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CAPITAL SOUTHWEST CORP - Quarter Report: 2010 June (Form 10-Q)

csw10q063010.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(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, 2010

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
or organization)
(I.R.S. Employer
Identification No.)
   
12900 Preston Road, Suite 700, Dallas, Texas
75230
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (972) 233-8242

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  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such filings).  Yes o  No o          

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
 
  Large accelerated filer o Accelerated filer  x Non-accelerated filer o
  Smaller reporting company o  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

3,741,638 shares of Common Stock, $1 par value, as of July 31, 2010
 
 
 
 

 
 
TABLE OF CONTENTS
 
 
   Page No.
PART I.        FINANCIAL INFORMATION   
   
ITEM 1.                Consolidated Financial Statements
 
   
Consolidated Statements of Assets and Liabilities
 
June 30, 2010 (Unaudited) and March 31, 2010
3
   
Consolidated Statements of Operations (Unaudited)
 
For the three months ended June 30, 2010 and
 
June 30, 2009
4
   
Consolidated Statements of Changes in Net Assets (Unaudited)
 
For the three months ended June 30, 2010 and
 
June 30, 2009
5
   
Consolidated Statements of Cash Flows (Unaudited)
 
For the three months ended June 30, 2010 and
 
June 30, 2009
6
   
Consolidated Schedules of Investments (Unaudited)
 
June 30, 2010 and June 30, 2009
7
   
Notes to Consolidated Financial Statements
17
   
ITEM 2.                Management’s Discussion and Analysis of Financial
 
Condition and Results of Operations
26
   
ITEM 3.                Quantitative and Qualitative Disclosure About
 
Market Risk
29
   
ITEM 4.                Controls and Procedures
30
   
PART II.      OTHER INFORMATION
 
   
ITEM 1                 Legal Proceedings
30
   
ITEM 1A.            Risk Factors
30
   
ITEM 6.               Exhibits
31
   
Signatures
32

 
 
 
 
2

 
 
PART I.  FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements

CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
Consolidated Statements of Assets and Liabilities
 
Assets
 
June 30, 2010
   
March 31, 2010
 
   
(Unaudited)
       
Investments at market or fair value
           
          Companies more than 25% owned
           
(Cost: June 30, 2010 - $21,817,902,
           
   March 31, 2010 - $26,178,302)
    $272,708,720       $330,147,325  
Companies 5% to 25% owned
               
(Cost: June 30, 2010 - $22,162,243,
               
March 31, 2010 - $21,562,243)
    63,926,259       73,589,142  
Companies less than 5% owned
               
(Cost: June 30, 2010 - $57,630,792,
               
March 31, 2010 - $52,282,449)
    77,153,407       74,206,590  
Total investments
               
(Cost: June 30, 2010 - $101,610,937,
               
March 31, 2010 - $100,022,994)
    413,788,386       477,943,057  
Cash and cash equivalents
    77,995,617       4,093,508  
Receivables
               
Dividends and interest
    338,017       1,012,782  
Affiliates
    648,104       864,943  
Pension assets
    7,173,378       7,068,957  
Other assets
    187,472       191,338  
Total assets
    $500,130,974       $491,174,585  
                 
Liabilities
               
                 
Other liabilities
    $    1,020,726       $    1,070,540  
Pension liability
    1,095,085       1,082,941  
Deferred income taxes
    2,127,918       2,095,518  
Total liabilities
    4,243,729       4,248,999  
                 
Net Assets
               
                 
Common stock, $1 par value: authorized,
               
  5,000,000 shares; issued, 4,326,516 shares
               
  at June 30, 2010 and March 31, 2010
    4,326,516       4,326,516  
Additional capital
    126,777,762       126,554,546  
Undistributed net investment income
    2,526,802       2,061,109  
Undistributed net realized gain on investments
    74,015,364        
Unrealized appreciation of investments
    312,177,449       377,920,063  
Treasury stock - at cost 584,878 shares at
               
