 1, 2021 – Capital Southwest Corporation (“Capital Southwest,” “CSWC” or the “Company”) (Nasdaq: CSWC), an internally managed business development company focused on providing flexible financing solutions to support the acquisition and growth of middle market businesses, today announced its financial results for the third fiscal quarter ended December 31, 2020.
Third Quarter Fiscal Year 2021 Financial Highlights
•Total Investment Portfolio: $648.8 million
◦Credit Portfolio of $531.1 million:
▪91% 1st Lien Senior Secured Debt
▪$55.5 million in new committed credit investments
▪Weighted Average Yield on Debt Investments: 10.6%
▪One credit investment currently on non-accrual with a fair value of $0.7 million, representing 0.1% of the total investment portfolio
•No new credit investments placed on non-accrual during the quarter
◦Equity Portfolio of $54.0 million, excluding investment in I-45 Senior Loan Fund ("I-45 SLF")
▪$2.0 million in new committed equity co-investments
◦CSWC Investment in I-45 SLF of $63.6 million at fair value
▪I-45 SLF portfolio of $159.6 million
•Portfolio consists of 38 issuers: 94% 1st Lien Debt and 6% 2nd Lien Debt
▪$85.0 million of debt outstanding at I-45 SLF as of December 31, 2020
•I-45 SLF fund leverage of 1.07x debt to equity at fair value at quarter end
▪I-45 SLF paid a $1.7 million quarterly dividend to CSWC, an annualized yield of 10.6%
•Pre-Tax Net Investment Income: $10.0 million, or $0.52 per weighted average diluted share
•Dividends: Paid $0.41 per share Regular Dividend, $0.10 per share Supplemental Dividend
◦107% LTM Pre-Tax NII Regular Dividend Coverage
◦Total Dividends for the quarter ended December 31, 2020 of $0.51 per share
◦Undistributed Taxable Income at quarter end estimated at $1.09 per share
•Net Realized and Unrealized Appreciation on Investments: $7.1 million
◦$6.5 million of net appreciation related to the equity portfolio
◦$0.7 million of net appreciation related to the upper middle market debt portfolio, including I-45 SLF
◦$0.1 million net depreciation related to the lower middle market debt portfolio
•Realized Loss on Extinguishment of Debt: $0.3 million
◦Redeemed $20 million in aggregate principal amount of the 5.95% Notes due 2022 (the "December 2022 Notes")
•Balance Sheet:
◦Cash and Cash Equivalents: $43.7 million
◦Total Net Assets: $312.7 million
◦Net Asset Value (“NAV”) per Share: $15.74
In commenting on the Company’s results, Bowen Diehl, President and Chief Executive Officer, stated, “We finished calendar year 2020 strong as our portfolio continued to appreciate, recovering nicely from the effects of the pandemic, and our few non-accrual investments were resolved mostly with structures that allow us the opportunity to build back the value lost in those investments. Deal activity was strong for the quarter, and very strong considering the deal closings that extended into the first few weeks of January. In aggregate, we closed commitments of approximately $91 million, including $57.5 million in the December quarter and $33.5 million during January. Net Investment Income was a strong $0.52 per share for the quarter, allowing us to increase our regular dividend for the March quarter to $0.42 per share. On the capitalization front, we completed a $75 million institutionally placed 4.5% unsecured note offering due 2026, and sold $21 million of equity through our equity ATM program, providing us capital to redeem the remainder of our 5.95% unsecured bonds due 2022, and pay down our credit facility, providing additional investment capital to fund originations. Our team has done a phenomenal job this year managing our business for our shareholders.”
Third Quarter Fiscal Year Investment Activities
During the quarter ended December 31, 2020, the Company originated investments in three new portfolio companies and three follow-on investments in existing portfolio companies, totaling $57.5 million in capital commitments. New portfolio company investment transactions that occurred during the quarter ended December 31, 2020 are summarized as follows:
Acceleration Partners, LLC, $8.8 million 1st Lien Senior Secured Debt, $3.2 million Delayed Draw Term Loan, $1.0 million Common and Preferred Equity: Acceleration Partners, LLC is an affiliate marketing services agency that works with its clients to establish, grow and scale their affiliate and performance-based partner marketing programs to drive tangible results through program development and execution.
Broad Sky Networks LLC, $15.0 million 1st Lien Senior Secured Debt, $2.5 million Revolving Loan, $1.0 million Preferred Equity: Broad Sky Networks, LLC is a provider of commercial grade wireless internet solutions.
Klein Hersh, LLC, $15.0 million 1st Lien Senior Secured Debt, $0.9 million Revolving Loan: Klein Hersh, LLC is an executive search and consulting firm focused exclusively on the healthcare and life sciences industries.
During the quarter ended December 31, 2020, the Company received full prepayment on one upper middle market investment totaling $10.5 million and one lower middle market investment totaling $8.0 million. The Company also received proceeds on the sale of one lower middle market equity investment totaling $9.5 million.
Coastal Television Broadcasting LLC: Proceeds of $8.0 million, generating an IRR of 21.3%.
iEnergizer Limited: Proceeds of $10.5 million, generating an IRR of 9.8%.
Tinuiti Inc.: Proceeds of $9.5 million, generating IRR of 73.2%.
Subsequent to Quarter-End Origination Activity
Subsequent to quarter ended December 31, 2020, the Company originated investments in two new portfolio companies, totaling $33.5 million in capital commitments. These new investment transactions that occurred subsequent to quarter end are summarized as follows:
$15.5 million 1st Lien Senior Secured Debt, $2.0 million Equity: An investment in an authorized specialty distributor of electronic components to customers across the United States and internationally.
$16.0 million 1st Lien Senior Secured Debt: An investment in a specialized buyer and seller of closeout goods and value priced, proprietary branded products.
Third Fiscal Quarter 2021 Operating Results
For the quarter ended December 31, 2020, Capital Southwest reported total investment income of $19.0 million, compared to $16.7 million in the prior quarter. The increase in investment income was primarily attributable to an increase in average debt investments outstanding, an increase in weighted average yield on debt investments, an increase in dividend income due to a dividend received from an equity investment and an increase in non-recurring prepayment fees received from portfolio companies during the quarter.
For the quarter ended December 31, 2020, total operating expenses (excluding interest expense) were $4.5 million, compared to $4.2 million in the prior quarter. The increase in expenses was primarily attributable to an increase to our annual bonus accrual based on improvement in our overall company performance.
For the quarter ended December 31, 2020, interest expense was $4.5 million as compared to $4.4 million in the prior quarter. The increase was primarily due to the issuance of additional 5.375% Notes due 2024 in August 2020, as well as an increase in the average borrowings on the Credit Facility.
For the quarter ended December 31, 2020, total pre-tax net investment income was $10.0 million, compared to $8.1 million in the prior quarter.
For the quarter ended December 31, 2020, Capital Southwest had tax expense of $1.5 million as compared to a tax benefit of $0.2 million in the previous quarter. The increase was primarily due to the write-off of the deferred tax asset at Capital Southwest Management Corporation, a wholly owned subsidiary of CSWC ("CSMC"). Effective December 31, 2020, CSMC merged with and into CSWC, which is not subject to corporate federal income taxes. As such, the deferred tax asset of approximately $1.4 million was written off.
