Thank you for joining today's Capital Southwest First Quarter Fiscal Year 2025 Earnings Call. Participating on the call today are Bowen Diehl, Chief Executive Officer; Michael Sarner, Chief Financial Officer; Josh Weinstein, Chief Investment Officer; and Chris Rehberger, Executive Vice President of Finance. I will now turn the call over to Chris Rehberger.

Thank you. I would like 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 Chief Executive Officer, Bowen Diehl.

Thanks, Chris, and thank you, everyone, for joining us for our first quarter fiscal year 2025 earnings call. We are pleased to be with you this morning and look forward to giving you an update on the performance of our company and our portfolio as we continue to diligently execute our investment strategy as stewards of your capital. Throughout our prepared remarks, we will refer to various slides in our earnings presentation, which can be found in the Investor Relations section of our website at www.capitalsouthwest.com. You will also find our quarterly earnings press release issued last evening on our website. We'll now begin on Slide 6 of the earnings presentation, where we have summarized some of the key performance highlights for the quarter. During the quarter, we generated pretax net investment income of $0.69 per share, which more than covered both our regular dividend of $0.57 per share and supplemental dividend of $0.06 per share paid during the quarter. Portfolio earnings continued to be strong, and as of the end of the quarter, we estimate that our undistributed taxable income was $0.50 per share. As we look forward to the September quarter, we are pleased to announce that our Board of Directors has declared a $0.01 per share increase to our regular dividend, to $0.58 per share, for the quarter ending September 30, 2024. Our Board also declared a supplemental dividend of $0.06 per share, bringing total dividends declared in the September quarter to $0.64 per share. Deal quality and activity in the lower middle market during the June quarter continued at a healthy pace as private equity firms and business owners continued to transact. That said, liquidity in the market and competition from both bank and non-bank lenders for quality deals has increased meaningfully over the past couple…

Thanks, Bowen. On slide 11, we detailed $108.1 million of capital invested in and committed to portfolio companies during the quarter. Capital committed during the quarter included $47.3 million in first lien senior secured debt across three new portfolio companies, in which we also invested a total of $2 million in equity. In addition, we closed add-on financings for 11 existing portfolio companies consisting of $57.8 million in first lien senior secured debt and $1 million in equity. We are pleased with the strong market position that our team has established in the lower middle market as a premier debt and equity capital provider. This is evidenced by the consistency of our origination activity and broad array of relationships across the country from which our team is sourcing quality opportunities. As a point of reference, currently, there are 73 different private equity firms represented across our investment portfolio. Since the launch of our credit strategy back in January 2015, we have completed transactions with over 100 private equity firms across the country, including over 27% with which we have completed multiple transactions. As Bowen mentioned, competition in the lower middle market has increased over the past six months, resulting in spreads tightening, particularly for high-quality sponsor-backed opportunities. However, due to the depth and strength of our relationships, our team has cultivated over the years, we continue to source and win opportunities with attractive risk-return profiles. For many of the private equity sponsors we work with, they are looking for a lending partner they know and trust. While we may not always be the cheapest financing option, our reputation for being dependable, thoughtful and constructive partners are key differentiators in winning deals. Turning to slide 12. We continued our track record of strong returns on our exits with 8 debt prepayments…

Thanks Josh. Specific to our performance for the quarter, as summarized on Slide 16, pretax net investment income was $31.3 million or $0.69 per share, as compared to $29.8 million or $0.68 per share in the prior quarter. Net investment income after-tax was $28.9 million or $0.63 per share for the quarter. The main driver of the increased tax expense this quarter was $2.2 million in deferred taxes related to our taxable subsidiary, CSCI, which holds the majority of our equity investments. These deferred taxes relate to the current cumulative appreciation on our equity portfolio versus the portfolio's current tax basis, and are not payable until we realize gains on portfolio company exits. Moreover, changes in the deferred taxes, positive or negative, do not impact our undistributed taxable income balance at Capital Southwest. During the quarter, we paid out a $0.57 per share regular dividend and a $0.06 per share supplemental dividend. As mentioned earlier, our Board has declared an increase to the regular dividend to $0.58 per share and a supplemental dividend of $0.06 per share for the September quarter. Management and the Board have spent significant time contemplating the impact of a lower interest rate environment on future earnings. Our belief, based on the earnings power of our investment portfolio through steady growth and improved operating leverage, is that increasing the regular dividend by $0.01 this quarter is in the best interest of our shareholders. We have consistently maintained that setting a regular dividend at a level that we believe will never be cut in any foreseeable interest rate environment is key to generating stable, attractive shareholder returns over the long-term. We continued our strong track record of regular dividend coverage with 122% coverage for the 12 months ended June 30, 2024, and 111% cumulative coverage since the…