  June 30, 2010 and March 31, 2010
    (23,936,648 )     (23,936,648 )
Total net assets
    495,887,245       486,925,586  
Total liabilities and net assets
    $500,130,974       $491,174,585  
Net asset value per share
               
  (on the 3,741,638 shares outstanding)
    $         132.53        $         130.14  
 
 

The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
3

 
 
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)

   
Three Months Ended
 
   
June 30
 
   
2010
   
2009
 
Investment income:
           
Interest
    $     300,551       $     322,808  
Dividends
    2,389,373       584,370  
Management and directors' fees
    276,650       282,750  
      2,966,574       1,189,928  
Operating expenses:
               
Salaries
    398,474       314,531  
Net pension benefit
    (92,277 )     (63,306 )
Stock option expense
    223,217       141,525  
Professional fees
    237,456       155,563  
        Other operating expenses      207,569       175,137  
      974,439       723,450  
                 
Income before income taxes
    1,992,135       466,478  
Income tax expense
    29,788       22,200  
                 
Net investment income
    $  1,962,347       $     444,278  
                 
Proceeds from disposition of investments
    $78,525,764       $                –  
Cost of investments sold
    4,510,400        
                 
Net realized gain on investments, (net of $1,218,855 of
               
  estimated transfer taxes on sale of Lifemark Group, see
               
  Note 3 - "Income Taxes" for discussion of income taxes                
  related to gain on sale of Lifemark Group.)      74,015,364        –  
                 
Net increase (decrease) in unrealized appreciation
               
  of investments
    (65,742,614 )     10,249,270  
Net realized and unrealized gain on investments
    $  8,272,750       $10,249,270  
                 
Increase in net assets from operations
    $10,235,097       $10,693,548  

 

The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
4

 
 
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Changes in Net Assets
(Unaudited)
 
   
Three Months
   
Three Months
 
   
Ended
   
Ended
 
   
June 30, 2010
   
June 30, 2009
 
Operations:
           
Net investment income
    $    1,962,347       $       444,278  
Net realized gain on investments
    74,015,364        
Net increase (decrease) in unrealized appreciation
               
  of investments
    (65,742,614 )     10,249,270  
Increase in net assets from operations
    10,235,097       10,693,548  
                 
Distributions from:
               
Undistributed net investment income
    (1,496,655 )     (1,496,655 )
                 
Capital share transactions:
               
Change in pension plan funded status
          (263,416 )
Stock option expense
    223,217       141,525  
Increase in net assets
    8,961,659       9,075,002  
                 
Net assets, beginning of period
    486,925,586       415,262,991  
                 
Net assets, end of period
    $495,887,245       $424,337,993  

 


The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
5

 
 
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)

   
Three Months Ended
 
   
June 30
 
   
2010
   
2009
 
Cash flows from operating activities                 
Increase in net assets from   operations
    $10,235,097       $10,693,548  
Adjustments to reconcile increase in net
               
  assets from operations to net cash
               
  provided (used in) by operating activities:                
  Net proceeds from disposition of investments
    74,822,144        
  Proceeds from repayment of debt securities
          3,000,000  
  Purchases of securities
    (2,394,724 )     (5,963,588 )
  Depreciation and amortization
    6,328       7,653  
  Net pension benefit
    (92,277 )     (63,306 )
  Realized gain on investments before income taxes
    (74,015,364 )      
  Net (increase) decrease in unrealized
               
    appreciation of investments
    65,742,614       (10,249,270 )
  Stock option expense
    223,217       141,525  
  (Increase) decrease in dividend and interest receivable
    674,765       (295,866 )
  (Increase) decrease in receivables from
               
  affiliates
    216,839       (37,405 )
  (Increase) decrease in other assets  
    (2,461 )     6,876  
 Increase (decrease) in other liabilities     (49,814 )     32,253  
  Increase in deferred income taxes
    32,400       22,200  
Net cash provided by (used in) operating activities
    75,398,764       (2,705,380 )
                 
