Chris Rehberger - VP, Finance & Treasurer Bowen Diehl - President, CEO & Director Michael Sarner - Treasurer, Secretary, Chief Compliance Officer & CFO.

Mickey Schleien - Ladenburg Thalmann & Co. Christopher Testa - National Securities Corporation.

Thank you for joining today's Capital Southwest Second Fiscal Quarter 2019 Earnings Call. Participating on the call today are Bowen Diehl, CEO; Michael Sarner, CFO; Chris Rehberger, VP Finance. I will now turn the call over to Chris Rehberger..

Thank you. I would like to remind everyone that in the course of this call, we will be making certain forward-looking statements. These statements are based on current conditions, currently available information and management's 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 such statements. For information concerning these risks and uncertainties, see Capital Southwest's publicly available filings with the SEC.

The Company does not undertake any obligation to 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, except as required by law. I will now hand the call off to our President and Chief Executive Officer, Bowen Diehl..

Thanks, Chris, and thanks to everyone for joining us for our Second Quarter Fiscal Year 2019 Earnings Call. Throughout our prepared remarks, we will refer to various slides in our earnings presentation, which can be found on our website at www.capitalsouthwest.com. We are pleased to be with you this morning to announce our quarterly results.

In summary, we had a strong quarter of originations, as deal flow activity has been particularly robust over the past few quarters, and our deal teams have done an excellent job capitalizing on our relationships in the industry and closing on some interesting opportunities.

As we have consistently stated, our focus remains on building a Lower Middle Market portfolio consisting largely of 1st Lien Senior Secured Debt with equity co-investments across the loan portfolio, where we believe significant equity upside opportunity exists.

We continue to execute under our shareholder-friendly, internally-managed structure, which at its foundation closely aligns our interest with the interests of our fellow shareholders in generating sustainable, long-term value through stable, increasing dividends, capital preservation and NAV per share growth.

Laid out on Slide 6 are some important summary points on our performance for the quarter ended September 30, 2018. This quarter, we earned $0.36 per share of pre-tax net investment income and paid a regular dividend of $0.34 per share.

In addition, we paid a supplemental dividend of $0.10 per share funded from our sizable UTI balance generated by excess income and capital gains accumulated to date from our investment strategy.

As stated previously, we expect that our current UTI balance, anticipated future capital gains from our portfolio equity investments, and earnings in excess of distribution should allow us to continue to pay $0.10 per share supplemental dividend to our shareholders each quarter for the foreseeable future.

The $0.44 per share in total dividends paid out during the quarter generated a total annualized dividend yield of 9.3%.

During the quarter, we grew our portfolio 20% from $411 million at June 30, 2018 to $492 million at September 30, 2018, originating $97 million in total commitments to 6 new portfolio companies and 3 add-on investments in existing portfolio companies.

Five of the 6 deals were directly originated by our investment teams, as they continue to demonstrate our traction in the market. Our Senior Loan Fund I-45 also continued its solid performance, providing a 13.9% annualized cash-on-cash yield on our capital in the fund for the quarter.

We are pleased to note that almost 4 years since announcing and initiating our credit strategy, we have a portfolio with no loans on non-accrual and only one investment on our internal watchlist.

During the quarter, we continued to grow the right side of our balance sheet, continuing our At-The-Market, or ATM, program for our unsecured baby bonds, which trade on the NASDAQ under the ticker CSWCL.

To date, we have raised approximately $20 million in gross proceeds at an effective yield of 5.86% through this program, increasing the total outstanding CSWCL bonds from the original deal size of $57.5 million, up to its current amount of approximately $77 million.

As of the end of the quarter, we had $127 million outstanding on our credit facility, leaving us with $83 million in availability to continue to grow our portfolio and our earnings. Additionally, post quarter end, we issued 700,000 shares of common stock at $18.90 per share.

The offering was priced above net asset value and less than a 2% discount to market, generating proceeds of $13.2 million. Interestingly, this offer offering represented the first equity capital raised by Capital Southwest since its IPO back in 1961.

