Thank you for joining today's Capital Southwest Second Fiscal Quarter 2020 Earnings Call. Participating on the call today are Bowen Diehl, CEO; Michael Sarner, CFO; and 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 thank you everyone for joining us for our second quarter fiscal year 2020 earnings call. Throughout our 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 and to announce our quarterly results for the second fiscal quarter ended September 30, 2019. During the quarter, we continued to advance our credit strategy of prudently building a well performing credit portfolio utilizing conservative late-cycle underwriting principles. We continue to be committed and excited about our core investment strategy of building a predominantly lower middle market portfolio consisting largely of first lien senior secured debt with equity co-investments across the loan portfolio, where we believe significant equity upside exists. Executing our investment strategy under our shareholder-friendly internally managed structure closely aligns the interests of our Board and management team with that of our fellow shareholders in generating sustainable long-term value through recurring dividends, capital preservation, NAV per share growth and operating cost efficiency. During the September 30, 2019 quarter, as summarized on slide six, we generated $0.42 per share of pre-tax net investment income, representing 17% growth over the $0.36 per share generated in the same quarter a year ago. During the quarter, we incurred $472,000 or $0.03 per share of a one-time expense for the write-off of the deferred operating costs related to our previous form into registration statement. We paid out our regular dividend during the quarter of $0.40 per share, achieving a 105% dividend coverage on pre-tax net investment income per share. Additionally we distributed $0.10 per share through our supplemental dividend program, funded by our sizable undistributed taxable income balance or UTI, which was generated by excess income and capital gains accumulated from our investment strategy…

Thanks, Bowen. As seen on slide 16, our investment portfolio produced $15.2 million of investment income this quarter with a weighted average yield on all investments of 11.1%. This represents a decrease of approximately $600,000 from the previous quarter. This reduction is attributable to a decrease in dividend income from the I-45 senior loan fund due to a large realized gain received by I-45 during the prior quarter. A decline in LIBOR during the quarter and American Addiction being placed on non-accrual during the quarter. As of the end of the quarter, there were two assets on non-accrual with a fair value of $13.8 million, representing 2.6% of our total investment portfolio. The weighted average yield on our credit portfolio was 11% for the quarter. Excluding interest expense, we incurred $4.1 million and operating expenses for the quarter, which was a decrease of approximately $200,000 from the prior quarter. During the quarter, we incurred a one-time write-off of $472,000, or $0.03 per share of deferred offering costs related to our previous Form-2 registration statement. Excluding this one-time charge, operating expenses would have been approximately $3.6 million. For the quarter, we earned pre-tax net investment income of $7.4 million or $0.42 per share, again after the one-time deferred offering cost write-off. This compared to $0.44 per share during the prior quarter. We paid out $0.40 per share in regular dividends for the quarter, an increase of $0.01 per share over the $0.39 regular dividend per share paid out in the prior quarter. We have continued our consistent track record of meaningfully covering a regular dividend with pre-tax net investment income as demonstrated by our 110% regular dividend coverage over the last 12 months and 108% cumulative regular dividend coverage since the launch of our credit strategy. As Bowen mentioned earlier, we…

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 five years ago. Our team has done an excellent job building a robust credit portfolio and generating significant returns for our shareholders. Everyone here at Capital Southwest is totally dedicated to beginning -- to being good stewards of our shareholders' capital by continuing to deliver strong performance and creating long-term sustainable value. This concludes our prepared remarks. Operator, we are ready to open the lines for Q&A.

[Operator Instructions] Our first question or comment comes from the line of Tim Hayes from B. Riley FBR. Your line is open.

Hey, good morning, guys. My first question, just on American Addiction, I know you've been cautious on this credit for a while, but can you just remind us what the investment was rated at the end of the fiscal first quarter and what actually triggered placing the investment on non-accrual this quarter and whether that was something you may have seen coming?

Yes. Hi, Tim. So it was rated a three at the end, so it's rating is the same as it was last quarter. Non-accruals, kind of -- it's obviously a judgment call and the company is not paying cash interest. So honestly it's -- we wanted to -- it was kind of judgment on our part that it ought to be -- we shouldn't be accruing it through income at the moment.

Okay. And then just on the other investment on non-accrual, AG Kings, we don't have the queue in front of us. Was that credit marked up or down at all this quarter and is -- or materially and is there any update to pass along?

Yes, company is kind of still on the same -- it's just -- it's kind of bumping along. It hasn't gotten worse. It really hasn't gotten a whole lot better. We did market down by 10 points this quarter. So down from the mid 80s to the mid 70s.

