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CSWC > SEC Filings for CSWC > Form 10-K on 31-May-2013All Recent SEC Filings

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Form 10-K for CAPITAL SOUTHWEST CORP


31-May-2013

Annual Report


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.

Statements we make in the following discussion which express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results, performance or achievements, or industry results, could differ materially from those we express in the following discussion as a result of a variety of factors, including the risks and uncertainties we have referred to under the headings "Cautionary Statement Concerning Forward-Looking Statements" and "Risks Factors" in Part I of this report.

Results of Operations

The composite measure of our financial performance in the Consolidated Statements of Operations is captioned "Increase in net assets from operations" and consists of three elements. The first is "Net investment income," which is the difference between income from interest, dividends and fees and our combined operating and interest expenses, net of applicable income taxes. The second element is "Net realized gain on investments," which is the difference between the proceeds received from the disposition of portfolio securities and their stated cost, net of applicable income tax expense based on our tax year. The third element is the "Net increase in unrealized appreciation of investments," which is the net change in the market or fair value of our investment portfolio, compared with stated cost. It should be noted that the "Net realized gain on investments" and "Net increase in unrealized appreciation of investments" are directly related in that when an appreciated portfolio security is sold to realize a gain, a corresponding decrease in net unrealized appreciation occurs by transferring the gain associated with the transaction from being "unrealized" to being "realized." Conversely, when a loss is realized on a depreciated portfolio security, an increase in net unrealized appreciation occurs.

Net Investment Income

For the year ended March 31, 2013, total investment income was $10,835,261, a $1,501,025, or 16.08%, increase over the $9,334,236 of total investment income for the year ended March 31, 2012. This comparable period increase was primarily attributable to a $1,372,250 or 20.4% increase in dividend income and a $79,047 or 4.1% increase in interest income. For the year ended March 31, 2012, total investment income was $9,334,236, a $1,766,089, or 23.3%, increase over the $7,568,147 of total investment income for the year ended March 31, 2011. This comparable period increase was primarily attributable to a $1,288,170 or 23.7% increase in dividend income and a $616,042 or 45.1% increase in interest income, partially offset by a $138,122 or 17.9% decrease in management and director fee income. Increase in dividend income was primarily due to tax year-end dividend income from both Rectorseal Corporation and The Whitmore Manufacturing Corporation

Our principal objective is to achieve capital appreciation. Therefore, a significant portion of the investment portfolio is structured to maximize the potential return from equity participation and, therefore, provides minimal current yield in the form of interest or dividends. We also earn interest income from the short-term investment of cash funds, and the annual amount of such income varies based upon the average level of funds invested during the year and fluctuations in short-term interest rates. During the three years ended March 31, 2013, we also had interest income from temporary cash investments of $71,136 in 2013, $52,477 in 2012 and $59,642 in 2011.


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We also receive management fees primarily from our controlled affiliated investments which aggregated $591,300 in 2013, $564,050 in 2012 and $695,567 in 2011. As compared to the period ended March 31, 2012, management fees for the year ended March 31, 2013, increased by $27,250 or 4.8%, primarily due to management fees received from TitanLiner, Inc. As compared to the period ended March 31, 2011, management fees for the year ended March 31, 2012, decreased by $131,517 or 18.9%, primarily due to the sale of Lifemark Group, which was offset by an increase in management fees from Trax Holdings and Instawares Holding Company, LLC.

During the three years ended March 31 2013, the Company recorded dividend income from the following sources:

                                                Years Ended March 31
                                        2013            2012            2011
Alamo Group, Inc.                    $   708,075     $   679,632     $   679,272
Balco, Inc.                                    -               -       1,817,503
Capital South Partners Fund III          198,647          79,459               -
Encore Wire Corporation                  160,485         326,940         326,940
The RectorSeal Corporation             5,555,372       4,442,512       2,021,829
TCI Holdings, Inc.                        81,270          81,270          81,270
The Whitmore Manufacturing Company     1,388,842       1,110,628         505,457
                                     $ 8,092,691     $ 6,720,441     $ 5,432,271

Due to the nature of our business, the majority of our Company's operating expenses are related to employee and director compensation, office expenses, legal, professional and accounting fees and the net pension benefit. Total operating expenses, increased by $1,666,280 or 24.97% during the year ended March 31, 2013 as compared to the year ended March 31, 2012, while total operating expenses increased by $1,033,836 or 18.3% during the year ended March 31, 2012 as compared to the year ended March 31, 2011. The increase in 2013 is due primarily to compensation, accrued phantom stock liabilities, increase in advertising and promotion fees, other professional fees, rent increase and insurance expenses. The increase in 2012 is due primarily to salary increases, bonuses paid, stock options granted, rent increase and an increase in legal and other professional fees.