The offering was opportunistic in a sense that we responded to direct inquiries from 2 highly respected institutional investors with deep knowledge of the BDC space that we are pleased to have as shareholders.

We were able to size the offering to be large enough for these institutions to establish meaningful positions in Capital Southwest, while not being too large so as to overly dilute our shareholder base.

The offering size is also in an amount that can be quickly put to work in earning assets and doesn't materially elongate our path to achieving target leverage.

As we have illustrated in past quarterly updates, Slide 7 shows our continued track record of growing shareholder dividends through thoughtfully building a portfolio of well-performing, income-generating assets.

As we continue our progression towards reaching a more fully levered balance sheet, our internally-managed structure will benefit our shareholders as virtually 100% of the incremental earnings that we generate are newer to the benefit of our shareholders, rather than to a lucrative external management contract.

On this slide, we also illustrate our consistent track record of driving increases in NAV through our equity portfolio investments.

For the quarter, adjusted NAV per share, defined as NAV plus cumulative supplemental dividends paid out over time, increased from $19.73 per share to $19.80 per share, which was driven largely by unrealized appreciation in our equity investments for the quarter.

Our investment strategy, as described on Slide 8, which focuses on a blend of both Lower Middle Market and Upper Middle Market assets, provides us strategic flexibility as we have built the robust capability to seek attractive risk-adjusted returns in both markets.

In our core market, the Lower Middle Market, we directly originate opportunities consisting of debt investments as well as equity co-investments made alongside our debt. Building out a highly performing and granular portfolio of equity co-investments is important to driving growth in NAV per share while mitigating future credit losses.

On the other hand, our capability and presence in the Upper Middle Market provides us the capability to opportunistically invest in a more liquid market when attractive risk-adjusted returns exist.

Currently, as one can see, in our investment activity during the past year or so, we have been in an environment where it is very difficult to find value in the Upper Middle Market.

For the deals and structures we find acceptable, from a risk return perspective, we are often choosing to take small positions of approximately $5 million, which fit well into I-45.

At the same time, our robust origination platform in the Lower Middle Market has been generating strong deal flow, allowing us to close on some highly attractive opportunities from a risk return perspective.

We believe that maximizing the top end of our origination funnel is critical to generating strong credit investment performance over time as it ensures we consider a wide array of deals so that we are able to employ our conservative underwriting standards in a competitive market, and thoughtfully build a portfolio that will perform through the economic cycle.

During the quarter, as seen on Slide 9, we committed $97 million to 6 new portfolio investments and 3 add-on investments to existing portfolio companies. All but one of the investments were in the Lower Middle Market, with all of the Lower Middle Market deals being directly originated and led by Capital Southwest.

On a weighted average basis, the debt investments made during the quarter had a yield to maturity of 11.9%.

Our originations this quarter included $75.2 million in Senior Secured Debt, made up of $63.6 million in 1st Lien secured debt and $8.5 million Split Lien secured debt investment and $3.1 million in 2nd Lien secured debt invested alongside one of our new 1st Lien secured debt investment.

During the quarter, we invested $14.7 million in equity -- in equity co-investments funded alongside 4 of the 6 new portfolio transactions, as well as all 3 of the add-on transactions.

In addition, we committed to an additional $6.7 million to 4 of the new portfolio transactions and one of the add-on transactions in the form of either revolving credit facilities or Delayed Draw Term Loan structures that commit to fund certain amounts based on certain conditions, including EBITDA growth targets.

On Slide 10, we break out our on-balance sheet credit portfolio, excluding I-45, between the Lower Middle Market and Upper Middle Market. As of the end of the quarter, the total portfolio was weighted approximately 74% to the Lower Middle Market and 23% to the Upper Middle Market on a cost basis.

We had 24 Lower Middle Market investments with an average hold size of $12.2 million, a weighted average EBITDA of $9 million, and a weighted average yield of 11.9% and -- measured as debt to EBITDA -- and leverage measured as debt to EBITDA through our security of 3.4 times.