Okay. And so just okay. And so just portfolio metrics are still healthy, but this quarter, we saw, I guess, that AG Kings get marked down, American Addiction added to non-accrual, your weighted average risk rating has gone up a little bit and portfolio company leverage has also increased in both lower middle market and upper middle market portfolios. So can you just touch on this trend? And why it is or is not concerning to you or an indicator of broader deteriorating credit quality in the portfolio?

Yes. No, it's a good question. Obviously, some of the leverage metrics moving around has something to do with the new deals that were put on the portfolio. Right. So that's part of it. We have had some of our portfolio, it's a small handful, but it's a couple of, like you referenced American Addiction and AG Kings. So we have had some softening in certain names, no question about it. Most of it's really more idiosyncratic on a small handful of names. Across the portfolio, I would say, EBITDA performance is softened slightly from what it was the last couple of quarters, maybe by now a little bit on the economy. But generally from a first lien senior secured lender perspective not -- yes, disappointing in some of the company's performance. But from an investor perspective sitting in the first lien loan, less worrisome. But I mean, everything worries us. We're managing the portfolio. Obviously, it's our job to worry. But generally speaking, I think the structures are working as designed.

Okay. And then one more from me. Just switching to the dividend. Can you remind me how you think about dividend coverage as it relates to the recurring quarterly dividend? You covered it on a pre-tax basis but in not net of tax. The weighted average debt yield has come down, I assume largely related to the non-accrual and maybe some of that due to lower LIBOR. But if these headwinds persist, what is your confidence level in your ability to sustain and/or continue to grow the quarterly dividend?

I think we've said in the past, we look at recurring income and a run rate of net investment income going forward. So this quarter, I think, we posted our number. We look at the $0.03 of expense that was incurred as a onetime, and we'd add that back to our run rates. So really our NII for the period was $0.45 and if you look at it, net of taxes, that's $0.41. I'd also note on our $0.41, most of our taxes are actually part of our -- the accrual on the blocker CSCI, which is not a cash expense and sort of varies based on the estimate of future taxable income for those investments held in the blocker. So I'd tell you, going forward, we think our run rate of NII is certainly in -- above the level of our dividend. We probably are going to be slowing the dividend pace as we just announced $0.40 for this current quarter. And then also has to do with our expectations potentially for MRI in the future as well.

Clearly, and it drives it, obviously, in originations, and so we tried to be transparent on the originations that we've closed since the September quarter end and we've got two or three deals in diligence right now that we would expect to close by the end of the year. So we feel pretty good about the origination pace as well.

And to your point, also, the drop in the yield from 11.7% to 11.1%, half of that was from LIBOR and the other half was from the non-accrual this quarter

Okay. Good to know. Okay. I appreciate the comments. You have a couple of others, so I'll hop back in the queue.

Thanks.

Thank you. Our next question or comment comes from the line of Mickey Schleien from Ladenburg. Your line is open.

Yes, good morning, everyone. Guys, when we look at the performance of larger companies, we're generally seeing consistent deterioration in some of the fundamentals and that's showing up in metrics like the proportion of leveraged loans being downgraded and declines in the revenue growth and margins. On the other hand, in general, the middle market companies seem to be continuing to perform pretty well. I'm curious, what you think is causing that divergence in the performance of those two segments?

Yes. It's a good question. I mean, a lot of the deterioration -- deteriorating performance in the loans in the upper middle market has to do with leverage levels in the market, in the upper middle market. So, obviously, a loan performance is a function of both the fundamental performance of the company as well as the structure of the deal. In the upper middle market, oftentimes you have an agent sitting on a desk that just decides to mark the -- change the quote in the market and not really with respect to necessarily paper that's trading. So you have a dynamic in the upper middle market, you don't have in the lower middle market. I think that's probably the main thing. I mean, our lower-middle market portfolio, just to give you a reference -- we referenced in our remarks that the portfolio, lower-middle market portfolio saw appreciation this quarter, I think you saw in our press release that, that was $2.1 million, that's made up of $100,000 on the debt portfolio and $2 million on a lower middle market equity portfolio, I mean, that includes MRI being held flat for the quarter. So if you look at our equity co-investment bunch of companies frankly, I did pretty well this quarter. And -- so that's a little bit more of a real-time indicator of the performance -- a fundamental performance of the loan book because every one of those equity investments is accompanying a loan. So, I mean, if you look at our upper middle market portfolio, I mean, it's kind of a certain names we talk about each quarter, right. I mean, Kings is in the upper middle market, American Addiction is in the upper middle market. We've got another company Delphi that we made a three this quarter. It's also in the behavioral health space in the upper middle market. And so it's -- but if you look at that -- I think I attribute it mainly, Mickey, to your question, really more of the structures and the quote dynamic in the upper middle market would be how I would see -- how I'd react to that divergency you referenced.

