FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ..................... to .....................
Commission File Number: 814-61
CAPITAL SOUTHWEST CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-1072796
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
12900 Preston Road, Suite 700, Dallas, Texas
75230
(Address of principal executive offices)
(Zip Code)
(972) 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 period 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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
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.
3,857,051 shares of Common Stock, $1 Par Value as of July 31, 2005
TABLE OF CONTENTS
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition
June 30, 2005 (Unaudited) and March 31, 2005.................3
Consolidated Statements of Operations (Unaudited)
For the three months ended June 30, 2005 and
June 30, 2004................................................4
Consolidated Statements of Changes in Net Assets
For the three months ended June 30, 2005 (Unaudited) and
year ended March 31, 2005....................................5
Consolidated Statements of Cash Flows (Unaudited)
For the three months ended June 30, 2005 and June 30, 2004...6
Notes to Consolidated Financial Statements........................7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................8
ITEM 3. Quantitative and Qualitative Disclosure About
Market Risk.................................................11
ITEM 4. Controls and Procedures.......................................11
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K..............................12
Signatures .................................................................13
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Consolidated Financial Statements
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
Consolidated Statements of Financial Condition
----------------------------------------------
Assets June 30, 2005 March 31, 2005
------------- --------------
(Unaudited)
Investments at market or fair value
Companies more than 25% owned
(Cost: June 30, 2005 - $23,114,866
March 31, 2005 - $23,114,866) $264,196,981 $259,628,981
Companies 5% to 25% owned
(Cost: June 30, 2005 - $21,550,000
March 31, 2005 - $19,050,000) 47,690,852 44,890,852
Companies less than 5% owned
(Cost: June 30, 2005 - $41,063,077
March 31, 2005 - $42,381,532) 115,457,505 117,502,389
------------ ------------
Total investments
(Cost: June 30, 2005- $85,727,943
March 31, 2005 - $84,546,398) 427,345,338 422,022,222
Cash and cash equivalents 3,678,770 5,104,935
Receivables 214,624 136,401
Other assets 7,191,792 7,120,043
------------ ------------
Totals $438,430,524 $434,383,601
============ ============
Liabilities and Shareholders' Equity
Note payable to bank $ 8,000,000 $ 8,000,000
Note payable to portfolio company -- 5,000,000
Accrued interest and other liabilities 1,661,866 1,842,587
Income taxes payable 1,324,586 --
Deferred income taxes 119,006,326 117,007,107
------------ ------------
Total liabilities 129,992,778 131,849,694
------------ ------------
Shareholders' equity
Common stock, $1 par value: authorized,
5,000,000 shares; issued, 4,294,416 shares
at June 30, 2005 and March 31, 2005 4,294,416 4,294,416
Additional capital 7,904,997 7,904,997
Undistributed net investment income 3,473,094 3,669,805
Undistributed net realized gain on investments 76,725,145 73,316,166
Unrealized appreciation of investments -
net of deferred income taxes 223,073,396 220,381,825
Treasury stock - at cost (437,365 shares) (7,033,302) (7,033,302)
------------ ------------
Net assets at market or fair value, equivalent
to $79.97 per share at June 30, 2005 and
$78.44 per share at March 31, 2005 on the
3,857,051 shares outstanding 308,437,746 302,533,907
------------ ------------
Totals $438,430,524 $434,383,601
============ ============
(See Notes to Consolidated Financial Statements)
3
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Operations
-------------------------------------
(Unaudited)
Three Months Ended
June 30
--------------------------
2005 2004
----------- -----------
Investment income:
Interest $ 141,903 $ 93,282
Dividends 782,246 702,207
Management and directors' fees 170,750 169,250
----------- -----------
1,094,899 964,739
----------- -----------
Operating expenses:
Salaries 233,000 230,375
Net pension benefit (63,717) (68,226)
Other operating expenses 202,458 173,697
----------- -----------
371,741 335,846
----------- -----------
Income before interest expense and income taxes 723,158 628,893
Interest expense 118,759 115,386
----------- -----------