During the quarter ended December 31, 2020, Capital Southwest recorded total net realized and unrealized gains on investments of $7.1 million, compared to $8.4 million in the prior quarter. For the quarter ended December 31, 2020, this included total net realized losses on investments of $0.1 million and net unrealized appreciation on investments of $7.2 million. The net increase in net assets resulting from operations was $15.4 million for the quarter, compared to $16.4 million in the prior quarter.
The Company’s NAV at December 31, 2020 was $15.74 per share, as compared to $15.36 at September 30, 2020. The increase in NAV per share from the prior quarter is primarily due to net unrealized appreciation on the investment portfolio.
Liquidity and Capital Resources
At December 31, 2020, Capital Southwest had approximately $43.7 million in unrestricted cash and money market balances, $150.0 million of total debt outstanding on the Credit Facility, $36.7 million, net of unamortized debt issuance costs, of the December 2022 Notes outstanding, $122.8 million, net of unamortized debt issuance costs, of the October 2024 Notes (as defined below) outstanding and $73.4 million, net of unamortized debt issuance costs, of the January 2026 Notes (as defined below) outstanding. As of December 31, 2020, Capital Southwest had $186.9 million in available borrowings under the Credit Facility. The debt to equity ratio at the end of the quarter was 1.22 to 1.
In September 2019, the Company issued $65.0 million in aggregate principal amount of 5.375% Notes due 2024 (the “Existing October 2024 Notes”). On October 8, 2019, the Company issued an additional $10.0 million in aggregate principal amount of the October 2024 Notes (the "Additional October 2024 Notes" together with the Existing October 2024 Notes, the "October 2024 Notes"). In August 2020, the Company issued an additional $50.0 million in aggregate principal amount of the October 2024 Notes (the "New Notes" together with the Existing October 2024 Notes and the Additional October 2024 Notes, the "October 2024 Notes"). The total net proceeds from the offering of the October 2024 Notes was $122.5 million, before offering expenses payable by us. The October 2024 Notes mature on October 1, 2024 and may be redeemed in whole or in part at any time prior to July 1, 2024, at par plus a “make-whole” premium, and thereafter at par. The October 2024 Notes bear interest at a rate of 5.375% per year, payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2020.
On December 10, 2020 (the "Redemption Date"), the Company redeemed $20 million in aggregate principal amount of the December 2022 Notes. The December 2022 Notes were redeemed at 100% of their principal amount, plus the
accrued and unpaid interest thereon, through, but excluding the Redemption Date. Accordingly, during the three months ended December 31, 2020, the Company recognized realized losses on the extinguishment of debt of $0.3 million, equal to the write-off of the related unamortized debt issuance costs during the quarter ended December 31, 2020.
In December 2020, the Company issued $75.0 million in aggregate principal amount of 4.50% Notes due 2026 (the "January 2026 Notes"). The total net proceeds from the offering of the January 2026 Notes was $73.5 million, before offering expenses payable by us. The January 2026 Notes mature on January 31, 2026 and may be redeemed in whole or in part at any time prior to October 31, 2025, at par plus a "make-whole" premium, and thereafter at par. The January 2026 Notes bear interest at a rate of 4.50% per year, payable semi-annually on January 31 and July 31 of each year, beginning on July 31, 2021.
In December 2018, the Company entered into the Amended and Restated Senior Secured Revolving Credit Agreement (the "Amended and Restated Agreement"), and a related Amended and Restated Guarantee, Pledge and Security Agreement, to amend and restate its Senior Secured Revolving Credit Facility (the "Credit Facility"). On May 23, 2019, the Company entered into an Incremental Assumption Agreement, which increased the total commitments under the Credit Facility by $25 million. The increase was executed under the accordion feature of the Credit Facility and increased total commitments from $270 million to $295 million. On March 19, 2020, CSWC entered into an Incremental Assumption Agreement, which increased the total commitments under the accordion feature of the Credit Facility by $30 million, increasing total commitments from $295 million to $325 million. On December 10, 2020, CSWC entered into Amendment No. 1 to the Credit Agreement, which expanded the accordion feature from $350 million to $400 million. In addition, on December 10, 2020, the Company entered into an Incremental Commitment Agreement that increased the total commitments under the Credit Agreement from $325 million to $340 million.
On March 4, 2019, the Company entered into separate equity distribution agreements with certain sales agents through which it may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $50,000,000 (the "Equity ATM Program"). On February 4, 2020, the Company (i) increased the maximum amount of shares of its common stock to be sold through the Equity ATM Program to $100,000,000 from $50,000,000 and (ii) added two additional sales agents to the Equity ATM Program.
During the quarter ended December 31, 2020, the Company sold 1,264,776 shares of its common stock under the Equity ATM Program at a weighted-average price of $16.64 per share, raising $21.1 million of gross proceeds. Net proceeds were $20.6 million after commissions to the sales agents on shares sold. Cumulative to date, the Company has sold 3,168,153 shares of its common stock under the Equity ATM Program at a weighted-average price of $18.85, raising $59.7 million of gross proceeds. Net proceeds were $58.5 million after commissions to the sales agents on shares sold. As of December 31, 2020, the Company has $40.3 million available under the Equity ATM Program.
Additionally, I-45 SLF has total commitments outstanding of $150 million from a group of four bank lenders in its Deutsche Bank led credit facility, which is scheduled to mature in November 2024. As of December 31, 2020, I-45 SLF had $85 million in borrowings outstanding under its credit facility.
Share Repurchase Program
On January 25, 2016, Capital Southwest announced that its Board of Directors authorized the repurchase of up to $10.0 million of its common stock at prices below the Company’s net asset value per share as reported in its most recent financial statements. The Board authorized the share repurchase program because it believes that the Company’s common stock may be undervalued from time to time due to market volatility.
On March 26, 2020, the aggregate amount of the Company’s common stock purchased (inclusive of commission fees) pursuant to the share repurchase agreement met the threshold set forth in the share repurchase agreement and, as a result, the Company ceased purchasing common stock under the share repurchase program on such date. Cumulative to date, the Company has repurchased a total of 840,543 shares at an average price of $11.85 per share, including commissions paid. Accordingly, during the quarter ended December 31, 2020, the Company did not repurchase any shares of the Company's common stock under the share repurchase program.
Declared Dividend of $0.52 Per Share for Quarter Ended March 31, 2021
On January 20, 2021, the Board declared total dividends of $0.52 per share for the quarter ended March 31, 2021, comprised of a Regular Dividend of $0.42 per share and a Supplemental Dividend of $0.10 per share.
The Company's dividend will be payable as follows:
March 31, 2021 Dividend
Amount Per Share: $0.52
Ex-Dividend Date: March 12, 2021
Record Date: March 15, 2021
Payment Date: March 31, 2021
When declaring dividends, the Board reviews estimates of taxable income available for distribution, which may differ from net investment income under generally accepted accounting principles. The final determination of taxable income for each year, as well as the tax attributes for dividends in such year, will be made after the close of the tax year.
Capital Southwest maintains a dividend reinvestment plan ("DRIP") that provides for the reinvestment of dividends on behalf of its registered stockholders who hold their shares with Capital Southwest’s transfer agent and registrar, American Stock Transfer and Trust Company. Under the DRIP, if the Company declares a dividend, registered stockholders who have opted into the DRIP by the dividend record date will have their dividend automatically reinvested into additional shares of Capital Southwest common stock.