Within our Lower Middle Market portfolio, as of the end of the quarter, we held equity ownership in approximately 75% of our portfolio companies.

Our Upper Middle Market portfolio consisted of 11 loans, with an average hold size of $7.9 million, a weighted average EBITDA of $66.7 million, a weighted average yield of 10.8% and leverage through our security of 3.8 times.

Our on-balance sheet credit portfolio Capital Southwest, as shown on Slide 11, again excluding I-45, grew 24% from $272 million at June 30, 2018 to $c million at September 30, 2018, driven by strong Lower Middle Market origination activity.

As the portfolio has grown, the percentage of the credit portfolio represented by the Lower Middle Market has increased by design to now 74%. While we have increased the percentage of the portfolio represented by the Lower Middle Market, we have also continued to heavily emphasize 1st Lien Senior Secured Debt in our investment strategy.

As of the end of the quarter, we had 85% of our on-balance sheet credit portfolio in 1st Lien Senior Secured Debt. Finally, since launching our credit strategy almost 4 years ago, we have invested $521 million, excluding I-45 activity, and harvested 20 exits generating $128 million in proceeds at a weighted average IRR on those exits of 17%.

As illustrated on Slide 12, we have established a well- diversified portfolio, heavily biased towards 1st Lien debt investments, preparing us for recession.

While at the same time, 96% of our credit exposure is invested in floating rate securities, as can be seen on Slide 13, such that our shareholders also continue to benefit should interest rates continue to rise.

As shown on Slide 14, as of the end of the quarter, the I-45 portfolio was 94% 1st Lien, with a diversity among industries and an average hold size of 2.2% of the portfolio. The portfolio had a weighted average EBITDA of $72 million and a weighted average leverage through the I-45 security of 3.8 times.

We have been pleased with the solid performance of I-45 over the past 3 years. We and our partner in I-45, Main Street Capital, have invested $468 million through the fund, harvested -- and harvested 47 exits generating $180 million in proceeds at a weighted average IRR on the exits of 11.7%.

I will now hand the call over to Michael to review the specifics of our financial performance for the quarter..

Thanks, Bowen. As seen on Slide 15, our investment portfolio produced $12.6 million in investment income this quarter, with a weighted average yield on all investments of 11%. This represents an increase of $1.5 million versus $11.1 million from the previous quarter, mostly attributable to net portfolio growth.

The weighted average yield on our credit portfolio was 11.6% for the quarter, slightly down from 11.7% the previous quarter. And as of the end of the quarter, there were no assets on non-accrual. Excluding interest expense, we incurred $3.7 million in operating expenses this quarter, which was flat with the previous quarter.

For the quarter, we earned pre-tax net investment income of $5.8 million, or $0.36 per share compared to $0.31 per share during the prior quarter. As a result, we paid out $0.34 per share in regular dividends for the quarter, an increase of $0.05 per share over the $0.29 per share paid out in the prior quarter.

We continue to focus on growing our regular dividends in a sustainable manner, demonstrated by our cumulative regular dividend coverage of 102% since the spin off. As Bowen mentioned earlier, we also paid out a $0.10 per share supplemental dividend this quarter as part of our recently announced Supplemental Dividend Program.

This program allows our shareholders to meaningfully participate in the successful exits of our investment portfolio.

The program will continue to be funded from our current estimated undistributable taxable income, which was earned from realized gains on both debt and equity, as well as undistributed net investment income over the past several quarters.

As we think about the likely duration of the program, being mindful of our minimum regulated investment company distribution requirements, the unrealized appreciation currently in our portfolio, and the importance of equity co-investments across our Lower Middle Market portfolio to our investment strategy, we believe that the groundwork has been laid for the Supplemental Dividend Program to be in place for the foreseeable future.

On Slide 16, we illustrate our operating leverage, which has improved significantly from 4.9% at the time of the spin-off of CSW Industrials to 3% as of the quarter ended 09/30/18.