Cash flows from financing activities
               
Distributions from undistributed net
               
  investment income
    (1,496,655 )     (1,496,655 )
Purchase of treasury stock
           
Net cash used in financing activities
    (1,496,655 )     (1,496,655 )
 
               
Net increase (decrease) in cash and cash
               
  equivalents
    73,902,109       (4,202,035 )
Cash and cash equivalents at beginning
               
  of period
    4,093,508       14,721,730  
Cash and cash equivalents at end of period
    $77,995,617       $10,519,695  
                 
Supplemental disclosure of cash flow information:
               
Cash paid during the period for:
               
  Interest
    $                –       $                –  
  Income taxes
    $                –       $                –  
                 
Non-Cash transaction:                 
  In June 2010, the Company contributed certain tracts of Real Estate to their newly formed          
  CapStar Holdings Corporation, wholly-owned by the Company.  This transaction had the                
  following non-cash effect on the Company's Consolidated Statement of Assets and Liabilities:                
                 
  Total Investments      $  3,703,619        $                 -  

 
The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
6

 
 
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Schedule of Investments
June 30, 2010
(Unaudited)
 
Company  Equity (a)    Investment (b)   Cost   Value (c)
             
¥†ALAMO GROUP INC.
22.0%
 
2,830,300 shares common stock (acquired 4-1-73
     
Seguin, Texas
   
thru 5-25-07)
$  2,190,937
 
$  45,992.375
Tractor-mounted mowing and mobile excavation
           
equipment for governmental, industrial and agricultural
           
markets; street-sweeping equipment for municipalities.
           
             
ALL COMPONENTS, INC.
80.4%
 
8.25%  subordinated note, $6,000,000 principal due
     
Pflugerville, Texas
   
2012 (acquired 6-27-07)                                            
6,000,000
 
6,000,000
Electronics contract manufacturing; distribution and production
   
150,000 shares Series A Convertible Preferred Stock, con-
     
of memory and other components for computer manufacturers,
   
vertible into 600,000 shares of common stock at $0.25
     
retailers and value-added resellers.
   
per share (acquired 9-16-94)
150,000
 
5,821,725
     
Warrants to purchase 350,000 shares of common stock at
     
     
$11.00 per share, expiring 2017 (acquired 6-27-07)
 
       
6,150,000
 
11,821,725
             
ATLANTIC CAPITAL BANCSHARES, INC.
    1.9%
 
300,000 shares common stock (acquired 4-10-07)
3,000,000
 
1,575,000
Atlanta, Georgia
           
Holding company of Atlantic Capital Bank,
    a full service commercial bank.
           
             
¥ BALCO, INC.
90.9%
 
445,000 shares common stock and 60,920 shares Class B
     
Wichita, Kansas
   
non-voting common stock (acquired 10-25-83 and 5-30-02)
624,920
 
6,600,000
Specialty architectural products used in the construction and
           
remodeling of commercial and institutional buildings.
           
             
*BOXX TECHNOLOGIES, INC.
  15.2%
 
3,125,354 shares Series B Convertible Preferred Stock,
     
Austin, Texas
   
convertible into 3,125,354 shares of common stock at
     
Workstations for computer graphic imaging and design.
   
$0.50 per share (acquired 8-20-99 thru 8-8-01)
1,500,000
 
2
             
*CMI HOLDING COMPANY, INC.
21.7%
 
10% convertible promissory note, due 2013 (acquired 5-19-10)
 600,000    300,000
Richardson, Texas
 
 
10% convertible promissory note, due 2013 (acquired 2-23-10)
650,000
 
325,000
Owns Chase Medical, which develops and sells devices used
   
1,631,516 shares Series C-1 Convertible Preferred
     
in cardiac surgery to relieve congestive heart failure; develops
   
Stock, convertible into 1,631,516 shares of common
     
and supports cardiac imaging systems.
   