Income before income taxes 604,399 513,507
Income tax expense 29,700 24,000
----------- -----------
Net investment income $ 574,699 $ 489,507
=========== ===========
Proceeds from disposition of investments $ 6,884,240 $ 608,517
Cost of investments sold 1,623,656 3,002,325
----------- -----------
Realized gain (loss) on investments before income taxes 5,260,584 (2,393,808)
Income tax expense (benefit) 1,851,605 (837,833)
----------- -----------
Net realized gain (loss) on investments 3,408,979 (1,555,975)
----------- -----------
Increase (decrease) in unrealized appreciation of
investments before income taxes 4,141,571 (3,681,261)
Increase (decrease) in deferred income taxes on
appreciation of investments 1,450,000 (1,289,000)
----------- -----------
Net increase (decrease) in unrealized appreciation
of investments 2,691,571 (2,392,261)
----------- -----------
Net realized and unrealized gain (loss)
on investments $ 6,100,550 $(3,948,236)
=========== ===========
Increase (decrease) in net assets from operations $ 6,675,249 $(3,458,729)
=========== ===========
(See Notes to Consolidated Financial Statements)
4
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Changes in Net Assets
------------------------------------------------
Three Months Ended Year Ended
June 30, 2005 March 31, 2005
------------------ --------------
(Unaudited)
Operations
Net investment income $ 574,699 $ 2,405,948
Net realized gain (loss) on investments 3,408,979 (6,065,814)
Net increase in unrealized appreciation
of investments 2,691,571 17,884,654
------------ ------------
Increase in net assets from operations 6,675,249 14,224,788
Distributions from:
Undistributed net investment income (771,410) (2,314,231)
------------ ------------
Increase in net assets 5,903,839 11,910,557
Net assets, beginning of period 302,533,907 290,623,350
------------ ------------
Net assets, end of period $308,437,746 $302,533,907
============ ============
(See Notes to Consolidated Financial Statements)
5
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
-------------------------------------
(Unaudited)
Three Months Ended
June 30
--------------------------
2005 2004
----------- -----------
Cash flows from operating activities
Increase (decrease) in net assets from operations $ 6,675,249 $(3,458,729)
Adjustments to reconcile increase (decrease) in net
assets from operations to net cash provided by
operating activities:
Proceeds from disposition of investments 6,884,240 608,517
Purchases of securities (2,805,201) (402,325)
Depreciation and amortization 3,925 3,629
Net pension benefit (63,717) (68,226)
Net realized and unrealized (gain) loss
on investments (6,100,550) 3,948,236
Increase in receivables (78,223) (12,726)
(Increase) decrease in other assets 5,425 (34,329)
Decrease in accrued interest
and other liabilities (159,435) (68,246)
Decrease in accrued pension cost (38,668) (41,820)
Deferred income taxes 22,200 24,000
----------- -----------
Net cash provided by operating activities 4,345,245 497,981
----------- -----------
Cash flows from financing activities
Decrease in note payable to bank -- (7,500,000)
Decrease in note payable to portfolio company (5,000,000) --
Distributions from undistributed net investment income (771,410) (771,410)
----------- -----------
Net cash used in financing activities (5,771,410) (8,271,410)
----------- -----------
Net decrease in cash and cash equivalents (1,426,165) (7,773,429)
Cash and cash equivalents at beginning
of period 5,104,935 10,150,796
----------- -----------
Cash and cash equivalents at end of period $ 3,678,770 $ 2,377,367
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $118,681 $115,814
Income taxes $ 7,500 $ --
(See Notes to Consolidated Financial Statements)
6
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
------------------------------------------
(Unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements, which include our
accounts and the accounts of our wholly-owned small business investment company
subsidiary and our wholly-owned management company, have been prepared on the
value method of accounting in accordance with accounting principles generally
accepted in the United States 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 accounting principles generally accepted in the United States
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 our annual
report on Form 10-K for the year ended March 31, 2005. Certain information and
footnotes normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States have been
condensed or omitted, although we believe 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.