Just one follow-on Bowen. So just thinking about larger companies in general, not specifically your portfolio, the weakness in their trends has caused weakness in the more liquid leverage loan market in general. And we are also seeing bifurcation of performance. I do see that you added a little bit to your upper middle market bucket. But I'm curious if the recent trends in the upper middle market are providing you with more pockets of opportunity. And if that's the case, what looks interesting to you on a risk adjusted basis?

Yes, I mean as far just -- does the upper middle market look interesting risk adjusted in general, is that…

Yes. and given that there has been a lot of volatility, there has been weakness, there's bifurcation. There -- it seems that there may be some fear in the market, and that generally results in some opportunities.

Yes, generally speaking, we've seen deal flow in the upper middle market slow and frankly a lot of the index deterioration you referenced is not always necessarily accompanied by paper that trades. So, as I said earlier, I mean, it's agents at their desk changing quotes, which is what they're supposed to do, by their judgment, but it doesn't necessarily mean that you can trade paper there. So just because of those opportunities that what you said is not wrong, but really on the ground floor in the market, we haven't really seen a whole lot of opportunities that we think are interesting. And frankly, we've had a fair amount of demand for our assets, for our capital in the lower middle market, an asset class that we like.

So, all else equal, right now, you prefer the risk-adjusted returns in the lower middle market versus upper, is that right?

Yes, we do. I mean, honestly, the view of many in the market, the market that larger companies are inherently safer than smaller companies. That's not -- I mean, obviously, size of the company is an element in your analysis. But frankly, there are a lot of really interesting companies that are capitalized appropriately in the lower middle market and then frankly when we like the equity upside, we often time times have the opportunity to invest in the equity, which we like. So overall, yes, we like that asset class from a risk-adjusted basis better than the upper middle market certainly right now.

Okay, I understand. Those are all my questions. I appreciate your time. Thank you.

Thanks, Mickey.

Thanks, Mickey.

Thank you. Our next question or comment comes from the line of Kyle Joseph from Jefferies. Your line is open.

Hey, good morning, guys. Most of my questions have been asked, just two more from me and this is a follow-up. But just trying to think about the yield on your portfolio, obviously, there is a lot of moving parts, there is a shift between lower middle market upper middle market, there is the forward rate curve. And then you guys also have some equity in your balance sheet. But can you just from either -- for both a shorter-term and then longer term perspective, give us a sense for where you see that heading.

I mean if I think about yields in the market, I mean, they certainly have gone down over the last couple of years, less so in the last six months. I mean we kind of saw that down -- the trend down. We certainly -- I mean, I don't know, Michael, what would you say, yield going forward. I mean our yields, our deals, I mean, they can range right from anywhere from 600 over LIBOR to 900 over LIBOR, most of them are kind of 650 to 750 and two years ago or year-and-a-half ago is probably 750 to 850. So over the last couple of years, probably seeing 100 -- slightly over 100 basis points deterioration, but less really marketwide in the last, call it six months.

And I think that's right, I think the 11.75% down to 11%. I think we probably -- 11% will probably be right going forward. But I will tell you is our cost of debt has come down, so that we may be putting on assets that are slightly less yielding. I think our overall cost and our operating leverage can be coming down. So it should -- we actually should see a net pick up on net investment income.

And obviously, if I can trade some level of yield for even better structured safer credits, over time that's probably not a bad trade off. And so that's -- there are deals in the market that are going to price tighter because there are lower loan to value, higher cash flowing companies at the margin and one of the reasons we want to decrease our cost of capital, one of the reasons we want to improve our operating leverage are all expenses to our business model that we can add efficiency in those areas, we can compete for safer credits. And that's a really important dynamic that we -- in the market that we definitely spend time on.

And the other thing I probably noted that we have been pushing for 2% LIBOR floors. So we've had probably a majority of our floors at one and then another proportion at 1.5. And then lately we'd say, I think about 15% of the portfolio is at 2%. So there is some protection should LIBOR drop any lower.

Sure, that's great color. Thanks. And then, Michael, one thing you brought up was a good segue to my second question. On the liability side, obviously, you guys did a very attractive bond deal this quarter. But going forward, given the rate environment, would we expect further increases to be more from your credit facility and of the floating rate type? Or how are you thinking about the liability side going forward?