Thank you, Michael, and thank you, Josh. And again, thank you, everyone, for joining us today. As always, we appreciate the opportunity to provide you with an update on our business, our portfolio and the market environment. Our company and portfolio continued to demonstrate strong performance, and we continue to be impressed by the job our team is doing in building a robust asset base, deal origination and portfolio management capability, as well as a flexible capital structure. We believe we have prepared our company well future growth and performance. The overall health and security of our portfolio is strong. Our credit portfolio is predominantly made up of first lien senior secured loans allocated across a broad array of companies and industries, the vast majority of which are backed by private equity firms. Further, interest coverage of the debt obligations across our portfolio is a strong 3.3 times with significant equity cushion and support below our debt investments. Additionally, our equity co-investment portfolio gives our shareholders participation in the equity upside of many of these growing lower middle market businesses, providing further enhancement to our long-term shareholder returns. Last but not least, we have a very well-capitalized balance sheet with multiple capital sources and balance sheet liquidity that is an all-time high, all of which provides our company an exciting runway to continue to grow and generate strong shareholder returns for years to come. This concludes our prepared remarks. Operator, we are now ready to open up the lines for Q&A.

Thank you. [Operator Instructions] And our first question comes from Mickey Schleien from Ladenburg Thalmann.

Yes. Good morning, everyone. Bowen, how would you characterize your interest in non-sponsored deals in the current market to help offset spread compression in the sponsored finance segment? And would those deals -- how would those deals compare to the sponsored in terms of the size of the portfolio company and deal structure?

Yeah. We've always been -- thanks, Mickey. We've always been open to non-sponsored deals, and we have a few of them in our portfolio. So we know the space. It can be attractive. It's going to -- they tend to be -- we would need them to be higher equity cushions maybe not lower. And we typically would experience slightly higher, although not always, but slightly higher yield for -- compared to a funded sponsor, and tighter credit documents. So I'd say to answer the question, we're definitely open to it. We've been -- I mean, our deal flow from the sponsor community has been very strong. I mean we referenced the increased competition in the market. So this last quarter, we've lost a handful of deals, both on not being willing to lever the companies, what other lenders are, and also pricing. And so on the non-sponsored side, sure. We certainly have an appetite for it, and we get calls for those. It hasn't been a major focus of ours, but it's definitely a market that we understand and over to.

And the other thing, Mickey, I'd mention is that when we look sort of a little bit higher level at what our yields look like and what our returns -- required returns to grow the dividend. In the last 24 months, our average yield on our portfolio company -- new platform companies was 7.5%. And so over the last two quarters, that has come down to just south of 7%. But we'd still say that those spreads are robust. And so we're not probably in the market of looking for additional spread just because of the tightening in the near term, but overall, when you look at the blended return spreads, they're quite healthy across the board.

I appreciate that, Michael. And one follow-up question. Could you give me a sense of the average SOFR floors in your debt investment portfolio?

I mean, all of our new deals have had -- pretty much all of it had 2% floors

But it's on a weighted -- 1.5%.

I'm sorry. Can you repeat that?

Sure. It was about 1.5% across the total portfolio.

Okay. Thanks for that. Those are all my questions. Appreciate your time.

Thank you. And one moment for our next question. And our next question comes from Bryce Rowe from B. Riley. Your line is now open.

