SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
______________________
For the Quarter Ended December 31, 1995 Commission File Number: 811-1056
CAPITAL SOUTHWEST CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-1072796
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
12900 Preston Road, Suite 700, Dallas, Texas 75230
(Address of principal executive offices including zip code)
(214) 233-8242
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes _X_ No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
3,767,051 shares of Common Stock, $1 Par Value as of January 31, 1996
1
PART I. FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARY
Consolidated Statements of Financial Condition
----------------------------------------------
Assets December 31, 1995 March 31, 1995
----------------- --------------
(Unaudited)
Investments at market or fair value
Companies more than 25% owned
(Cost: December 31, 1995 - $21,944,361,
March 31, 1995 - $15,147,834) $ 176,219,000 $ 143,715,000
Companies 5% to 25% owned
(Cost: December 31, 1995 - $12,750,404,
March 31, 1995 - $17,030,438) 17,062,510 31,459,238
Companies less than 5% owned
(Cost: December 31, 1995 - $39,157,601,
March 31, 1995 - $17,551,303) 61,972,073 27,586,335
------------ ------------
Total investments
(Cost: December 31, 1995 - $73,852,366,
March 31, 1995 - $49,729,575) 255,253,583 202,760,573
Cash and cash equivalents 60,012,209 8,372,976
Receivables 763,271 243,633
Other assets 2,625,557 2,434,231
------------ ------------
Totals $ 318,654,620 $ 213,811,413
============ ============
Liabilities and Shareholders' Equity
Notes payable to bank $ 54,425,000 $ -
Note payable to Skylawn Corporation 2,500,000 -
Accrued interest and other liabilities 2,135,274 1,490,506
Income taxes payable 6,284,110 -
Deferred income taxes 63,591,128 53,951,003
Subordinated debentures 11,000,000 11,000,000
------------ ------------
Total liabilities 139,935,512 66,441,509
------------ ------------
Shareholders' equity
Common stock, $1 par value: authorized,
5,000,000 shares; issued, 4,204,416 shares
at December 31, 1995 and 4,172,416 shares
at March 31, 1995 4,204,416 4,172,416
Additional capital 4,813,121 4,270,371
Undistributed net investment income 4,018,092 3,889,288
Undistributed net realized gain on investments 54,491,564 42,287,133
Unrealized appreciation of investments -
net of deferred income taxes 118,225,217 99,783,998
Treasury stock - at cost (437,365 shares) (7,033,302) (7,033,302)
------------ ------------
Net assets at market or fair value, equivalent
to $47.44 per share on the 3,767,051 shares
outstanding at December 31, 1995, and
$39.46 per share on the 3,735,051 shares
outstanding at March 31, 1995 178,719,108 147,369,904
------------ ------------
Totals $ 318,654,620 $ 213,811,413
============ ============
(See Notes to Consolidated Financial Statements)
2
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARY
Consolidated Statements of Operations
-------------------------------------
(Unaudited)
Three Months Ended Nine Months Ended
December 31 December 31
1995 1994 1995 1994
------------ ------------ ------------ ------------
Investment income:
Interest $ 463,764 $ 458,211 $ 1,498,038 $ 1,392,314
Dividends 1,502,418 712,657 2,794,521 1,983,790
Management and directors' fees 149,350 127,750 417,650 390,000
------------ ------------ ------------ ------------
2,115,532 1,298,618 4,710,209 3,766,104
------------ ------------ ------------ ------------
Operating expenses:
Interest 829,393 361,778 1,416,788 1,081,471
Salaries 221,142 212,301 615,348 551,867
Net pension benefit (52,175) (60,357) (156,526) (181,072)
Other operating expenses 163,226 161,201 394,516 378,501
------------ ------------ ------------ ------------
1,161,586 674,923 2,270,126 1,830,767
------------ ------------ ------------ ------------
Income before income taxes 953,946 623,695 2,440,083 1,935,337
Income tax expense (benefit) 20,334 (13,760) 57,448 29,903
------------ ------------ ------------ ------------
Net investment income $ 933,612 $ 637,455 $ 2,382,635 $ 1,905,434
============ ============ ============ ============
Proceeds from disposition of investments 20,919,308 199,706 20,919,308 1,702,275
Cost of investments sold 2,621,266 602,588 2,621,266 1,333,194
------------ ------------ ------------ ------------
Realized gain (loss) on investments
before income taxes 18,298,042 (402,882) 18,298,042 369,081
Income tax expense (benefit) 5,940,235 (141,007) 5,940,235 129,179