Third Quarter 2021 Earnings Results Conference Call and Webcast
Capital Southwest has scheduled a conference call on Tuesday, February 2, 2021, at 11:00 a.m. Eastern Time to discuss the third quarter 2021 financial results. You may access the call by dialing (866) 502-8274 and using the Conference ID 4729457 at least 10 minutes before the call. The call can also be accessed using the Investor Relations section of Capital Southwest's website at www.capitalsouthwest.com, or by using http://edge.media-server.com/mmc/p/d5kg4tq9.
A telephonic replay will be available through February 9, 2021 by dialing (855) 859-2056 and using the Conference ID 4729457. An audio archive of the conference call will also be available on the Investor Relations section of Capital Southwest’s website.
For a more detailed discussion of the financial and other information included in this press release, please refer to the Capital Southwest Form 10-Q for the period ended December 31, 2020 to be filed with the Securities and Exchange Commission and Capital Southwest’s Third Fiscal Quarter 2021 Earnings Presentation to be posted on the Investor Relations section of Capital Southwest’s website at www.capitalsouthwest.com.
About Capital Southwest
Capital Southwest Corporation (Nasdaq: CSWC) is a Dallas, Texas-based, internally managed business development company with approximately $313 million in net assets as of December 31, 2020. Capital Southwest is a middle market lending firm focused on supporting the acquisition and growth of middle market businesses with $5 million to $25 million investments across the capital structure, including first lien, unitranche, second lien, subordinated debt and non-control equity co-investments. As a public company with a permanent capital base, Capital Southwest has the flexibility to be creative in its financing solutions and to invest to support the growth of its portfolio companies over long periods of time.
Forward-Looking Statements
This press release contains historical information and forward-looking statements with respect to the business and investments of Capital Southwest. Forward-looking statements are statements that are not historical statements and can often be identified by words such as "will," "believe," "expect" and similar expressions and variations or negatives of these words. These statements are based on management's current expectations, assumptions and beliefs. They are not guarantees of future results and are subject to numerous risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement. These risks include risks related to: changes in the markets in which Capital Southwest invests; changes in the financial, capital, and lending markets; regulatory changes; tax treatment and general economic and business conditions; and uncertainties associated with the impact from the COVID-19 pandemic, including its impact on the global and U.S. capital markets and the global and U.S. economy, the length and duration of the COVID-19 outbreak in the United States as well as worldwide and the
magnitude of the economic impact of that outbreak; the effect of the COVID-19 pandemic on our business prospects and the operational and financial performance of our portfolio companies, including our ability and their ability to achieve their respective objectives, and the effects of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business.
Readers should not place undue reliance on any forward-looking statements and are encouraged to review Capital Southwest's Annual Report on Form 10-K for the year ended March 31, 2020 and subsequent filings, including the "Risk Factors" sections therein, with the Securities and Exchange Commission for a more complete discussion of the risks and other factors that could affect any forward-looking statements. Except as required by the federal securities laws, Capital Southwest does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changing circumstances or any other reason after the date of this press release.
Investor Relations Contact:
Michael S. Sarner, Chief Financial Officer
214-884-3829
| CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES | |||||||||||
| CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES | |||||||||||
| (In thousands, except shares and per share data) | |||||||||||
| December 31, | March 31, | ||||||||||
| 2020 | 2020 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Investments at fair value: | |||||||||||
| Non-control/Non-affiliate investments (Cost: $496,654 and $436,463, respectively) | $ | 497,326 | $ | 421,280 | |||||||
| Affiliate investments (Cost: $90,954 and $94,724, respectively) | 87,812 | 92,032 | |||||||||
| Control investments (Cost: $80,800 and $68,000, respectively) | 63,635 | 39,760 | |||||||||
| Total investments (Cost: $668,408 and $599,187, respectively) | 648,773 | 553,072 | |||||||||
| Cash and cash equivalents | 43,724 | 13,744 | |||||||||
| Receivables: | |||||||||||
| Dividends and interest | 10,746 | 10,389 | |||||||||
| Escrow | 1,150 | 1,643 | |||||||||
| Other | 42 | 51 | |||||||||
| Income tax receivable | 585 | 147 | |||||||||
| Deferred tax asset | — | 1,402 | |||||||||
| Debt issuance costs (net of accumulated amortization of $3,359 and $2,720, respectively) | 2,453 | 2,980 | |||||||||
| Other assets | 1,361 | 1,531 | |||||||||
| Total assets | $ | 708,834 | $ | 584,959 | |||||||
| Liabilities | |||||||||||
| December 2022 Notes (Par value: $37,136 and $77,136, respectively) | $ | 36,689 | $ | 75,812 | |||||||
| October 2024 Notes (Par value: $125,000 and $75,000, respectively) | 122,775 | 73,484 | |||||||||
| January 2026 Notes (Par value: $75,000 and $0, respectively) | 73,410 | — | |||||||||
| Credit facility | 150,000 | 154,000 | |||||||||
| Other liabilities | 6,783 | 4,883 | |||||||||
| Accrued restoration plan liability | 2,975 | 3,082 | |||||||||
| Income tax payable | 844 | 513 | |||||||||
| Deferred tax liability | 2,708 | 963 | |||||||||
| Total liabilities | 396,184 | 312,737 | |||||||||
| Commitments and contingencies (Note 10) | |||||||||||
| Net Assets | |||||||||||
| Common stock, $0.25 par value: authorized, 40,000,000 shares; issued, 22,207,360 shares at December 31, 2020 and 20,337,610 shares at March 31, 2020 | 5,552 | 5,085 | |||||||||
| Additional paid-in capital | 337,822 | 310,846 | |||||||||
| Total distributable earnings (loss) | (6,787) | (19,772) | |||||||||
| Treasury stock - at cost, 2,339,512 shares | (23,937) | (23,937) | |||||||||
| Total net assets | 312,650 | 272,222 | |||||||||
| Total liabilities and net assets | $ | 708,834 | $ | 584,959 | |||||||
| Net asset value per share (19,867,848 shares outstanding at December 31, 2020 and 17,998,098 shares outstanding at March 31, 2020) | $ | 15.74 | $ | 15.13 | |||||||
| CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES | |||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| (In thousands, except shares and per share data) | |||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| December 31, | December 31, | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Investment income: | |||||||||||||||||||||||