2. Indemnification
We enter into agreements that contain customary indemnification
provisions. The maximum exposure under these indemnification agreements is
unknown, but we have had no previous claims or losses and expect the risk of
losses to be remote.
3. Stock-Based Compensation
Effective April 1, 2003, we adopted the fair value method of recording
compensation expense related to all stock options granted after March 31, 2003,
in accordance with FASB Statement Nos. 123 and 148. Accordingly, the fair value
of stock options as determined on the date of grant using the Black-Scholes
pricing model will be expensed over the vesting period of the related stock
options. No stock options have been granted since March 31, 2003.
The following table illustrates the effect on net asset value and net
asset value per share if we had applied the fair value recognition provisions of
FASB Statement No. 123 to stock-based compensation for options granted prior to
the implementation of FASB Statement No. 123.
June 30, June 30,
2005 2004
------------ ------------
Net asset value, as reported $308,437,746 $286,393,211
Deduct: Total fair value computed
stock-based compensation 37,734 40,191
------------ ------------
Pro forma net asset value $308,400,012 $286,353,020
============ ============
Net asset value per share:
Basic - as reported $79.97 $74.25
====== ======
Basic - pro forma $79.96 $74.24
====== ======
Diluted - as reported $79.89 $74.22
====== ======
Diluted - pro forma $79.88 $74.21
====== ======
7
Notes to Consolidated Financial Statements
(continued)
The diluted net asset value per share calculation assumes all vested
outstanding options for which the market price exceeds the exercise price have
been exercised.
In December 2004, the FASB issued a revised SFAS No. 123(R),
"Share-Based Payment." It requires us to measure all employee stock-based
compensation awards using a fair value method and record such expense in our
consolidated financial statements. In addition it requires additional accounting
and disclosure related to the cash flow effects resulting from share-based
payment arrangements. It is effective at the beginning of the fiscal year that
begins after June 15, 2005. We expect that the adoption effective April 1, 2006,
will not have a material effect on our financial condition, results of
operations and cash flows and that the effect on our net asset value will be
comparable to the pro forma disclosures presented above.
4. Summary of Per Share Information
Three Months Ended
June 30
------------------
2005 2004
------ ------
Investment income $ .28 $ .25
Operating expenses (.09) (.09)
Interest expense (.03) (.03)
Income taxes (.01) (.01)
------ ------
Net investment income .15 .12
Distributions from undistributed
net investment income (.20) (.20)
Net realized gain (loss) on investments .88 (.40)
Net increase (decrease) in unrealized appreciation
of investments after deferred taxes .70 (.62)
------ ------
Increase (decrease) in net asset value 1.53 (1.10)
Net asset value:
Beginning of period 78.44 75.35
------ ------
End of period $79.97 $74.25
====== ======
Increase (decrease) in deferred taxes on unrealized
appreciation $ 0.37 $(0.34)
Deferred taxes on unrealized appreciation:
Beginning of period 30.36 27.79
------ ------
End of period $30.73 $27.45
====== ======
Shares outstanding at end of period
(000s omitted) 3,857 3,857
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Net asset value at June 30, 2005 was $308,437,746, equivalent to $79.97
per share after deducting an allowance of $30.73 per share for deferred taxes on
net unrealized appreciation of investments. Assuming reinvestment of dividends,
the June 30, 2005 net asset value reflects an increase of 8.0% during the past
twelve months.