Though we are certainly pleased with the progress we have made to date, we continue to work toward achieving our longer term target operating leverage of sub-2.5% in the coming quarters.

With all senior professionals and corporate infrastructure largely in place, portfolio growth from here will continue to improve our operating leverage due to our internally-managed structure. As seen on Slide 17, during the quarter, our NAV per share decreased by $0.03 to $18.84 per share.

The $0.03 per share decrease was driven by the supplemental dividend of $0.10 per share paid during the quarter, offset by an increase in unrealized appreciation. The net portfolio appreciation drove a total of -- annualized return on equity of 8.6% for the quarter. Our regulatory leverage ended the quarter at 0.65 to 1.

As Bowen mentioned previously, subsequent to quarter end, we completed an equity offering of 700,000 shares of common stock at a price of $18.90 per share with 2 institutional investors. The total net proceeds, before expenses, were approximately $13.2 million.

We were able to execute this capital raise above our NAV and at only a 1.9% discount to our closing stock price on the day before the offering. We believe this execution compares favorably to a normal market discount of 8% to 10% for a fully marketed deal.

Based on our current regulatory leverage of 0.65 and with the understanding that the new BDC regulatory leverage levels will not go effective for Capital Southwest until April 25, 2019, we feel it was prudent -- it was prudent to raise a modest amount of equity capital at this time.

Additionally, we continue to have constructive discussions with ING regarding an amendment to our $210 million on-balance sheet revolving credit facility.

Though we don't have a formal announcement to make at this time, we are working with our lenders to achieve enhanced flexibility and terms within the facility, and we'll provide an update on our progress in the coming weeks once the amendment is completed.

At quarter end, we had $83 million of available capacity on the ING facility, $18 million in additional capacity on the Deutsche Bank led I-45 credit facility, and $10.2 million in balance sheet cash. As noted last quarter, we've put in place an ATM program to raise additional capital on our 5.95% December 2022 notes.

As of today, we have sold 785,447 shares of our notes under the program for gross proceeds of approximately $20 million at an effective yield of 5.86%. We believe the ATM program is an effective way to raise attractively priced, just in time capital, as we continue to thoughtfully grow our investment portfolio.

As seen on Slide 19, we have significant unused debt capacity and no payment obligations until late calendar year 2021, which will enable us to significantly grow our portfolio. I will now hand the call back to Bowen for some final comments..

Thanks, Michael, and thank you, everyone, for joining us today. Capital Southwest has grown, and the business and portfolio have developed, consistent with the vision and strategy we communicated to our shareholders almost four years ago. Our team has done an excellent job generating strong performance for our shareholders.

Everyone here at Capital Southwest is totally dedicated to being good stewards of our shareholders' capital by continuing to deliver strong performance and creating long term sustainable value for our shareholders. This concludes our prepared remarks. Operator, we are ready to open the lines for Q&A..

[Operator Instructions]. Our first question comes from Mickey Schleien of Ladenburg..

Yes. Bowen and Michael, in June, you decided to pay the $0.60 special dividend and the total of $10 million. And a couple months later in October, you sold the common shares for proceeds of about $13 million. So, I'm assuming you had pretty good insight into the backlog across that time period.

And I'd like to understand, or could you walk us through those decisions? Was this, well, cheaper than if you had declared a deemed distribution instead?.

Yes. We've talked about this before. Yes, we have distribution requirements, they're really predicated on what your UTI balance is at the end of a year. So we've sized our balance, it's consistent with what we expect our dividend to be in the future.

So the $0.60 distribution that we made really was, from our perspective, pretty much required to get us at a level that we felt comfortable, so we wouldn't have to increase our regular dividend in subsequent quarters. I think the equity offering that we raise, we currently talk about it, has different variables that we considered..

Well, and the equity offering, Mickey, as I mentioned, it really was a reverse inquiry, and so it was a decision made after the decision. Michael touched on the $0.60 kind of had to be paid out, but the equity offering is a separate decision.