| Interest income: | |||||||||||||||||||||||
| Non-control/Non-affiliate investments | $ | 12,286 | $ | 9,526 | $ | 34,234 | $ | 27,793 | |||||||||||||||
| Affiliate investments | 2,401 | 2,159 | 6,980 | 6,210 | |||||||||||||||||||
| Control investments | — | — | — | 265 | |||||||||||||||||||
| Dividend income: | |||||||||||||||||||||||
| Non-control/Non-affiliate investments | 1,235 | (15) | 1,589 | 140 | |||||||||||||||||||
| Affiliate investments | — | 122 | — | 141 | |||||||||||||||||||
| Control investments | 1,681 | 2,581 | 5,144 | 10,013 | |||||||||||||||||||
| Interest income from cash and cash equivalents | 1 | 21 | 8 | 49 | |||||||||||||||||||
| Fees and other income | 1,436 | 1,590 | 2,934 | 2,390 | |||||||||||||||||||
| Total investment income | 19,040 | 15,984 | 50,889 | 47,001 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Compensation | 2,444 | 2,034 | 6,125 | 5,763 | |||||||||||||||||||
| Share-based compensation | 771 | 690 | 2,236 | 2,212 | |||||||||||||||||||
| Interest | 4,528 | 4,142 | 13,253 | 11,664 | |||||||||||||||||||
| Professional fees | 538 | 479 | 1,691 | 1,567 | |||||||||||||||||||
| Net pension expense | 33 | 36 | 99 | 107 | |||||||||||||||||||
| General and administrative | 754 | 728 | 2,240 | 2,748 | |||||||||||||||||||
| Total operating expenses | 9,068 | 8,109 | 25,644 | 24,061 | |||||||||||||||||||
| Income before taxes | 9,972 | 7,875 | 25,245 | 22,940 | |||||||||||||||||||
| Income tax (benefit) expense | 1,455 | 761 | 1,590 | 1,651 | |||||||||||||||||||
| Net investment income | $ | 8,517 | $ | 7,114 | $ | 23,655 | $ | 21,289 | |||||||||||||||
| Realized (loss) gain | |||||||||||||||||||||||
| Non-control/Non-affiliate investments | $ | (127) | $ | (157) | $ | (5,325) | $ | 1,159 | |||||||||||||||
| Affiliate investments | — | 40 | (1,628) | 57 | |||||||||||||||||||
| Control investments | — | 44,399 | — | 44,566 | |||||||||||||||||||
| Total net realized (loss) gain on investments, net of tax | (127) | 40,818 | (6,953) | 42,318 | |||||||||||||||||||
| Net unrealized appreciation (depreciation) on investments | |||||||||||||||||||||||
| Non-control/Non-affiliate investments | 5,593 | (1,118) | 16,417 | (4,899) | |||||||||||||||||||
| Affiliate investments | 245 | (1,265) | (1,012) | (240) | |||||||||||||||||||
| Control investments | 2,152 | (52,208) | 11,075 | (55,027) | |||||||||||||||||||
| Income tax (provision) benefit | (719) | (174) | (1,968) | (832) | |||||||||||||||||||
| Total net unrealized appreciation (depreciation) on investments, net of tax | 7,271 | (54,765) | 24,512 | (60,998) | |||||||||||||||||||
| Net realized and unrealized gains (losses) on investments | 7,144 | (13,947) | 17,559 | (18,680) | |||||||||||||||||||
| Realized losses on extinguishment of debt | (262) | — | (548) | — | |||||||||||||||||||
| Net increase in net assets from operations | $ | 15,399 | $ | (6,833) | $ | 40,666 | $ | 2,609 | |||||||||||||||
| Pre-tax net investment income per share - basic and diluted | $ | 0.52 | $ | 0.44 | $ | 1.36 | $ | 1.29 | |||||||||||||||
| Net investment income per share – basic and diluted | $ | 0.45 | $ | 0.39 | $ | 1.27 | $ | 1.20 | |||||||||||||||
| Net increase in net assets from operations – basic and diluted | $ | 0.80 | $ | (0.38) | $ | 2.18 | $ | 0.15 | |||||||||||||||
| Weighted average shares outstanding – basic | 19,134,824 | 18,100,176 | 18,629,463 | 17,803,005 | |||||||||||||||||||
| Weighted average shares outstanding – diluted | 19,134,824 | 18,100,176 | 18,629,463 | 17,803,005 | |||||||||||||||||||
Q3 2021 Earnings Presentation 5400 Lyndon B. Johnson Freeway, Suite 1300 | Dallas, Texas 75240 | 214.238.5700 | capitalsouthwest.com February 2, 2021 Capital Southwest Corporation
Page 2 Important Notices • These materials and any presentation of which they form a part are neither an offer to sell, nor a solicitation of an offer to purchase, any securities of Capital Southwest. • These materials and the presentations of which they are a part, and the summaries contained herein, do not purport to be complete and no obligation to update or otherwise revise such information is being assumed. Nothing shall be relied upon as a promise or representation as to the future performance of Capital Southwest. Such information is qualified in its entirety by reference to the more detailed discussions contained elsewhere in Capital Southwest’s public filings with the Securities and Exchange Commission (the "SEC"). • There is no guarantee that any of the estimates, targets or projections illustrated in these materials and any presentation of which they form a part will be achieved. Any references herein to any of the Capital Southwest’s past or present investments or its past or present performance, have been provided for illustrative purposes only. It should not be assumed that these investments were or will be profitable or that any future investments by Capital Southwest will be profitable or will equal the performance of these investments. • The information contained herein has been derived from financial statements and other documents provided by the portfolio companies unless otherwise stated. • Past performance is not indicative of future results. In addition, there can be no assurance that unrealized investments will be realized at the expected multiples shown as actual realized returns will depend on, among other factors, future operating results of each of Capital Southwest’s current portfolio companies, the value of the assets and economic conditions at the time of disposition, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions on which Capital Southwest’s expected returns are based. In many instances, Capital Southwest will not determine the timing or manner of sale of its portfolio companies. • Capital Southwest has filed a registration statement (including a prospectus and prospectus supplements) with the SEC for any offering to which this communication may relate and may file one or more supplements to the prospectus in the future. Before you invest in any of Capital Southwest's securities, you should read the registration statement and the applicable prospectus and prospectus supplement(s) in order to fully understand all of the implications and risks of an offering of Capital Southwest's securities. You should also read other documents Capital Southwest has filed with the SEC for more complete information about Capital Southwest and any offering of its securities. You may get these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, Capital Southwest will arrange to send you any applicable prospectus and prospectus supplement(s) if you request such materials by calling us at (214) 238-5700. These materials are also made available, free of charge, on our website at www.capitalsouthwest.com. Information contained on our website is not incorporated by reference into this communication.