------------ ------------ ------------ ------------
Net realized gain (loss) on investments 12,357,807 (261,875) 12,357,807 239,902
------------ ------------ ------------ ------------
Increase (decrease) in unrealized
appreciation of investments before income
taxes and distributions (3,353,503) 2,735,654 37,634,523 1,964,238
Increase (decrease) in deferred income
taxes on appreciation of investments (1,174,000) 956,000 9,929,000 687,000
------------ ------------ ------------ ------------
Net increase (decrease) in unrealized
appreciation of investments before
distributions (2,179,503) 1,779,654 27,705,523 1,277,238
------------ ------------ ------------ ------------
Net realized and unrealized gain
on investments $ 10,178,304 $ 1,517,779 $ 40,063,330 $ 1,517,140
============ ============ ============ ============
Increase in net assets from operations
before distributions $ 11,111,916 $ 2,155,234 $ 42,445,965 $ 3,422,574
============ ============ ============ ============
(See Notes to Consolidated Financial Statements)
3
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARY
Consolidated Statements of Changes in Net Assets
------------------------------------------------
Nine Months Ended Year Ended
December 31, 1995 March 31, 1995
----------------- --------------
(Unaudited)
Operations
Net investment income $ 2,382,635 $ 2,446,653
Net realized gain on investments 12,357,807 142,403
Net increase in unrealized appreciation
of investments before distributions 27,705,523 13,583,731
-------------- ------------
Increase in net assets from operations
before distributions 42,445,965 16,172,787
Distributions from:
Undistributed net investment income (2,253,831) (2,241,031)
Undistributed net realized gain on investments (153,376) -
Unrealized appreciation of investments (9,264,304) -
Capital share transactions
Exercise of employee stock options 574,750 384,750
-------------- ------------
Increase in net assets 31,349,204 14,316,506
Net assets, beginning of period 147,369,904 133,053,398
-------------- ------------
Net assets, end of period $ 178,719,108 $147,369,904
============== ============
(See Notes to Consolidated Financial Statements)
4
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARY
Consolidated Statements of Cash Flows
-------------------------------------
(Unaudited)
Three Months Ended Nine Months Ended
December 31 December 31
-------------------------- --------------------------
1995 1994 1995 1994
------------ ------------ ------------ ------------
Cash flows from operating activities
Increase in net assets from operations
before distributions $ 11,111,916 $ 2,155,234 $ 42,445,965 $ 3,422,574
Adjustments to reconcile increase in net
assets from operations before
distributions to net cash provided
by operating activities:
Depreciation and amortization 8,147 9,566 23,361 31,736
Net pension benefit (52,175) (60,357) (156,526) (181,072)
Net realized and unrealized gain
on investments (10,178,304) (1,517,779) (40,063,330) (1,584,629)
Decrease (increase) in receivables (429,008) 278,775 (519,638) (25,409)
(Increase) decrease in other assets 57,832 20,250 40,282 (13,982)
Increase in accrued interest and
other liabilities 602,499 196,028 546,326 169,822
Deferred income taxes 18,000 21,000 55,000 63,000
------------ ------------ ------------ ------------
Net cash provided by operating activities 1,138,907 1,102,717 2,371,440 1,882,040
------------ ------------ ------------ ------------
Cash flows from investing activities
Proceeds from disposition of investments 964,708 109,406 964,708 1,611,975
Purchases of securities (1,101,684) (2,709,941) (11,978,816) (9,556,876)
Maturities of securities 4,941,155 574,625 5,051,824 574,625
------------ ------------ ------------ ------------
Net cash provided (used) by investing
activities 4,804,179 (2,025,910) (5,962,284) (7,370,276)
------------ ------------ ------------ ------------
Cash flows from financing activities
Increase (decrease) in notes payable to bank (25,075,000) - 54,425,000 (75,000,000)
Increase in note payable to Skylawn
Corporation - - 2,500,000 -
Distributions from undistributed net
investment income (1,506,821) (1,494,021) (2,253,831) (2,241,031)
Distributions from undistributed net
realized gain on investments - - (15,842) -
Proceeds from exercise of employee
stock options - - 574,750 384,750
------------ ------------ ------------ ------------
Net cash provided (used) by financing
activities (26,581,821) (1,494,021) 55,230,077 (76,856,281)