Thanks a lot. Good morning. Maybe Bowen or even Chris, I appreciate the details in the prepared remarks around kind of the repayment activity, especially calling out those that came out of I-45 portfolio. Just kind of curious, how do you kind of size up or handicap the portfolio as it sits right now? I assume those refinanced investments were kind of lower-hanging fruit and more obvious, and just kind of trying to think about what the potential for continued refinance activity might be?

Well, I think -- I mean, we talked about this yesterday. I think what we've seen in the last quarter was maybe very well a pull forward of a lot of prepayment activity, very robust market. Spreads are why -- our spreads are -- a lot of a lot of liquidity in the market, a lot of refinancing activity given the current volatility in the capital markets, you very well may see that kind of slow down a bit. We don't -- we've got one or two companies that are in sale processes, but we don't really have a lot of prepayments like staring us in the face right now. And so I would tell you and I would expect prepayment activity in the near-term, maybe even in the intermediate term versus what it was last quarter to slow down a bit.

I would say for this quarter specifically, I expect it to be somewhere in the $20 million to million to $30 this quarter. And Bowen's point, I think that the that the information we're getting is some of the portfolio companies will look to have exits sometime in mid-2025 or end of 2025. So, we might have a little bit of a reprieve, haven't seen so many happen just this quarter.

Okay, that's helpful. And then any commentary around the more elevated dividend income for the quarter? Should we consider that to be more one-time?

Yes. So, this quarter, we had about $1.4 million of the dividend income were from dividend recaps. So, obviously, that's going to be one-time in nature. But there was another almost $600,000 of recurring dividends coming off of our equity portfolio. And we have seen that, and we have somewhere between $0.5 million and $2 million equity investment, and many of these companies do produce some level of dividend income on a quarterly basis.

Okay, that's helpful, Michael. And then last one for you, Michael. In terms of maybe a comp guide for us. We've had some volatility in the compensation expense line, just any thoughts around that would be super helpful.

Yes. So, this quarter, we saw total comp at $4.7 million, which I would tell you was high with some onetime expenses. So, I would say that run rate is around $4.3 million on a quarterly basis. And I'd also tell you that, for G&A, we had a number of onetime expenses this quarter, it being our proxy and shareholder meeting quarter as well as having a comp study done every two years for management and the Board, the run rate for G&A should be something more like $2.5 million. So, total -- the 7.6% total expenses for SG&A really should be around 6.8% on a go-forward basis.

Okay. Awesome. Thank you so much.

And thank you. And our next question comes from Sean-Paul Adams from Raymond James. Your line is now open.

Good morning. On the downgrades and the risk ratings in the portfolio. Last quarter, we had touched on kind of the watch list trending positively with turnaround potential in some of the non-accruals within portfolio. Given the relative downgrades of a couple of companies to Level 3 and 4 going from 5.3% last quarter to now -- I mean, 7.6%, has there been any incremental pressure among previously low-risk holdings within the portfolio?

So as a watch list as a group, I think the watch list as a group has improved slightly. The two new -- we had no new non-accruals this quarter. The two downgrades to three, so from a two down to a three rating, both of those companies are the equity-backed, and in both cases, the private equity firm which put a meaningful amount of money in those firms -- in those companies. They got kind of more of an idiosyncratic story. One of them is referencing slight soft consumer demand or softer consumer demand, which is interesting. But they're both being backed by private equity firm with meaningful capital, which obviously means that private equity firm thinks that there's a turnaround and some upside from where they put money in, right? And then the downgrade to a four is a situation that we opted not to participate in a liquidity round just because we felt like it was -- at this point where we sit, too high of a potential of being good money after bad. And so we downgraded it to a four, and we'll just kind of see what happens going forward. Small for us, but that's kind of that story. So it's more in the pharmaceutical services space.

Another capital did come in to support that deal. So there is definitely value there.

They definitely have capital coming in to support it on a priming basis in that case. And so that's why we downgraded it and we did not participate. But other than those, the watch list as a group -- as a group, the watch list has improved, consistent with that last quarter.