Yes. I think, we think that the -- we're around $300 million in total commitments on the revolver. And I think that was probably going to be where we're going to be for the next, let's call it 12 to 24 months. I think that we will look to see if there is opportunistic capital raises on the debt side to take out the -- our older version of the bonds that are at 5.95%. I don't think there's anything in a foreseeable future. But if the call period does end in December of this year, so if there is an opportunity to reduce cost and extend the maturity, we certainly will look like that on the fixed rate side.

Got it. Thanks very much for answering my questions.

Sure. Thank you. Have a good day.

Thank you. Our next question or comment comes from the line of Chris York from JMP Securities. Your line is open.

Good morning, guys, and thanks for taking my questions. So, Bowen and Michael, investors are understandably worried about the churn of the cycle in a downturn. So as an internally managed BDC, can you remind us of your approach and the resources in terms of staff that you can apply toward restructuring or working out a defaulted credit when you are agent to a lower middle market credit to achieve a positive resolution for investors?

Yes. Thanks for the question. So a couple of things. I mean, we've spent -- our staffing increases on the last 12 months have been primarily in the kind of the mid junior levels in the organization. And that's important because that helps leverage the guys that have a lot of experience over multiple decades through cycles of restructuring and kind of can help myself and the investment committee to make decisions. And so we definitely have increased the capacity of what our guys can do. But I also would say when you have a troubled credit, I mean, it's not a 100% us doing -- burning every calorie on restructuring that. I mean, you do outsource consultants. You bring consultants in to be on the ground at the company. We have to make decisions with respect to the capital and the strategy of turning around those companies, but that's intellectual decisions based on analysis is being done. And so you can -- we saw this in the Great Recession, and our portfolio is in the Great Recession, right. I mean, you bring in consultants that can help you understand actually what's going on at the operating level, you can produce spreadsheets and analysis based on that and you can make good investment decisions. So I think our staff that we are going to -- we will continue to add people, I think, it's mainly on the junior -- mid-level junior side. But in lockstep as we've always said, with our portfolio growth because we are very intent on hitting our operating leverage targets. But I think our -- I think we're set up well to manage that dynamic that you described. So hopefully that's helpful as to how we think about it.

It is helpful. And one interesting comment I gather there. So you would consider hiring consultants to help you there, is that fair?

Yes. Well, so you asked. So if a loan goes bad, right? I mean, there's a couple of things going on, right. One, first and foremost is the operating of the business, right. And so the first thing you have to do is get under the covers and figure out exactly what the heck is going on, right. We monitor companies. We sit down every month and we go through financial statements and as a team and we're pretty well versed on what we're being told is going on with the companies, and we understand the businesses and the industry is enough to kind of hopefully decipher what's right and what's kind of fishy and what we need to dig in on more. But when you trip a covenant, and now you're getting in the operations of the company, there is a myriad of consultants out there that are x operating guys and girls that have done this all their life, and now it shows in the profession of going in and really recreating cash flow forecast and strategic decisions that are being made. And then can advise us on the fundamental operating side of the business and that's -- obviously, and then the potential of the business and how long the turnaround will take and take and what cash flow forecasts are like. And all those things that that we have to have, when we're making decisions on what to do with our capital to protect our shareholders' capital and to frankly create upside from where we are at that point of the cycle. And so you can do a lot of that. I mean, it's not like -- I mean, I don't think any of the BDCs would tell you that, hey, we're a deal guys that we're going to pretend to be operating guys and turn these companies around. I mean that's -- I'd be skeptical of anyone who said that. And so a lot of what you do in the restructuring turnaround situations is outside expense or cost or labor that's obviously attributable to that particular portfolio company.

Got it. Very helpful. Okay. Switching gears, so, Bowen, appreciate the color on MRI in the prepared remarks. Questions from Michael and Bowen, you can take it to. Can you remind investors of your expectations for the impacts of the exit of MRI on quarterly financials? Because it's a sizable earning asset and then we do have the expectation that you're likely to use some of those proceeds to pay down debt?

Yes. So the current dividend is about $1 million a quarter coming from MRI, obviously, that's going to go away, but we're going to use approximately $50 million of those proceeds that are going to come back. Majority of those proceeds are going to be used to pay down debt initially, then be redeployed into debt assets. There's just to be some level of leakage for -- depending on deemed distribution or a special dividend. But -- so there'll be initially when we pay down, it will be -- our cost of debt is about 5% and the dividend yield is about 8%. So there will be a slight reduction at the front end. And then as we redeploy, NII will be flat when we fully transition, and then it will grow when we lever back up.

Got it. That makes sense. That's it from me. Thanks guys.

Thanks, Chris.