------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash
equivalents (20,638,735) (2,417,214) 51,639,233 (82,344,517)
Cash and cash equivalents at beginning
of period 80,650,944 14,355,334 8,372,976 94,282,637
------------ ------------ ------------ ------------
Cash and cash equivalents at end of period $ 60,012,209 $ 11,938,120 $ 60,012,209 $ 11,938,120
============ ============ ============ ============
(Continued)
(See Notes to Consolidated Financial Statements)
5
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARY
Consolidated Statements of Cash Flows
-------------------------------------
(Unaudited)
Continued
- ---------
Three Months Ended Nine Months Ended
December 31 December 31
------------------ -----------------
1995 1994 1995 1994
------------ ------------ ------------ -----------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 233,360 $ 200,548 $ 787,117 $ 918,637
Income taxes $ 9 $ - $ 123 $ 15,049
Supplemental disclosure of financing activities:
On July 31, 1995, Capital Southwest Corporation distributed to its
shareholders 752,147 shares of common stock of Palm Harbor Homes, Inc., which
had a fair market value of $12.50 per share, or $9,401,838.
(See Notes to Consolidated Financial Statements)
6
CAPITAL SOUTHWEST VENTURE CORPORATION
(wholly-owned subsidiary of Capital Southwest Corporation)
Statement of Financial Condition
--------------------------------
December 31, 1995
-----------------
(Unaudited)
Assets
Investments at market or fair value
Companies more than 25% owned (Cost - $4,759,737) $ 47,448,706
Companies 5% to 25% owned (Cost - $3,814,816) 6,667,905
Companies less than 5% owned (Cost - $10,360,982) 22,017,263
-------------
Total investments (Cost - $18,935,535) 76,133,874
Cash and cash equivalents 9,705,700
Receivables 537,167
Other assets 66,760
-------------
Total $ 86,443,501
=============
Liabilities and Shareholder's Equity
Accrued interest and other liabilities $ 1,162,484
Deferred income taxes 20,004,000
Subordinated debentures 11,000,000
-------------
Total liabilities 32,166,484
-------------
Shareholder's equity
Common stock, $1 par value: authorized 5,000,000 shares;
issued and outstanding, 1,000,000 shares 1,000,000
Additional capital 15,606,949
Undistributed net investment income 542,164
Accumulated net realized loss on investments (66,435)
Unrealized appreciation of investments - net of deferred
income taxes 37,194,339
-------------
Shareholder's equity 54,277,017
-------------
Total $ 86,443,501
=============
(See Notes to Consolidated Financial Statements)
7
CAPITAL SOUTHWEST VENTURE CORPORATION
(wholly-owned subsidiary of Capital Southwest Corporation)
Statement of Operations
-----------------------
Nine Months Ended December 31, 1995
-----------------------------------
(Unaudited)
Investment income:
Interest $ 1,192,671
Dividends 1,033,099
-----------
2,225,770
-----------
Operating expenses:
Interest 711,907
Management fee 151,332
Miscellaneous 43,325
-----------
906,564
-----------
Net investment income $ 1,319,206
===========
Proceeds from disposition of investments $ 432,100
Cost of investments sold 121,267
-----------
Realized gain on investments before income taxes 310,833
Income tax expense 113,041
-----------
Net realized gain on investments 197,792
-----------
Net increase in unrealized appreciation of investments
before distribution (net of increase in deferred
income taxes of $359,000) 9,947,528
-----------
Net realized and unrealized gain on investments $10,145,320
===========
Increase in shareholder's equity from operations
before distribution $11,464,526
===========
8
Statements of Changes in Shareholder's Equity
---------------------------------------------
Nine Months Ended Year Ended
December 31, 1995 March 31, 1995
----------------- --------------
(Unaudited)
Net investment income $ 1,319,206 $ 784,699
Net realized gain on investments 197,792 15,097
Net increase in unrealized appreciation of
investments before distribution 9,947,528 5,412,310
------------- -----------
Increase in shareholder's equity from
operations before distribution 11,464,526 6,212,106
Capital contribution by Capital
Southwest Corporation 2,500,000 -
Distributions to Capital Southwest
Corporation from:
Undistributed net investment income (1,089,251) (718,146)
Accumulated net realized loss on investments (137,765) -
Unrealized appreciation of investments (9,279,873) -
------------- -----------
Increase in shareholder's equity 3,457,637 5,493,960