Turning over to kind of your thoughts on leverage levels and whether or not you guys are overlaying that with the forward curve, which has really moved around quite a bit, I think we're looking at like a 100 bps reduction in the three months over by January. To what extent are your thoughts around the shifting the leverage dependent on these changes in the curve? Or what are your general thoughts operating with those two in tandem?

So, I mean, I think we've said in our earlier remarks that we have made the decision from a corporate perspective to delever, knowing that, with rates coming down, we are expecting everybody -- it's anybody's guess on this, but eight cuts over the next months, which is obviously going to put pressure on earnings. Seeing how our portfolio is pretty robust now, we're able to create strong earnings. Staying unlevered at the moment, while we have significant liquidity is going to allow us to pick up investments as things kind of get difficult and choppy in the market, we'll be able to originate when others might be pulling back, and we'll be able to continue to lever up, also modestly, and improve earnings and therefore the dividend. So that's sort of the thought process looking ahead.

Got it. Got it. So more of a wait and see and wait until the forward curve stabilizes more before you deploy? Or are you guys just looking for any opportunities that come up from now to stabilization?

Let me clarify. Are you asking about our portfolio company investments or are you asking about the BDC corporate leverage?

BDC corporate leverage?

Okay.

Yes. Well, I would also make mention, like we've increased the dividend this quarter. And the reason we did that, we had held it flat for several quarters because we were taking a wait-and-see approach to the rate environment. And because rates did stay higher for longer, we were able to build out the portfolio, drop our operating leverage, which gave us further confidence that -- where the low point might be if and when those rate cycle bottoms out, which might be obviously in the low to mid-3s or somewhere in that area.

Got it. Thank you. I appreciate the color.

And thank you. And one moment for our next question. Our next question comes from Doug Harter from UBS. Your line is now open.

This is actually Cory Johnson [ph] on for Doug. You mentioned that competition has increased and that spreads have tightened. Can you talk about what you see as other lenders may be giving up in the market in terms of possibly covenants in order to be able win deals, is the quality of these covenants as strong they were previously?

Yes. So I mean, first of all, a general matter, we have not really seen any meaningful deterioration in covenants in our new deals, is kind of -- covenants go up, covenants go down slightly with a pretty tight band in the lower middle market. I think -- what I think you may be getting at, when we lose deals, generally, it's most often because we tell a sponsor will put a certain leverage level. And a lot of times, that might be lower than the sponsor is asking for. And then another lender comes over the top and offers them exactly what they want. And so I would say in the last couple of quarters, and then Josh touched on, I mean, spreads have tightened. And so we've lost more deals as a percentage of our lost deals on pricing than we would typically see. So pricing has definitely tightened. And so we're kind of just doing what we do. I mean we're risk managers, credit managers, and we have to make judgment calls on the risk-adjusted returns and pricing of risk on a deal. And so we're continuing to do – do the same thing. It's just the market when it tightens up, and we've been doing this a long time, 20-some years, competition comes and competition goes, spreads tighten then spreads widen. I would tell you my experience, as rates tend to fall, spreads tend to widen. And as market volatility increases, spreads tend to widen. So we'll see what the future holds, but that hopefully give you a taste of what the competitive environment looks like.

And the other thing to point out, look, we're on the lower middle market. And so when you talk about covenants, the covenants are there. I mean, you'll see that 100% of our deals will have strong covenants. It's not like the syndicated market where you'll see strong add-backs or covenants being dropped or no covenants at all. So the lower middle market is going to be very consistent in that way. So just echoing Bowen's comments, but making sure that you understand that that will be consistent in our business plan.

Great. Thank you.

And thank you. And I'm showing no further questions. I would now like to turn the call back over to Bowen Diehl for final remarks.

Thanks, operator, and thanks, everybody, for joining us. We appreciate your time and always love telling you about the performance of our business. And we look forward to talking you next quarter.

This concludes today's conference call. Thank you for participating. You may now disconnect.