Page 3 • This presentation contains forward-looking statements relating to, among other things, the business, market conditions, financial condition and results of operations of Capital Southwest, the anticipated investment strategies and investments of Capital Southwest, and future market demand. Any statements that are not statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, preceded by, followed by, or include words such as "believe," "expect," "intend," "plan," "should" or similar words, phrases or expressions or the negative thereof. These statements are made on the basis of the current beliefs, expectations and assumptions of the management of Capital Southwest and speak only as of the date of this presentation. There are a number of risks and uncertainties that could cause Capital Southwest’s actual results to differ materially from the forward-looking statements included in this presentation. • These risks include risks related to: changes in the markets in which Capital Southwest invests; changes in the financial, capital, and lending markets; regulatory changes; tax treatment and general economic and business conditions; and uncertainties associated with the impact from the COVID-19 pandemic, including its impact on the global and U.S. capital markets and the global and U.S. economy, the length and duration of the COVID-19 outbreak in the United States as well as worldwide and the magnitude of the economic impact of that outbreak; the effect of the COVID-19 pandemic on our business prospects and the operational and financial performance of our portfolio companies, including our and their ability to achieve their respective objectives, and the effects of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business. • For a further discussion of some of the risks and uncertainties applicable to Capital Southwest and its business, see Capital Southwest’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and its subsequent filings with the SEC. Other unknown or unpredictable factors could also have a material adverse effect on Capital Southwest’s actual future results, performance, or financial condition. As a result of the foregoing, readers are cautioned not to place undue reliance on these forward-looking statements. Capital Southwest does not assume any obligation to revise or to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, or otherwise, except as may be required by law. Forward-Looking Statements
Page 4 Bowen S. Diehl President and Chief Executive Officer Michael S. Sarner Chief Financial Officer Chris Rehberger VP Finance / Treasurer Conference Call Participants
Page 5 • CSWC was formed in 1961, and elected to be regulated as a BDC in 1988 • Publicly-traded on Nasdaq: Common Stock (“CSWC”) • Internally Managed BDC with RIC tax treatment for U.S. federal income tax purposes • December 2014: announced intent to spin-off industrial growth company (“CSW Industrials”; Nasdaq: "CSWI") tax free • January 2015: launched credit investment strategy • September 2015: completed tax free spin off of CSWI • 21 employees based in Dallas, Texas • Total Balance Sheet Assets of $709 MM as of December 31, 2020 • Manage I-45 Senior Loan Fund (“I-45 SLF”) in partnership with Main Street Capital (NYSE: “MAIN”) CSWC Company Overview CSWC is a middle-market lending firm focused on supporting the acquisition and growth of middle-market companies across the capital structure
Page 6 • Q3 2021 Pre-Tax Net Investment Income (“NII”) of $10.0 MM or $0.52 per share • Paid $0.41 per share Regular Dividend and $0.10 per share Supplemental Dividend for the quarter ended December 31, 2020 ◦ Increased Regular Dividend to $0.42 per share and declared $0.10 per share Supplemental Dividend for the quarter ending March 31, 2021 • Investment Portfolio at Fair Value increased to $649 MM from $631 MM in prior quarter ◦ $57.5 MM in total new committed investments ◦ $28.0 MM in total proceeds from three portfolio company exits ◦ $7.1 MM net unrealized appreciation and realized gains on the portfolio • Issued $75 MM in aggregate principal of 4.50% January 2026 Notes at par • During the quarter, redeemed $20 MM of 5.95% December 2022 Notes at par ◦ Subsequent to quarter end, fully repaid remaining $37.1 MM outstanding balance of 5.95% December 2022 Notes • Raised $21.1 MM in gross proceeds through Equity ATM Program during the quarter ◦ Cumulative to date, raised $59.7 MM in gross proceeds at a weighted average price of $18.85 per share since inception of the Equity ATM program in March 2019 • $186.9 MM available on Credit Facility and $43.7 MM in cash and cash equivalents as of quarter end Q3 2021 Highlights Financial Highlights
Page 7 • In the last twelve months ended 12/31/2020, CSWC generated $1.76 per share in Pre-Tax NII and paid out $1.64 per share in regular dividends • Cumulative Pre-Tax NII Regular Dividend Coverage of 108% since the 2015 spin-off • Announced Supplemental Dividend Program in June 2018 ◦ Expect to pay $0.10 per share Supplemental Dividend per quarter going forward, subject to Board approval ◦ Undistributed Taxable Income ("UTI") of $1.09 per share as of December 31, 2020 Track Record of Consistent Dividends Continues Dividend Yield – Quarterly Annualized Total Dividend / CSWC Share Price at Qtr. End D iv id en d P er S ha re $0.04 $0.06 $0.11 $0.17 $0.45 $0.21 $0.24 $0.26 $0.28 $0.89 $0.44 $0.46 $0.48 $0.49 $0.50 $1.25 $0.51 $0.51 $0.51 $0.51 $0.52 $0.04 $0.06 $0.11 $0.17 $0.19 $0.21 $0.24 $0.26 $0.28 $0.29 $0.34 $0.36 $0.38 $0.39 $0.40 $0.40 $0.41 $0.41 $0.41 $0.41 $0.42 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.10 $0.26 $0.50 $0.75 Regular Dividend Per Share Supplemental Dividend Per Share Special Dividend Per Share 3/31 /16 6/30 /16 9/30 /16 12/3 1/163/31 /17 6/30 /17 9/30 /17 12/3 1/17 03/3 1/18 6/30 /201 8 9/30 /201 8 12/3 1/20 18 3/31 /201 9 6/30 /201 9 9/30 /201 9 12/3 1/20 19 3/31 /202 0 6/30 /202 0 9/30 /202 0 12/3 1/20 20 3/31 /202 1 $0.00 $0.25 $0.50 $0.75 $1.00 $1.25 $1.50 1.2% 1.8% 3.0% 4.2% 10.6% 5.2% 5.6% 6.3% 6.6% 19.7% 9.3% 9.6% 9.1% 9.4% 9.2% 24.0% 17.9% 15.1% 14.5% 11.5%
Page 8 History of Value Creation $17.68 $17.22 $17.38 $17.49 $17.95 $18.26 $18.63 $19.00 $19.54 $19.98 $20.90 $21.58 $21.99 $22.04 $22.71 $23.16 $23.38 $23.07 $21.97 $22.30 $23.22 $24.11 $17.68 $17.22 $17.34 $17.39 $17.74 $17.88 $17.8 $17.96 $18.26 $18.44 $19.08 $18.87 $18.84 $18.43 $18.62 $18.58 $18.30 $16.74 $15.13 $14.95 $15.36 $15.74 $0.00 $0.00 $0.04 $0.10 $0.21 $0.38 $0.83 $1.04 $1.28 $1.54 $1.82 $2.71 $3.15 $3.61 $4.09 $4.58 $5.08 $6.33 $6.84 $7.35 $7.86 $8.37 Net Asset Value Per Share Cumulative Dividends Paid Per Share 9/30/2 015 12/31/ 20153/31/2 016 6/30/2 016 9/30/2 016 12/31/ 20163/31/2 017 6/30/2 017 9/30/2 017 12/31/ 20173/31/2 018 6/30/2 018 9/30/2 018 12/31/ 20183/31/2 019 6/30/2 019 9/30/2 019 12/31/ 20193/31/2 020 6/30/2 020 9/30/2 020 12/31/ 2020 $0.00 $3.00 $6.00 $9.00 $12.00 $15.00 $18.00 $21.00 $24.00 $27.00 Total Value (Net Asset Value + Cumulative Dividends Paid) Increase of $6.43 per share at 12/31/2020 from 9/30/2015 Spin-off of CSWI