Net Realized Gain on Investments

Net realized gain on investments was $89,557,814. During the year ended March 31, 2013, we distributed capital gain dividends in the amount of $77,300,714 to our shareholders. Excluding capital gain dividends paid, the net realized gain was $11,132,008 (after income tax expense of $1,125,092), compared with a gain of $10,577,944 (after income tax expense of $1,248,932) during fiscal 2012 and a gain of $38,885,026 (after income tax expense of $24,577,557) during fiscal 2011.

During the twelve months ended March 31, 2013, we sold 2,774,250 shares of common stock in Encore Wire Corporation held by our subsidiary, CSVC, to Encore Wire, generating a capital gain of $66,037,485. We also sold 50,000 shares of common stock of Hologic, Inc., generating a capital gain of $850,548. In addition, we sold all investment ownership in Extreme International, Inc., generating net cash proceeds of $10,926,000 and a realized gain of $7,600,125. We also sold all investment ownership in Heelys, Inc., generating cash proceeds of $20,963,948 and a capital gain of $20,861,458. We also received cash proceeds in the amount of $2,823 from Palm Harbor Home Liquidating Trust and a $50,000 capital gain from Diamond State Venture, L.P. These gains were offset by a $4,926,289 realized loss associated with sales of all investment ownership in VIA Holdings, Inc., a $760,742 realized loss related to liquidation of Sterling Group Partners, L.P., $150,594 realized loss related to liquidation of StarTech Seed Fund I, L.P. , and a $7,000 capital loss adjustment related to a final true-up of the Lifemark Group, Inc. divesture from June 2010.


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During the twelve months ended March 31, 2012, we sold Phi Health, Inc. on June 29, 2011 for $38,959, resulting in a realized loss of $5,910,655. On September 9, 2011, All Components was sold for $18,000,000, resulting in a realized gain of $17,850,000. We also sold all of our shares of common stock of Texas Capital Bancshares, Inc. in November 2011, resulting in a realized gain of $9,866,335. On December 5, 2011, Palm Harbor Homes Inc. filed Chapter 11 bankruptcy in state of Delaware; therefore, we subsequently wrote off our investment in this portfolio company of $10,931,955.

During the twelve months ended March 31, 2011, we sold all of our shares of common stock of Lifemark Group to NorthStar Memorial Group LLC, resulting in net cash proceeds of $70,547,210 and $3,703,619 of real estate and assets, which were directly transferred to CapStar Holdings Corporation, our controlled affiliate created to hold assets transferred from Lifemark Group at the time of sale. Transfer taxes in the amount of $1,218,855 related to the transfer of real estate were deducted from the realized gain on the Lifemark transaction.

Management does not attempt to maintain a consistent level of realized gains from year to year, but instead attempts to maximize total investment portfolio appreciation. This strategy often dictates the long-term holding of portfolio securities in pursuit of increased values and increased unrealized appreciation, but may at opportune times dictate realizing gains or losses through the disposition of certain portfolio investments.

Net Increase/(Decrease) in Unrealized Appreciation of Investments

For the twelve months ended March 31, 2013, we recorded an increase in unrealized appreciation of investments of $16,367,413 in 2013, an increase in unrealized appreciation of investments of $78,634,914 in FY 2012 and an increase in unrealized appreciation of investments of $12,998,532 in FY 2011.

As explained in the first paragraph of "Results of Operations" above, the realization of gains or losses results in a corresponding decrease or increase in unrealized appreciation of investments. Set forth in the following table are the significant increases and decreases in unrealized appreciation, excluding the effect of gains or losses realized during the year by the portfolio company for securities held at the end of each year.

                                                  Years Ended March 31
                                         2013              2012             2011
Alamo Group, Inc.                    $  23,139,162     $ 22,872,338     $ 19,812,100
Encore Wire Corporation *              (74,907,585 )     39,723,210       14,303,625
Heelys, Inc. *                         (20,395,592 )      1,304,723         (652,211 )
The Whitmore Manufacturing Company      13,300,000       11,600,000        8,100,000
The RectorSeal Corporation              72,600,000       21,600,000       24,500,000

*These investments were sold during fiscal year ended March 31, 2013.


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A description of the investments listed above and other material components of the investment portfolio are included elsewhere in this report under the caption "Consolidated Schedule of Investments - March 31, 2013 and 2012" in Item 8 "Financial Statements and Supplemental Data."