June 30, June 30,
2005 2004
------------ ------------
Net assets $308,437,746 $286,393,211
Shares outstanding 3,857,051 3,857,051
Net assets per share $79.97 $74.25
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
(continued)
Results of Operations
The composite measure of our financial performance in the Consolidated
Statements of Operations is captioned "Increase (decrease) in net assets from
operations" and consists of three elements. The first is "Net investment
income", which is the difference between our 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 (loss) on investments", which is
the difference between the proceeds received from disposition of portfolio
securities and their stated cost, net of applicable income tax expense or
benefit. The third element is the "Net increase (decrease) in unrealized
appreciation of investments", which is the net change in the market or fair
value of our investment portfolio, compared with stated cost, net of an increase
or decrease in deferred income taxes which would become payable if the
unrealized appreciation were realized through the sale or other disposition of
the investment portfolio. It should be noted that the "Net realized gain (loss)
on investments" and "Net increase (decrease) 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
Interest income of $141,903 in the three months ended June 30, 2005
increased from $93,282 in the year-ago period primarily because of an increase
in loans to portfolio companies and an increase in interest rates. During the
three months ended June 30, 2005 and 2004, we recorded dividend income from the
following sources:
Three Months Ended
June 30
-------------------
2005 2004
-------- --------
Alamo Group Inc. $169,278 $169,278
Dennis Tool Company 37,499 --
Kimberly-Clark Corporation 34,731 30,872
PalletOne, Inc. 44,921 --
The RectorSeal Corporation 240,000 240,000
Skylawn Corporation 150,000 150,000
Sprint Corporation 11,250 11,250
TCI Holdings, Inc. 20,318 20,318
The Whitmore Manufacturing Company 60,000 60,000
Other 14,249 20,489
-------- --------
$782,246 $702,207
======== ========
Net Realized Gain (Loss) on Investments
During the three months ended June 30, 2005, we reported a realized
gain before income taxes of $5,260,584 which included a gain of $5,240,972 on
our sale of 800,000 shares of Cenveo, Inc.
Net Increase (Decrease) in Unrealized Appreciation of Investments
Set forth in the following table are the significant increases and
decreases in unrealized appreciation (before the related change in deferred
income taxes and excluding the effect of gains or losses realized during the
periods) by portfolio company:
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
(continued)
Three Months Ended
June 30
----------------------------
2005 2004
------------ ------------
Alamo Group Inc. $ (8,463,000) $ --
Cenveo, Inc. 2,489,449 (3,228,745)
CMI Holding Company, Inc. -- (3,000,000)
Encore Wire Corporation -- (10,898,000)
Palm Harbor Homes, Inc. 11,783,000 --
The RectorSeal Corporation 2,100,000 4,000,000
As reflected in the above table, at June 30, 2005, the value of our
investment in Alamo Group Inc. was decreased from the March 31, 2005 value by
$8,463,000 due to less favorable conditions in certain markets served by Alamo
and a decline in the public market price of the company's unrestricted stock.
During the three months ended June 30, 2005, the value of our
investment in Palm Harbor Homes, Inc. was increased due to an improvement in the
company's earnings and a more favorable outlook for fiscal year 2006.
During the three months ended June 30, 2004, the value of our
investment in Encore Wire Corporation was decreased by $10,898,000 due to the
cyclical nature of Encore's profit margins and the probable effect of lower
copper prices on Encore's earnings in its second quarter ended June 30, 2004.
Portfolio Investments
During the quarter ended June 30, 2005, we made additional investments
of $2,805,201 in existing portfolio companies.
We have agreed, subject to certain conditions, to invest up to
$1,606,275 in five portfolio companies.
Financial Liquidity and Capital Resources
At June 30, 2005, we had cash and cash equivalents of approximately
$3.7 million. Pursuant to Small Business Administration (SBA) regulations, cash
and cash equivalents of $188,727 held by Capital Southwest Venture Corporation
(CSVC) may not be transferred or advanced to us without the consent of the SBA.
Under current SBA regulations and subject to SBA's approval of its credit
application, CSVC would be entitled to borrow up to $65.0 million. We also have
an unsecured $25.0 million revolving line of credit from a commercial bank, of
which $17.0 million was available at June 30, 2005. With the exception of 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 have elected to
retain all gains realized during the past 37 years. Retention of future gains is
viewed as an important source of funds to sustain our investment activity.