Page 9 CORE: Lower Middle Market (“LMM”): CSWC led or Club Deals ◦ Companies with EBITDA between $3 MM and $15 MM ◦ Typical leverage of 2.0x – 4.0x Debt to EBITDA through CSWC debt position ◦ Commitment size up to $25 MM with hold sizes generally $10 MM to $20 MM ◦ Both Sponsored and Non-sponsored deals ◦ Securities include first lien, unitranche, second lien and subordinated debt ◦ Frequently make equity co-investments alongside CSWC debt OPPORTUNISTIC: Upper Middle Market (“UMM”): Syndicated or Club, First and Second Lien ▪ Companies typically have in excess of $50 MM in EBITDA ▪ Typical leverage of 3.0x – 5.5x Debt to EBITDA through CSWC debt position ▪ Hold sizes generally $5 MM to $15 MM ▪ Floating rate first and second lien debt securities ▪ More liquid assets relative to LMM investments ▪ Provides flexibility to invest/divest opportunistically based on market conditions and liquidity position Two Pronged Investment Strategy
Page 10 Credit Portfolio Heavily Weighted Towards LMM and First Lien Investments LMM and First Lien Investments are 86% and 91% of the credit portfolio, respectively, as of 12/31/2020 Credit Portfolio Heavily Weighted to First LienRobust LMM Credit Portfolio Growth $ (M ill io ns ) $226 $239 $272 $337 $351 $368 $382 $387 $456 $474 $487 $521 $531 12/ 31/ 201 7 3/3 1/2 018 6/3 0/2 018 9/3 0/2 018 12/ 31/ 201 8 3/3 1/2 019 6/3 0/2 019 9/3 0/2 019 12/ 31/ 201 9 3/3 1/2 020 6/3 0/2 020 9/3 0/2 020 12/ 31/ 202 0 0.0 200.0 400.0 600.0 LMM UMM 73%72% 69% 27% 28% 31% $ (M ill io ns ) $226 $239 $272 $337 $351 $368 $382 $387 $456 $474 $487 $521 $531 12/ 31/ 201 7 3/3 1/2 018 6/3 0/2 018 9/3 0/2 018 12/ 31/ 201 8 3/3 1/2 019 6/3 0/2 019 9/3 0/2 019 12/ 31/ 201 9 3/3 1/2 020 6/3 0/2 020 9/3 0/2 020 12/ 31/ 202 0 $0.0 $200.0 $400.0 $600.0 Sub-DebtSecond LienFirst Lien 6%8%8% 85% 82% 79% 9%10%13% 74% 26% 7% 86% 7% 4% 86% 10% 77% 23% 86% 10% 4% 87% 9% 4% 22% 78% 24% 76% 87% 9% 4% 24% 76% 19% 81% 90% 8% 2% 90% 8% 2% 16% 84% 90% 8% 2% 15% 85% 18% 82% 91% 7% 2% 91% 7% 2% 14% 86%
Page 11 $57.5 MM in total new committed investments, consisting of $47.4 MM committed to three new portfolio companies and $10.1 MM committed to three existing portfolio companies Q3 2021 Originations Note: Market refers to Upper Middle Market (“UMM”) and Lower Middle Market (“LMM”) (1) Capital Southwest partnered with a bank lender who contributed a first out participation in the first lien loan Portfolio Originations Q3 2021 Name Industry Type Market Total Debt Funded at Close ($000s) Total Equity Funded at Close ($000s) Unfunded Commitments at Close ($000s) Debt Spread Debt Yield to Maturity Klein Hersh, LLC Business Services First Lien LMM $15,000 $— $938 8.00% 9.25% Dynamic Communities, LLC Business Services Senior Subordinated Debt LMM $344 $— $— 25.00% 25.00% Acceleration Partners, LLC Media, Marketing & Entertainment First Lien Last Out(1) LMM $11,550 $1,000 $382 8.21% 10.20% Broad Sky Networks, LLC Telecommunications First Lien LMM $15,000 $1,000 $2,500 7.50% 9.42% Amware Fulfillment, LLC Distribution First Lien LMM $6,105 $— $— 9.50% 11.65% NinjaTrader, Inc. Financial Services First Lien LMM $1,000 $— $2,655 6.75% 9.00% Total / Weighted Average $48,999 $2,000 $6,475 8.18% 9.93%
Page 12 Originations Subsequent to Quarter End Portfolio Originations FY Q4 2021 To Date Name Industry Type Market Total Debt Funded at Close ($000s) Total Equity Funded at Close ($000s) Unfunded Commitments at Close ($000s) Debt Spread Debt Yield to Maturity Unidentified Buyer/seller of closeout goods First Lien First Out(1) LMM $16,000 $— $— 6.00% 7.13% Unidentified Distributor of electronic components First Lien Last Out(2) LMM $15,500 $2,000 $— 8.05% 9.60% Total / Weighted Average $31,500 $2,000 $0 7.01% 8.35% Note: Market refers to Upper Middle Market (“UMM”) and Lower Middle Market (“LMM”) (1) Capital Southwest partnered with another lender who contributed a last out participation in the first lien loan (2) Capital Southwest partnered with a bank lender who contributed a first out participation in the first lien loan Subsequent to quarter end, $33.5 MM in total new committed investments to two new portfolio companies
Page 13 Portfolio Prepayments Q3 2021 Name Industry Type Market Net Proceeds ($000s) Realized Gain ($000s) IRR Tinuiti Inc. Media, Marketing & Entertainment Equity LMM $9,510 $8,118 73.18% Coastal Television Broadcasting Holdings, LLC Media, Marketing & Entertainment First Lien LMM $7,950 $145 21.29% iEnergizer Limited Business Services First Lien UMM $10,500 $70 9.83% Total / Weighted Average $27,960 $8,333 34.64% Track Record of CSWC Exits Continues • During the quarter, CSWC received two full prepayments and exited one equity investment, generating total proceeds of $28.0 MM and a weighted average IRR of 34.6% • Cumulative IRR of 16.8% on 35 portfolio company exits generating $335.6 MM in proceeds since launch of credit strategy in January 2015 $28.0 MM in total proceeds from three portfolio company exits Note: Market refers to Upper Middle Market (“UMM”) and Lower Middle Market (“LMM”)
Page 14 CSWC Portfolio Asset Mix by Market Maintaining conservative portfolio leverage while receiving attractive risk adjusted returns Note: All metrics above exclude the I-45 Senior Loan Fund (1) At December 31, 2020, we had equity ownership in approximately 61.5% of our LMM investments (2) The weighted-average annual effective yields were computed using the effective interest rates during the quarter for all debt investments at cost as of December 31, 2020, including accretion of original issue discount but excluding fees payable upon repayment of the debt instruments. As of December 31, 2020, there was one investment on non-accrual status. Weighted-average annual effective yield is not a return to shareholders and is higher than what an investor in shares in our common stock will realize on its investment because it does not reflect our expenses or any sales load paid by an investor (3) Weighted average EBITDA metric is calculated using investment cost basis weighting. For the quarter ended December 31, 2020, four portfolio companies are excluded from this calculation due to a reported debt to adjusted EBITDA ratio that was not meaningful (4) Includes CSWC debt investments only. Calculated as the amount of each portfolio company’s debt (including CSWC’s position and debt senior or pari passu to CSWC’s position, but excluding debt subordinated to CSWC’s position) in the capital structure divided by each portfolio company’s adjusted EBITDA. Weighted average leverage is calculated using investment cost basis weighting. Management uses this metric as a guide to evaluate relative risk of its position in each portfolio debt investment. For the quarter ended December 31, 2020, four portfolio companies are excluded from this calculation due to reporting a debt to adjusted EBITDA ratio that was not meaningful Investment Portfolio - Statistics Q3 2021 (In Thousands) Lower Middle Market (1) Upper Middle Market Number of Portfolio Companies 39 11 Total Cost $500,044 $87,564 Total Fair Value $502,987 $82,151 Average Hold Size (at Cost) $12,822 $7,960 % First Lien Investments (at Cost) 85.0% 74.3% % Second Lien Investments (at Cost) 4.9% 18.3% % Subordinated Debt Investments (at Cost) 2.2% 0.0% % Equity (at Cost) 7.9% 7.4% Wtd. Avg. Yield (2) 10.8% 10.2% Wtd. Avg. EBITDA of Issuer ($MM's) (3) $9.5 $79.2 Wtd. Avg. Leverage through CSWC Security (4) 3.8x 3.6x
Page 15 Credit Portfolio Investment Rating Migration Two Loans Upgraded and No Loans Downgraded During the Quarter as Credit Portfolio Continues to Improve Investment Rating 9/30/2020 Investment Rating Upgrades Investment Rating Downgrades 12/31/2020 # of Loans Fair Value ($MM) % of Portfolio (FV) # of Loans Fair Value ($MM) % of Portfolio (FV) # of Loans Fair Value ($MM) % of Portfolio (FV) # of Loans Fair Value ($MM) % of Portfolio (FV) 1 4 $69.9 13.4% 1 $5.9 1.1% 0 $0.0 —% 4 $60.0 11.3% 2 43 $388.5 74.6% 1 $3.8 0.7% 0 $0.0 —% 50 $419.3 79.0% 3 7 $51.8 10.0% 0 $0.0 —% 0 $0.0 —% 6 $51.0 9.6% 4 2 $10.5 2.0% 0 $0.0 —% 0 $0.0 —% 1 $0.7 0.1% Wtd. Avg. Investment Rating (at Cost) 2.0 2.0
Page 16 CSWC Portfolio Mix as of 12/31/2020 at Fair Value Current Investment Portfolio (By Type) Current Investment Portfolio (By Industry) Current Investment Portfolio of $648.8 MM continues to be diverse across industries First Lien 74% I-45 SLF LLC 10% Second Lien 6% Subordinated Debt 2% Equity 8% Business Services: 12% Healthcare Services 10% Media, Marketing, & Ent… 10% I-45 SLF LLC: 10% Software & IT Services: 8% Industrial Services: 6% Distribution: 6% Healthcare Products: 5% Financial Services: 5% Consumer Products & Retail 4%
Page 17 I-45 Portfolio Overview Current I-45 Portfolio (By Industry) I-45 loan portfolio of $159.6 MM is 94% first lien with average hold size of 2.6% of the I-45 portfolio (1) Through I-45 security (2) Two portfolio companies are excluded from this calculation due to a reported debt to adjusted EBITDA ratio that was not meaningful Telecommunications Services: Consumer Current I-45 Portfolio (By Type) I-45 Portfolio Statistics (In Thousands) 3/31/2020 6/30/2020 9/30/2020 12/31/2020 Total Investments at Fair Value $170,860 $172,551 $177,527 $159,598 Fund Leverage (Debt to Equity) at Fair Value 2.51x 1.51x 1.39x 1.07x Number of Issuers 43 42 42 38 Wtd. Avg. Issuer EBITDA $65,098 $64,800 $66,879 $73,384 Avg. Investment Size as a % of Portfolio 2.3% 2.4% 2.4% 2.6% Wtd. Avg. Net Leverage on Investments (1)(2) 4.6x 5.0x 4.7x 4.7x Wtd. Avg. Spread to LIBOR 6.3% 6.3% 6.3% 6.1% Wtd. Avg. Duration (Yrs) 3.5 3.3 3.1 3.1 94% 6% First Lien Second Lien Telecommunications Healthcare Services Consumer Products and Retail High Tech Industries 17% 12% 11% 11%10% Aerospace & Defense
Page 18 Income Statement (In Thousands, except per share amounts) Quarter Ended 3/31/20 Quarter Ended 6/30/20 Quarter Ended 9/30/20 Quarter Ended 12/31/20 Investment Income Interest Income $12,650 $12,645 $13,882 $14,687 Dividend Income 2,149 1,957 1,860 2,916 Fees and Other Income 239 562 943 1,437 Total Investment Income $15,038 $15,164 $16,685 $19,040 Expenses Cash Compensation $1,547 $1,720 $1,961 $2,444 Share Based Compensation 641 612 853 771 General & Administrative 1,324 1,335 1,370 1,325 Total Expenses (excluding Interest) $3,512 $3,667 $4,184 $4,540 Interest Expense $4,172 $4,328 $4,397 $4,528 Pre-Tax Net Investment Income $7,354 $7,169 $8,104 $9,972 Taxes and Gain / (Loss) Income Tax Benefit (Expense) $(411) $(350) $215 $(1,455) Net realized gain (loss) on investments (87) (5,547) (1,279) (127) Net increase (decrease) in unrealized appreciation of investments (31,816) 7,605 9,636 7,271 Realized losses on extinguishment of debt — — (286) (262) Net increase (decrease) in net assets resulting from operations $(24,960) $8,877 $16,390 $15,399 Weighted Average Diluted Shares Outstanding 18,595 18,148 18,600 19,135 Pre-Tax NII Per Diluted Weighted Average Share $0.40 $0.40 $0.44 $0.52
Page 19 Operating Leverage Trend Continue to realize operating efficiencies of internally managed structure Period Ending T ot al A ss et s ($ M M ) O perating E xpenses as % of A vg A ssets $284 $326 $417 $552 $585 $619 $664 $709 4.9% 4.2% 3.7% 3.0% 2.8% 2.4% 2.6% 2.6% FY 16 FY 17 FY 18 FY 19 FY 20 Q1 FY21 Q2 FY21 Q3 FY21 $0 $200 $400 $600 $800 2% 3% 4% 5% 6% Total Assets Operating Expenses(1) as % of Average Total Assets Note: FY16 includes only the quarters after the 2015 spin-off. Q1, Q2, and Q3 FY21 are quarterly annualized. (1) Operating expenses exclude interest expense
Page 20 $15.36 $0.52 $(0.41) $(0.10) $0.04 $(0.01) $0.33 $0.04 $(0.03) $15.74 9/3 0/2 02 0 N AV /Sh are Pre -T ax N et Inv est me nt Inc om e Re gu lar D ivi de nd Su pp lem en tal D ivi de nd Ne t C ha ng e i n U MM D eb t (I nc lud es I-4 5) Ne t C ha ng e i n L MM D eb t Ne t C ha ng e i n E qu ity Po rtf oli o Ac cre tio n f rom Eq uit y I ssu an ce Ot he r ( 1) 12 /31 /20 20 N AV /Sh are $14 $14.5 $15 $15.5 $16 $16.5 $17 NAV per Share Bridge from Quarter Ended 9/30/2020 Earnings / Dividends $0.01 per Share Investment Portfolio $0.36 per Share Corporate $0.01 per Share (1) Other consists of income taxes of $(0.07) and share based compensation expense add-back of $0.04