Shareholder's equity, beginning of period 50,819,380 45,325,420
------------- -----------
Shareholder's equity, end of period $ 54,277,017 $50,819,380
============= ===========
(See Notes to Consolidated Financial Statements)
9
CAPITAL SOUTHWEST VENTURE CORPORATION
(wholly-owned subsidiary of Capital Southwest Corporation)
Statement of Cash Flows
-----------------------
Nine Months Ended December 31, 1995
-----------------------------------
(Unaudited)
Cash flows from operating activities
Increase in shareholder's equity from operations
before distribution $ 11,464,526
Adjustments to reconcile increase in shareholder's
equity from operations before distribution to net
cash provided by operating activities:
Net realized and unrealized gain on investments (10,145,320)
Increase in receivables (355,903)
Decrease in other assets 15,031
Increase in accrued interest and other liabilities 844,996
------------
Net cash provided by operating activities 1,823,330
------------
Cash flows from investing activities
Proceeds from disposition of investments 432,100
Purchases of securities (667,682)
Maturities of securities 4,780,037
------------
Net cash provided by investing activities 4,544,455
------------
Cash flows from financing activities
Distributions from undistributed net investment income (1,089,251)
------------
Net increase in cash and cash equivalents 5,278,534
Cash and cash equivalents at beginning of period 4,427,166
------------
Cash and cash equivalents at end of period $ 9,705,700
============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 664,658
Income taxes $ 123
Supplemental disclosure of financing activities:
On July 31, 1995, Capital Southwest Venture Corporation distributed to
Capital Southwest Corporation 753,411 shares of common stock of Palm Harbor
Homes, Inc., which had a fair market value of $12.50 per share, or $9,417,638.
(See Notes to Consolidated Financial Statements)
10
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARY
Notes to Consolidated Financial Statements
------------------------------------------
(Unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements, which include the
accounts of Capital Southwest Corporation and its wholly-owned small
business investment company subsidiary (the "Company"), have been
prepared on the value basis in accordance with generally accepted
accounting principles for investment companies. All significant
intercompany accounts and transactions have been eliminated in
consolidation.
The financial statements included herein have been prepared in
accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 6
of Regulation S-X. The financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Company's annual report on Form 10-K for the
year ended March 31, 1995. Certain information and footnotes
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted, although the Company believes that the disclosures are
adequate for a fair presentation. The information reflects all
adjustments (consisting of normal recurring adjustments) which are,
in the opinion of management, necessary for a fair presentation of
the results of operations for the interim periods.
11
2. Summary of Per Share Information
Three Months Ended Nine Months Ended
December 31 December 31
----------- -----------
1995 1994 1995 1994
------- ------- ------- -------
Investment income $ .56 $ .35 $ 1.25 $ 1.01
Operating expenses (.09) (.08) (.23) (.20)
Interest expense (.22) (.10) (.38) (.29)
Income taxes - - (.01) (.01)
------- ------- ------- -------
Net investment income .25 .17 .63 .51
Distributions from undistributed
net investment income (.40) (.40) (.60) (.60)
Distributions from net realized
gain on investments - - (.04)
Distributions from unrealized
appreciation of investments - - (2.46)
Net realized gain (loss) on
investments 3.28 (.07) 3.28 .07
Net increase (decrease) in
unrealized appreciation of
investments before
distributions (.58) .47 7.36 .34
Exercise of employee stock
options<F1> - - (.19) (.09)
------- ------- ------- -------
Net increase in net asset
value 2.55 .17 7.98 .23
Net asset value:
Beginning of period 44.89 35.87 39.46 35.81
------- ------- ------- -------
End of period $47.44 $36.04 $47.44 $36.04
======= ======= ======= =======
Shares outstanding at end
of period(000s omitted) 3,767 3,735 3,767 3,735
<FN>
<F1> Net decrease is due to the exercise of employee stock options at prices
less than beginning of period net asset value.