stock at $2.15 per share (acquired 7-10-09)
2,863,347
 
1
 
   
2,327,658 shares Series A Convertible Preferred Stock,
     
     
convertible into 2,327,658 shares of common stock at
     
     
$1.72 per share (acquired 8-21-02 and 6-4-03)
4,000,000
 
2
     
Warrants to purchase 109,012 shares of common stock at
     
 
 
 
$1.72 per share, expiring 2012 (acquired 4-7-04)              
 –
 
 –
     
Warrants to purchase 636,151 shares of Series A-1 Convertible
     
     
Preferred Stock at $1.72 per share expiring 2017 and
     
     
2019 (acquired 7-2-07 and 6-9-09)                                  
 –
 
 –
     
Warrant to purchase 90,698 shares of Series D or D-1
     
     
Convertible Preferred Stock at $1.72 per share expiring
     
     
2017 (acquired 2-23-10)                                           
 –
 
 –
       
8,113,347
 
625,003
 
The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
 
7

 
 
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Schedule of Investments
June 30, 2010
(Unaudited)
(continued)
 
Company    Equity (a)    Investment (b)    Cost    Value (c)
             
CINATRA CLEAN TECHNOLOGIES, INC.
59.2%
  10% subordinated secured promissory note, due 2012  $ 1,074,691   $ 1,074,691
Houston, Texas
        (acquired 5-19-10)       
Cleans above ground oil storage tanks with a patented,
   
10% subordinated secured promissory note, due 2013
     
automated system.
   
(acquired 7-14-08 thru 4-28-10)
  6,200,700
 
    6,200,700
 
   
1,128,649 shares Series A Convertible Preferred Stock,
     
 
   
convertible into 1,128,649 shares of common stock at $1.00
     
     
per share (acquired 7-14-08 and 11-19-08)
   1,128,649
 
   1,023,738
       
8,404,040
 
8,299,129
             
*†ENCORE WIRE CORPORATION
16.9%
 
4,086,750 shares common stock (acquired 7-16-92 thru
     
McKinney, Texas
   
10-7-98)
5,800,000
 
61,301,250
Electric wire and cable for residential, commercial and
           
industrial construction use.
           
             
EXTREME INTERNATIONAL, INC.
53.6%
 
13,035 shares Series A common stock (acquired 9-26-08
     
Sugar Land, Texas
   
and 12-18-08)
325,875
 
677,000
Owns  Bill  Young  Productions, Texas  Video  and  Post, and
   
39,359.18 shares Series C Convertible Preferred Stock,
     
Extreme Communications, which produce radio and television
   
convertible into 157,437.72 shares of common stock at
     
commercials and corporate communications videos.
   
$25.00 per share (acquired 9-30-03)
2,625,000
 
8,165,000
     
3,750 shares 8% Series A Convertible Preferred Stock,
     
     
convertible into 15,000 shares of common stock at $25.00
     
     
per share (acquired 9-30-03)                                                          
375,000
 
778,000
 
     
3,325,875
 
9,620,000
             
¥ HEELYS, INC.
31.1%
 
9,317,310 shares common stock (acquired 5-26-00)
102,490
 
20,125,390
Carrollton, Texas
           
Heelys stealth skate shoes, equipment and apparel sold
           
through sporting goods chains,  department stores and
           
    footware retailers.            
             
HOLOGIC, INC.
<1%
 
632,820 shares common stock (acquired 8-27-99)
220,000
 
8,808,854
Bedford, Massachusetts
           
Medical instruments including bone densitometers,
           
mammography devices and digital radiography systems.
           
             
iMEMORIES, INC.
26.2%
 
17,391,304 shares Series B Convertible Preferred Stock,
     
Scottsdale, AZ
   
convertible into 17,391,304 shares of common stock at
     
Enables online video and photo sharing and DVD creation
   
$0.23 per share (acquired 7-10-09)
4,000,000
 
4,000,000
for home movies recorded in analog and new digital format.
           