Thank you. Our next question or comment comes from the line of Chris McCampbell from Hilltop Securities. Your line is open.

Good morning. Thanks for taking the call. You've talked about the factors that contributed to keeping the dividend at the same level quarter-over-quarter, but can you give some color on, I guess, your dividend growth goals going forward whether maybe we should expect year-over-year kind of growth or are we at the point of the cycle where it's really kind of hard to say?

Well, I would say, look, dividend growth is going to be a function of portfolio growth. It's a focus of a bunch of factors. But portfolio growth, portfolio performance and what's really important with a dividend policy in my view is to have a dividend that the shareholders can rely on. And so we don't want to just increase it just to increase it, and then decrease its security, right? So that's why Michael always talked in terms of kind of recurring run rate earnings, kind of as we exit a quarter, right? So as we exit a quarter there's -- there might be deals that we closed very late in the quarter, which from a run rate perspective would be a higher income off of those loans than we would if they had been done at the first of the quarter. But in the following quarter, that would be a full quarter of earnings. So you have those loans, you have loans that you've exited, you've got onetime prepayment fees and various things that are in a certain quarter that you can't really assume will recur next quarter. You also have expenses like we had this quarter of $0.03 a share, that also won't be expenses next quarter. So we look at all of that and we try to set a dividend at a level that is a level that frankly shareholders can rely on going forward. And then hopefully that high watermark, if you will, that watermark will increase as our portfolio grows as it should, based on where we are in a leverage level, based on the liquidity we have available to us and our cash and credit facility availability. It's just a matter of we need to go find the deals that are good deals. So we've never really been in a rush to grow portfolio or increase dividends or earnings. We want to hustle to find the deals, find the opportunities and be very diligent and careful and thoughtful and actually which ones we close. If that makes sense. So, it's a function of a lot of things that we have to manage and continue going forward. I would say, the good news is, we have a substantial amount of liquidity, so we have the capital available when we find those deals. So we've made a lot of effort to decrease, as Michael said, the risk in the right side of the balance sheet, right? So risk being cost of capital, covenant levels on capital sources and then just availability of capital. So we can concentrate on having substantial investable capital throughout the cycle. So the result of that is as we grow the portfolio, then the earnings should increase.

And I would probably tell you, where the dividend level is right now, it may stabilize for the moment as we absorb the capital we just received, as well as the potential for an MRI exit, but we would definitely to tell you that we expect that the dividend to grow as exactly as Bowen's described as we redeploy capital.

Yes. So when I -- it's an important point. So when I say, growth in the portfolio, obviously, growth in the investment portfolio's net growth. So it's new asset being put on minus assets being prepaid. We're first lien lenders, so every quarter we have amortization payments and prepayments and things that come in, because we're -- a lot of our companies were $1 risk. And so when that company generates cash flow, it goes to the first lien lender first and that's oftentimes us. And then you have large exits potentially like an MRI exit that would be big capital inflows and obviously our capital to Chris York's question earlier, that immediately -- our asset base would be lower and then it would be -- we'd have to redeploy that capital. So hopefully that helps.

Yes. Would it be safe to say that at this point of the cycle, though it's -- you're maybe being a little more conservative than you were two, three, four years ago. And so, the pace of the growth of the portfolio would likely be slower as well?

Yes. I think that's right. We've always since the beginning had a mentality of we need to prepare for a large bad recession starting in the next couple of years and obviously back in 2015, we thought that -- we didn't think, it doesn't matter what we think, it matters what we prepare for. We were preparing for session '16 and '17 didn't happen, everyone on the phone is super happy that that didn't happen, but we prepared for it and now we're doing the same thing for kind of '20 and '21, obviously, none of us hope for that and whether we expect that or not, it doesn't matter, we prepare it, we prepare for it. So, I mean, look, every year that goes by closer to the end of the economic cycle rate, right. When it's going to happen, none of us know, but we all have to prepare for it, in our loan portfolio, in your client stock portfolio are about to be preparing for that. And hopefully it doesn't happen for another several years, but you never know. So, all that said, I would say that each year we get closer to the theoretical end of the cycle, and so, yeah, at some level we're more conservative and how we look at things, but we've kind of taken that mentality from the beginning.

Thanks for being good stewards guys.

Thanks very much.

Thank you. I'm showing no additional questions in the queue at this time. I'd like to turn the conference over -- back over to Mr. Bowen Diehl for any closing remarks.

Great. Thanks, operator. Hey, thanks everybody for joining us and we appreciate your all time, your support and your focus and we look forward to talking to you next quarter. Have a great week.

Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. You may now disconnect. Everyone, have a wonderful day.