We -- based on where originations were coming in, based on leverage level and based on the -- frankly the 2 shareholders, ones we wanted in the shareholder base, we thought while it made sense to raise a modest amount of capital, which was a little bit of a Goldilocks situation, it wasn't too little so that they didn't get a meaningful position, but it wasn't too much, given where we were on our trajectory towards target leverage, and we didn't want to elongate that path too much and so it seemed like the right size and the right opportunity, all things considered to do..

And also from a UTI perspective, Mickey, we have to look at our unrealized depreciation. We've talked about in the past, Deepwater and MRI. So those are other assets that are prospective UTI balances in the future. So making a $0.60 distribution was a prudent thing to do with the time..

Okay. I think, I understand. And Bowen, I'm curious to also understand what sort of trends you're seeing in the fixed charge coverage ratios in your portfolio, given the meaningful increase in interest rates that we've seen over the last several quarters..

Yes. I mean, clearly, as rates go up, that's a larger fixed charge burden on the portfolio companies, all else equal. It's one of the things we look at when we're underwriting these deals.

We look at -- as we've talked about quite a bit in the past, we look at recession performance, specifically in the Great Recession, and we just look at the inherent volatility of the business. And as you can see in our portfolio, our leverage level across the portfolio tends to be lower than many players in the industry.

And in part, I think, that also provides, as you can imagine, a lot of cushion on the cash flow as well to cover interest rates increasing.

And so while certainly interest rates going up is a negative on fixed charge coverage, it really comes down to how much cushion you have and you need to be leveraging the businesses at levels that are prudent in considering both internal -- or the inherent volatility in the business or potential volatility as well as the cash flow margins.

And so, I would just say the lower leverage in the portfolio equals much more cushions on a fixed charge perspective..

But, clearly, interest rates going up is a pressure greater than zero on fixed charge coverage..

So Bowen, are you indicating then that interest expense, at least within your borrowers, is going up faster than their EBITDA?.

No, I wouldn't say that in the last couple of quarters. It's about -- I don't have it in front of me, obviously, but it's probably about offset..

So that would....

Maybe it's a little, I mean, I would say, fixed charge coverage in the portfolio. I don't have it in front of me, but I would say it's probably increasing.

So it's probably -- EBITDA is probably increasing across the portfolio slightly faster than rates are increasing on those particular companies, because remember the companies are -- I mean, our typical loan to value is -- the leverage level you can see on the average loan to value is typically 50% or -- certainly 30% to 50%.

And so you've got a lot of equity below us in these companies, which obviously doesn't have an interest cost..

Our next question comes from Christopher Testa of National Securities Corporation..

Bowen and Michael, just curious, given that the SLF seems to kind of be flat on the quarter, and Bowen, you had cited obviously the frothiness in the Upper Middle Market, should we kind of expect the JV to sort of remain static absent a pretty significant dislocation in credit markets?.

I think that's a fair assumption, Chris. We actually, in fact, have a couple of credits in the fund that are -- that we could trade out at par and leverage in some of the trends in the business we're not pristine, and we've actually taken the opportunity to trade out of the credits. So we still will have some refinancings inevitably happen.

We have -- we are not afraid to sell a credit if we can get out of par, if we're not perfectly comfortable with it. And we're -- it's a great fund, it works for us, it works for Main Street. The market is what it is right now.

So, as I've said, that -- you boil all that together and it's probably a flat fund [Technical Difficulty] at least for a while..

Okay. And have you seen any encouraging trends at least starting in the Upper Middle Market? I mean, obviously, we haven't seen the dreaded dividend recap type volume making up over 50% of the market anymore. We've seen more kind of LBOs and M&A, and some organic growth, excuse me.

So is that kind of encouraging at all? Or is it still just as frothy and bad as ever going into the end of the calendar year here?.