</FN>
12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Interest income in the nine months ended December 31, 1995 increased
from the year-ago period primarily because of additional interest payments by
portfolio companies offset somewhat by (a) the repayment of debentures by
portfolio companies and (b) the repayment by the Company of a $4,000,000
12.145% subordinated debenture on March 1, 1995. During the nine months
ended December 31, 1995 and 1994, the Company recorded dividend income from
the following sources:
Nine Months Ended
December 31
1995 1994
---------- ----------
The RectorSeal Corporation $1,229,019 $ 985,112
Alamo Group Inc. 798,000 718,200
Humac Company 208,200 -
Texas Shredder, Inc. 168,750 -
Skylawn Corporation 150,000 -
Cherokee Communications, Inc. 108,000 144,000
Westmarc Communications, Inc. 60,953 60,953
Other 71,599 75,525
---------- ----------
$2,794,521 $1,983,790
========== ==========
Interest expense in the nine months ended December 31, 1995 increased
from the year-ago period primarily due to the interest accrual on the
deferred tax related to the installment sale of MESC Holdings, Inc., offset
somewhat by the repayment of the subordinated debenture as described above.
Salaries in the nine months ended December 31, 1995 increased from the
year-ago period due to one additional staff member and routine annual
compensation increases.
During the nine months ended December 31, 1995, the Company reported
a realized gain before income taxes of $18,298,042, including a gain of
$17,954,600 from the sale of its investment in MESC Holdings, Inc. mentioned
above. It should be noted that a realized gain before income taxes and a
decrease in unrealized appreciation before income taxes are directly related
in that when an appreciated portfolio security is sold to realize a gain, a
corresponding decrease in 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 unrealized appreciation occurs.
13
Set forth in the following table are the significant increases and
decreases in unrealized appreciation (before the related change in deferred
taxes and excluding the effect of gains or losses realized during the
periods) by portfolio company:
Three Months Ended Nine Months Ended
December 31 December 31
1995 1994 1995 1994
----------- ---------- ------------ ------------
Alamo Group Inc. $ - $4,770,000 $ 3,920,000 $ (2,158,000)
American Homestar Corporation 1,266,255 (60,650) 2,524,368 587,858
Cherokee Communications, Inc. 1,000,000 1,600,000 1,000,000 1,600,000
CrossTies Software Corporation - (674,999) - (1,249,999)
Data Race, Inc. 223,900 (379,700) (1,585,400) (656,900)
Dennis Tool Company - - (800,000) -
Encore Wire Corporation (2,789,000) (1,552,000) (6,356,000) 3,461,250
Intelligent Electronics, Inc. (250,000) (893,750) (362,500) (1,700,000)
Mail-Well, Inc. (607,000) - 3,062,990 -
Mylan Laboratories, Inc. 432,965 128,286 299,334 812,478
Palm Harbor Homes, Inc. 14,461,000 - 31,751,777 4,484,600
PETsMART, Inc. (899,553) - 5,434,755 615,120
The RectorSeal Corporation 1,000,000 - 1,000,000 1,000,000
Skylawn Corporation - - - (5,000,000)
The Whitmore Manufacturing Company (800,000) - (800,000) (400,000)
On July 31, 1995, Capital Southwest Corporation distributed 752,147
shares of common stock of Palm Harbor Homes, Inc. on the basis of one share
for each five shares of Capital Southwest common stock of record on July 17,
1995. Cash payments were made in lieu of Palm Harbor common stock to record
holders of fewer than 50 shares of Capital Southwest common stock and in lieu
of fractional shares. The fair market value of Palm Harbor common stock on
the July 31, 1995 distribution date was determined to be $12.50 per share.
During the quarter ended December 31, 1995, the Company made
additional investments of $1,101,684 in existing portfolio companies.
On January 2, 1996, the Company repaid $50,000,000 of the notes
payable to bank from its cash and cash equivalents.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for
which this report is filed.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAPITAL SOUTHWEST CORPORATION
Date: February 13, 1996 By: /s/ William R. Thomas
William R. Thomas, President
Date: February 13, 1996 By: /s/ Tim Smith
Tim Smith, Vice President
and Secretary-Treasurer
15
EXHIBIT INDEX
-------------
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule
PAGE