During the year ended March 31, 2013, we recognized significant increases and decreases in several of our large investments. For the twelve months ended March 31, 2013, the largest increases in unrealized appreciation were attributable to The Rectorseal Corporation, which increased by $72,600,000 due to multiple acquisitions during the year and improved earnings; Alamo Group, Inc., a publicly traded company, which increased $23,139,162 due to an increase in stock price; Whitmore Manufacturing Company, which increased by $13,300,000 due to an acquisition in May 2012, facility expansion in Rockwall and increased value in its real estate investment; Trax Holdings, which increased by $8,800,000 due to its recent series B equity financing. Offsetting these decreases were Encore Wire Corporation, which decreased $74,907,585 primarily due to our recent sale of CSVC's interest in Encore Wire Corporation; Heelys, Inc. decreased $20,395,592 due to the sale of all shares of its common stock; Media Recovery, Inc. decreased $6,800,000; and Cinatra Clean Technologies, Inc. decreased $5,590,390 due to decreases in the entities' respective earnings during FY 2013. Excluding the sales of all shares of common stock of Heelys, Inc. and partial sale of 2,774,250 shares of Encore Wire Corporation, net unrealized appreciation of investments for the year ended March 31, 2013 increased by $118,613,715.

The largest increases in unrealized appreciation for the year ended March 31, 2012 are attributable to Encore Wire Corporation, which increased $39,723,210 and Alamo Group, which increased $22,872,338. In March 2012, Form S-3 registration statements of Alamo Group, Inc. (NYSE: ALG), Encore Wire Corporation (NASDAQ: WIRE), and Heelys Inc. (NASDAQ: HLYS) were filed with the Securities and Exchange Commission, or SEC. As a result of these registrations becoming effective, restrictions of the common stock of these companies imposed by Rule 144 of the Securities Exchange Act of 1933 were lifted, and discounts on these common stocks were subsequently removed. Due to these registrations with the SEC, Encore Wire Corporation, Alamo Group Inc. and Heelys Inc. common stock were transferred from Level 3 to Level 1 under the fair value hierarchy of ASC
820. On March 13, 2012, Encore's registration statement became effective. As a result, Encore's fair value is equivalent to the company's closing bid price of $29.72 per share on March 31, 2012. Alamo's registration statement became effective March 28, 2012. As a result, Alamo's fair value is equivalent to the company's closing bid price of $30.06 per share on March 31, 2012. In addition, unrealized appreciation in RectorSeal Corporation and Whitmore Manufacturing Company increased $21,600,000 and $11,600,000, respectively, due to improved earnings; Heelys, Inc. increased $1,304,723 due to recent Form S-3 registration statement filed with the SEC. On April 17, 2012, Heelys' registration statement became effective. As a result, Heelys' fair value is equivalent to the company's closing bid price of $2.20 per share

For the year ended March 31, 2011, we recognized significant increases in several of our largest investments. The largest increases in unrealized appreciation were attributable to RectorSeal Corporation, which increased $24,500,000 and The Whitmore Manufacturing Company, which increased $8,100,000 due to improved earnings; Media Recovery, Inc., which increased $5,223,290 due to earnings improvement and reduced debt; Encore Wire Corporation, which increased $14,303,625, and Alamo Group, which increased $19,812,100, due to increases in their respective stock prices. Offsetting the increases were a $6,833,953 decrease in Palm Harbor Homes, Inc., reflecting depressed market conditions within the housing industry which caused Palm Harbor to file for Chapter 11 bankruptcy protection. The change in unrealized appreciation of investments for the year ended March 31, 2011 includes a $66,489,600 reduction related to the aforementioned sale of Lifemark Group. Excluding the Lifemark Group, net unrealized appreciation of investments for the year ended March 31, 2011 increased by $79,488,132.


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Portfolio Investments

During the year ended March 31, 2013, we invested a total of $9,780,849. During the year ended March 31, 2012, we invested a total of $13,377,408. During the year ended March 31, 2011, we invested $17,136,824 ($10,519,954 in cash and $6,616,870 non-cash, consisting of $3,707,619 in transferred real estate and assets from the sale of Lifemark Group, Inc. and $2,913,251 in preferred stock in Phi Health, Inc. resulting from the conversion of CMI Holding Company, Inc.

Financial Liquidity and Capital Resources

At March 31, 2013, we had cash and cash equivalents of approximately $81.8 million. Pursuant to the SBA regulations, cash and cash equivalents of $24.9 million held by CSVC may not be transferred or advanced to CSW without the consent of the SBA.

With the exception of two capital gain distributions made in the form of cash dividend during this fiscal year and a capital gain distribution made in the form of a distribution of the stock of a portfolio company in the fiscal year ended March 31, 1996, we elected to retain all gains realized during our more than 50 years of operations. Retention of future gains is viewed as an important source of funds to sustain our investment activity. Approximately $168 million of our investment portfolio is represented by unrestricted publicly traded securities and represents a source of liquidity as of March 31, 2013.