Well, you just kind of answered my question for me. I mean, that's right. So that trend in the market is definitely encouraging. As far as leverage levels and spreads, I'd say the market, in a couple of instances, been more sensitive to heavy, heavy add backs to EBITDA that we've seen. I hesitate to call that a trend necessarily, but we have seen that.

Certainly the lack of dividend recaps in situations like that is encouraging..

Yes. I would agree, definitely. And just wanted to talk about Media Recovery. Obviously, this has been very successful for you guys. Don't have the benefit of having the Q in front of me yet.

But just wondering what your thoughts are potentially on monetizing this if there's been any kind of change in how you're looking at this and maybe looking at the optics of kind of paring down a pretty large position within the portfolio and an equity wanted that..

Yes. That was a good question. I would say, there's two things. First and foremost, we are steadfast on our strategy of building a credit portfolio that generates attractive returns at lower risk for our shareholders to kind of optimize that risk return equation. That doesn't include $45 million, 100% equity investments, right.

And so clearly Media Recovery is not core from that perspective. And so, as I've said in past calls and it's still true, is that's an asset that we see a lot of strategic interest in the asset.

We think it's an interesting asset actually for someone [indiscernible] private equity firm to buy that could afford to put $20 million, $30 million, $40 million in the business to make acquisitions around it. As a platform, we think that's pretty attractive. We couldn't do that, right. So we're the wrong partner for that business.

And so you look at all that, and it's like, okay, it's a sale candidate, the question is when. And as we kind of think about the different things the management team is doing with the business and kind of our strategy, it kind of feels like it's an intermediate.

And I would say, over the next -- I think about it as kind of a sale candidate over the next 9 months plus or minus..

Okay, got it. That's helpful. Thank you, Bowen.

And just remind me, is your credit facility -- is that already okay with the reduced asset coverage that you guys have over 167%?.

No, that's something -- that's part of the negotiation that's ongoing with ING right now. That -- we're looking to do several things with that. We're hoping to stretch the duration, reduce the cost, increase capacity and also reduce asset coverage. Those are all part of the negotiation..

Got it, okay.

And Michael, when would you kind of anticipate that happening? Is that kind of a one or two quarter event?.

I would tell it's in the near term..

Okay, got it. And just want to talk, looking at the new originations during the quarter, you guys had a coal company on there with a 14% plus kind of yield maturity.

Just wondering if you could give some color on that sort of potential -- excuse me, to the ability that you can discuss the attachment point leverage, and if there was a revolver in front of you and just things of that nature..

Yes.

So you mean you want to know why in the world we would invest in a coal company?.

Yes. Pretty much..

Yes. Right. So it's interesting. Blaschak is a very niche regional minor and distributor of coal -- anthracite coal for heating of homes in rural areas in the Northeast, where you can't build gas infrastructure, it's not really -- doesn't really pay to build that gas infrastructure. It's a very low leverage point.

So, sub 2 times [indiscernible] sub two times, and it's got a significant amount of asset coverage. So as you mentioned -- as is I mentioned, it's a Split Lien loan. So we have 1st Lien on a -- several of the assets, including the coal reserves themselves. And so -- and it's got a significant amount of equity in it from a private equity sponsor.

So, if you ever were to lend to a credit -- a coal company, this would be a pretty interesting one. And because a lot of people react, like you react, your rate is pretty interesting, given the risk.

And so, I think about it as an asset -- well, well asset covered deal at a pretty interesting interest rate at a very low cash flow multiple and a niche business where it has a very significant reason to exist and a pretty nice moat around it to continue to exist. And so, pretty interesting credit..

Yes. No, that definitely does sound really unique..

[Operator Instructions]. And this does conclude our question-and-answer session. I would now like to turn the call back over to Bowen Diehl for any closing remarks..

Thank you, operator, and thanks again, everyone, for joining us today, and we look forward to keeping you apprised of our progress on future calls. Have a great week..

Ladies and gentlemen, thank you for participating in today's conference. This concludes today's program. You may all disconnect. Everyone, have a great day..