Approximately $56.1 million of our investment portfolio is represented by
unrestricted publicly-traded securities, which have an ascertainable market
value and represent a source of liquidity.
Funds to be used by us for operating or investment purposes may be
transferred in the form of dividends, management fees or loans from Skylawn
Corporation, The RectorSeal Corporation and The Whitmore Manufacturing Company,
wholly-owned portfolio companies, to the extent of their available cash reserves
and borrowing capacities.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
(continued)
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.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We are subject to financial market risks, including changes in
marketable equity security prices. We do not use derivative financial
instruments to mitigate any of these risks. The return on our investments is not
materially affected by foreign currency fluctuations.
Our investment performance is a function of our portfolio companies'
profitability, which may be affected by economic cycles, competitive forces and
production costs including labor rates, raw material prices and certain
commodity prices. All of these factors may have an adverse effect on the value
of our investments and on our net asset value. Most of the companies in our
investment portfolio do not hedge their exposure to raw material and commodity
price fluctuations.
Our investment in portfolio securities includes fixed-rate debt
securities which totaled $8,293,397 at June 30, 2005, equivalent to 1.9% of the
value of our total investments. Generally these debt securities are below
investment grade and have relatively high fixed rates of interest, therefore;
minor changes in market yields of publicly-traded debt securities have little or
no effect on the values of debt securities in our portfolio and no effect on
interest income. Our investments in debt securities are generally held to
maturity and their fair values are determined on the basis of the terms of the
debt security and the financial condition of the issuer.
A portion of our investment portfolio consists of debt and equity
securities of private companies. We anticipate little or no effect on the values
of these investments from modest changes in public market equity valuations.
Should significant changes in market valuations of comparable publicly-owned
companies occur, there may be a corresponding effect on valuations of private
companies, which would affect the value and the amount and timing of proceeds
eventually realized from these investments. A portion of our investment
portfolio also consists of restricted common stock of publicly-owned companies.
The fair values of these restricted securities are influenced by the nature of
applicable resale restrictions, the underlying earnings and financial condition
of the issuers of such restricted securities and the market valuations of
comparable publicly-owned companies. A portion of our investment portfolio also
consists of unrestricted, freely marketable common stocks of publicly-owned
companies. These freely marketable investments, which are valued at the public
market price, are directly exposed to equity price risks, in that a change in an
issuer's public market equity price would result in an identical change in the
fair value of our investment in such security.
Item 4. Controls and Procedures
As of June 30, 2005, an evaluation was performed under the supervision
and with the participation of our management, including the President and
Chairman of the Board and Secretary-Treasurer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on that
evaluation, our management, including the President and Chairman of the Board
and Secretary-Treasurer concluded that our disclosure controls and procedures
were effective as of June 30, 2005. There have been no significant changes
during the quarter covered by this report in our internal control over financial
reporting or in other factors that could significantly affect internal control
over financial reporting.
11
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 31.1- Certification of President and Chairman of the Board
required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), filed herewith.
Exhibit 31.2- Certification of Secretary-Treasurer required by Rule
13a-14(a) or Rule 15d-14(a) of the Exchange Act, filed herewith.
Exhibit 32.1- Certification of President and Chairman of the Board
required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and
Section 1350 of Chapter 63 of Title 18 of the United States Code,
furnished herewith.
Exhibit 32.2- Certification of Secretary-Treasurer required by Rule
13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of
Chapter 63 of Title 18 of the United States Code, furnished herewith.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter for which
this report is filed.
12
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: August 5, 2005 By: /s/ William R. Thomas
---------------------- -----------------------------------------
William R. Thomas, President and Chairman
of the Board (chief executive officer)
Date: August 5, 2005 By: /s/ Susan K. Hodgson
---------------------- -----------------------------------------
Susan K. Hodgson, Secretary-Treasurer
(chief financial/accounting officer)
13