Funds to be used by us for operating or investment purposes may be transferred in the form of dividends or management fees from The RectorSeal Corporation and The Whitmore Manufacturing Company, controlled affiliates of the Company, to the extent of their available cash reserves and borrowing capacities.

Management believes that our cash and cash equivalents and cash available from other sources described above are adequate to meet our expected requirements. Consistent with our long-term strategy, the disposition of investments from time to time may also be an important source of funds for future investment activities.

Contractual Obligations

As shown below, we had the following contractual obligations as of March 31,
2013. For information on our capital commitments, see Note 9 of the Notes to
Consolidated Financial Statements.

                                             Payments Due By Period
                                                 (In thousands)
                                                                        More Than
Contractual Obligations        Total        1 Year      2-3 Years        3 Years
Operating lease obligations   $   200      $    133     $       67     $         -


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Critical Accounting Policies

Valuation of Investments

In accordance with the Investment Company Act of 1940, investments in unrestricted securities (freely marketable securities having readily available market quotations) are valued at market, and investments in restricted securities (securities subject to one or more resale restrictions) are valued at fair value determined in good faith by our Board of Directors. Under our valuation policy, unrestricted securities are valued at the closing sale price for NYSE listed securities and at the lower of the closing bid price or the last sale price for Nasdaq securities on the valuation date.

Among the factors considered by our Board of Directors in determining the fair value of restricted securities are the financial condition and operating results of the issuer, the long-term potential of the business of the issuer, the market for and recent sales prices of the issuer's securities, the values of similar securities issued by companies in similar businesses, the proportion of the issuer's securities owned by us. Valuations as of any particular date, however, are not necessarily indicative of amounts which may ultimately be realized as a result of future sales or other dispositions of securities.

Impact of Inflation

We do not believe that our business is materially affected by inflation, other than the impact which inflation may have on the securities markets, the valuations of business enterprises and the relationship of such valuations to underlying earnings, all of which will influence the value of our investments.

BDC Risks

Pursuant to Section 64(b)(1) of the Investment Company Act of 1940, a BDC is required to describe the risk factors involved in an investment in the securities of such company due to the nature of the company's investment portfolio. Accordingly we state that:

Our objective is to achieve capital appreciation through investments in businesses believed to have favorable growth potential. Such businesses are often undercapitalized small companies which lack management depth and have not yet attained profitability. Our venture investments often include securities which do not yield interest or dividends and are subject to legal or contractual restrictions on resale, which restrictions adversely affect the liquidity and marketability of such securities.

Because of the speculative nature of our investments and the lack of any market for the securities initially purchased by us, there is a significantly greater risk of loss than is the case with traditional investment securities. The high-risk, long-term nature of our venture investment activities may prevent shareholders of our Company from achieving price appreciation and dividend distributions.


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Portfolio Changes During the Year Ended March 31, 2013

New Investment and Additions to Previous Investments

New Investment     Purchase Amount
TitanLiner Inc.   $       5,950,000



Additions to Previous Investments    Purchase Amount
Ballast Point Ventures II, L.P.     $         300,000
BankCap Partners Fund I, L.P.                  88,806
Capstar Holdings Corp.                      1,000,000
Cinatra Clean Technologies, Inc.              759,043
Discovery Alliance, LLC                       135,000
iMemories, Inc.                               748,000
Trax Holdings, Inc.                           800,000 *
                                    $       3,830,849

*In December 2012, the $3,200,000 investment in Trax Holdings, Inc. debt security and $800,000 accrued interest were converted into Series B Convertible Preferred Stock.

Dispositions

                                                         Proceeds        Cost          Realized gain/(loss)
Diamond State Venture, L.P.                          $     50,000               -     $               50,000
Encore Wire Corporation                                66,637,485         600,000                 66,037,485
Extreme International, Inc.                            10,926,000       3,325,875                  7,600,125
Heelys, Inc.                                           20,963,948         102,490                 20,861,458
Hologic, Inc.                                             868,019          17,471                    850,548
Lifemark Group                                                  -           7,000                     (7,000 )
Palm Harbor Homes, Inc.                                     2,823               -                      2,823
StarTech Seed Fund I, L.P.                                 27,472         178,066                   (150,594 )
Sterling Group Partners, L.P.                              66,315         827,057                   (760,742 )
VIA Holdings, Inc.                                              1       4,926,290                 (4,926,289 )
                                                     $ 99,542,063     $ 9,984,249     $           89,557,814
Cash distributions from net realized gain                                             $          (77,300,714 )
Undistributed realized gain before income taxes                                       $           12,257,100

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