Page 21 (1) The Credit Facility has an accordion feature that allows for an increase in total commitments up to $400 MM (2) Net of $3.1 MM in letters of credit outstanding (3) Redeemable in whole or in part at CSWC’s option at any time. Subsequent to quarter end, CSWC fully repaid the outstanding balance of $37.1 MM (4) Redeemable in whole or in part at any time prior to July 1, 2024, at par plus a "make whole" premium, and thereafter at par (5) Redeemable in whole or in part at any time prior to October 31, 2025, at par plus a "make whole" premium, and thereafter at par (6) CSWC owns 80% of the equity and 50% of the voting rights of I-45 SLF LLC with a joint venture partner Significant Unused Debt Capacity with Long-Term Duration December 2022 Notes fully repaid in January 2021; Earliest debt maturity occurs in December 2023 Facility Total Commitments Interest Rate Maturity Principal Drawn Undrawn Commitment Credit Facility (1) $340.0 MM L + 2.50% subject to certain conditions December 2023 $150.0 MM $186.9 MM (2) December 2022 Notes (3) $37.1 MM 5.95% December 2022 $37.1 MM N/A October 2024 Notes (4) $125.0 MM 5.375% October 2024 $125.0 MM N/A January 2026 Notes (5) $75.0 MM 4.50% January 2026 $75.0 MM N/A I-45 Credit Facility (6) $150.0 MM L + 2.25% November 2024 $85.0 MM $65.0 MM P rin ci pa l P ay m en ts ($ M M ) Long-Term Debt Obligations (Calendar Year) $37.1 $150.0 $210.0 $75.0 150.0 $37.1 $125.0 $75.0 $85.0 Credit Facility December 2022 Notes October 2024 Notes January 2026 Notes I-45 Credit Facility CY2021 CY2022 CY2023 CY2024 CY2025 CY2026 $0 $50 $100 $150 $200 $250
Page 22 Balance Sheet (In Thousands, except per share amounts) Quarter Ended 3/31/20 Quarter Ended 6/30/20 Quarter Ended 9/30/20 Quarter Ended 12/31/20 Assets Portfolio Investments $553,072 $587,178 $631,197 $648,773 Cash & Cash Equivalents 13,744 14,986 16,011 43,724 Other Assets 18,143 16,932 17,057 16,337 Total Assets $584,959 $619,096 $664,265 $708,834 Liabilities December 2022 Notes $75,812 $75,936 $56,339 $36,689 October 2024 Notes 73,484 73,575 122,623 122,775 January 2026 Notes — — — 73,410 Credit Facility 154,000 182,000 187,000 150,000 Other Liabilities 9,441 9,726 12,174 13,310 Total Liabilities $312,737 $341,237 $378,136 $396,184 Shareholders Equity Net Asset Value $272,222 $277,859 $286,129 $312,650 Net Asset Value per Share $15.13 $14.95 $15.36 $15.74 Debt to Equity 1.11x 1.19x 1.28x 1.22x
Page 23 Portfolio Statistics (1) CSWC utilizes an internal 1 - 4 investment rating system in which 1 represents material outperformance and 4 represents material underperformance. All new investments are initially set to 2. Weighted average investment rating calculated at cost (2) Excludes CSWC equity investment in I-45 Senior Loan Fund (3) At Fair Value Continuing to build a well performing credit portfolio (In Thousands) Quarter Ended 3/31/20 Quarter Ended 6/30/20 Quarter Ended 9/30/20 Quarter Ended 12/31/20 Portfolio Statistics Fair Value of Debt Investments $474,333 $487,195 $520,651 $531,103 Average Debt Investment Hold Size $11,569 $11,330 $11,319 $11,300 Fair Value of Debt Investments as a % of Par 94% 95% 95% 96% % of Investment Portfolio on Non-Accrual (at Fair Value) 3.3% 1.9% 1.7% 0.1% Weighted Average Investment Rating (1) 2.1 2.1 2.0 2.0 Weighted Average Yield on Debt Investments 10.50% 10.08% 10.34% 10.64% Total Fair Value of Portfolio Investments $553,072 $587,178 $631,197 $648,773 Weighted Average Yield on all Portfolio Investments 10.63% 10.36% 10.43% 11.20% Investment Mix (Debt vs. Equity) (2)(3) 92% / 8% 92% / 8% 91% / 9% 91% / 9%
Page 24 Investment Income Detail Constructing a portfolio of investments with recurring cash yield (In Thousands) Quarter Ended 3/31/20 Quarter Ended 6/30/20 Quarter Ended 9/30/20 Quarter Ended 12/31/20 Investment Income Breakdown Cash Interest $11,421 $11,008 $11,581 $12,413 Cash Dividends 2,150 1,957 1,860 2,916 PIK Income 741 1,120 1,761 1,608 Amortization of purchase discounts and fees 511 520 543 667 Management/Admin Fees 177 182 198 199 Prepayment Fees & Other Income 38 377 742 1,237 Total Investment Income $15,038 $15,164 $16,685 $19,040 Key Metrics Cash Income as a % of Investment Income 92% 89% 86% 88% % of Total Investment Income that is Recurring 98% 97% 95% 92%
Page 25 Key Financial Metrics Strong Pre-Tax Net Investment Income and Dividend Yield driven by net portfolio growth and investment performance (1) Return on Equity is calculated as the quarterly annualized Pre-Tax NII, Realized Earnings, or Total Earnings, respectively, divided by equity at the end of the prior quarter (2) Dividend Yield is calculated as the quarterly annualized Total Dividend divided by share price at quarter end Quarter Ended 3/31/20 Quarter Ended 6/30/20 Quarter Ended 9/30/20 Quarter Ended 12/31/20 Key Financial Metrics Pre-Tax Net Investment Income Per Wtd Avg Diluted Share $0.40 $0.40 $0.44 $0.52 Pre-Tax Net Investment Income Return on Equity (ROE)(1) 9.45% 10.44% 11.66% 13.57% Realized Earnings Per Wtd Avg Diluted Share $0.37 $0.07 $0.38 $0.44 Realized Earnings Return on Equity (ROE)(1) 8.81% 1.85% 10.13% 11.42% Earnings Per Wtd Avg Diluted Share $(1.34) $0.49 $0.88 $0.80 Earnings Return on Equity (ROE)(1) (32.07)% 12.93% 23.58% 20.96% Regular Dividends per Share $0.41 $0.41 $0.41 $0.41 Supplemental/Special Dividends per Share $0.10 $0.10 $0.10 $0.10 Total Dividends per Share $0.51 $0.51 $0.51 $0.51 Dividend Yield (2) 17.86% 15.13% 14.52% 11.49%
Page 26 Interest Rate Sensitivity Fixed vs. Floating Portfolio Exposure (1) Note: Illustrative change in annual NII is based on a projection of CSWC’s existing debt investments as of 12/31/2020, adjusted only for changes in Base Interest Rate. Base Interest Rate used in this analysis is 3-Month LIBOR of 0.24% at 12/31/2020. The results of this analysis include the I-45 Senior Loan Fund, which is comprised of 99% floating rate assets and 100% floating rate liabilities (1) Portfolio Exposure includes I-45 assets pro rata as a % of CSWC’s equity investment in the fund Change in Base Interest Rates Illustrative Annual NII Change ($'s) Illustrative Annual NII Change (Per Share) (25 bps) 453,374 0.02 25 bps (475,474) (0.02) 50 bps (950,947) (0.05) 75 bps (1,417,060) (0.07) 100 bps (984,492) (0.05) 125 bps (491,680) (0.02) 150 bps 101,555 0.01 4% 96% Fixed Floating
Page 27 Corporate Information Board of Directors Senior Management Fiscal Year End Inside Directors Bowen S. Diehl March 31 Bowen S. Diehl President & Chief Executive Officer Independent Directors Independent Auditor David R. Brooks Michael S. Sarner RSM US Chicago, ILChristine S. Battist Chief Financial Officer, Secretary & Treasurer T. Duane Morgan Jack D. Furst William R. Thomas Investor Relations Corporate Counsel Michael S. Sarner Eversheds Sutherland (US) LLPCapital Southwest 214-884-3829 Corporate Offices & Website msarner@capitalsouthwest.com 5400 LBJ Freeway Transfer Agent 13th Floor Securities Listing American Stock Transfer & Trust Company, LLC Dallas, TX 75240 Nasdaq: "CSWC" (Common Stock) 800-937-5449 http://www.capitalsouthwest.com www.amstock.com Industry Analyst Coverage Firm Analyst Contact Information Ladenburg Thalmann Mickey M. Schleien, CFA Direct: 305-572-4131 Janney Montgomery Scott Mitchel Penn, CFA Direct: 410-583-5976 JMP Securities Devin Ryan Direct: 415-835-8900 B. Riley FBR Sarkis Sherbetchyan Direct: 310-689-5221 National Securities TBD TBD Jefferies Kyle Joseph Direct: 510-418-0754 Raymond James Robert Dodd Direct: 901-579-4560