             
             
KBI BIOPHARMA, INC.
14.8%
 
7,142,857 shares Series B-2 Convertible Preferred Stock,
     
Durham, NC
   
convertible into 7,142,857 shares of common stock at
     
Provides fully-integrated, outsourced drug development
   
$0.70 per share (acquired 9-08-09)
5,000,000
 
5,000,000
and bio-manufacturing services.
           

 
The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
8

 
 
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Schedule of Investments
June 30, 2010
(Unaudited)
(continued)
 
Company    Equity (a)    Investment (b)   Cost     Value (c)  
             
¥ MEDIA RECOVERY, INC.
97.5%
 
800,000 shares Series A Convertible Preferred Stock,
     
Dallas, Texas
   
convertible into 800,000 shares of common stock at
     
Computer datacenter and office automation supplies and
   
$1.00 per share (acquired 11-4-97)
$     800,000
 
$  2,400,000
accessories; impact, tilt monitoring and temperature sensing
   
4,000,002 shares common stock (acquired 11-4-97)
4,615,000
 
12,200,000
devices to detect mishandled shipments; dunnage for
     
5,415,000
 
14,600,000
    protecting shipments.            
             
*PALLETONE, INC.
8.4%
 
12.3% senior subordinated notes, $2,000,000
     
Bartow, Florida
   
principal due 2012 (acquired 9-25-06) 
1,553,150
 
2,000,000
Manufacturer of wooden pallets and pressure-treated
   
150,000 shares common stock (acquired 10-18-01)
150,000
 
2
lumber.
   
Warrant to purchase 15,294 shares of common stock
     
     
at $1.00 per share, expiring 2011 (acquired 2-17-06)
45,746
 
 
     
1,748,896
 
2,000,002
             
¥ PALM HARBOR HOMES, INC.
30.4%
 
7,855,121 shares common stock (acquired 1-3-85
     
Dallas, Texas
   
thru 7-31-95)
10,931,955
 
6,833,955
Integrated manufacturing, retailing, financing and insuring
   
Warrant to purchase 286,625 shares of common
     
of manufactured housing and modular homes.
   
stock at $3.14 per share, expiring 2019 (acquired
     
     
4-24-09)
 
 
     
10,931,955
 
6,833,955
             
¥ THE RECTORSEAL CORPORATION 
  100.0%  
27,907 shares common stock (acquired 1-5-73 and
     
Houston, Texas
   
3-31-73)
52,600
 
130,000,000
Specialty chemicals for plumbing, HVAC, electrical,
           
construction, industrial, oil field and automotive applications;
           
smoke containment systems for building fires; also owns
           
20% of The Whitmore Manufacturing Company.
           
             
TCI  HOLDINGS, INC.
 
21 shares 12% Series C Cumulative Compounding
     
Denver, Colorado
   
Preferred stock (acquired 1-30-90)
 
677,250
Cable television systems and microwave relay systems.
           
             
TEXAS CAPITAL BANCSHARES, INC.
1.6%
 
489,656 shares common stock (acquired 5-1-00)
3,550,006
 
8,020,565
Dallas, Texas
           
Regional bank holding company with banking operations
           
in six Texas cities.
     

TRAX HOLDINGS, INC.
31.1%
 
1,061,279 shares Series A Convertible Preferred Stock,
     
Scottsdale, Arizona
   
convertible into 1,061,279 common stock at $4.71
     
Provides a comprehensive set of solutions to improve
   
per share (acquired 12-8-08 and 2-17-09)
5,000,000
 
6,218,157
    the transportation validation, accounting, payment
     
 
 
 
and information management process.
           
 
 
The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
9

 
 
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Schedule of Investments
June 30, 2010
(Unaudited)
(continued)
 
Company   Equity (a)    Investment (b)    Cost    Value (c)
             
VIA HOLDINGS, INC.
28.1%
 
9,118 shares Series B Preferred Stock (acquired 9-19-05)
$4,559,000
 
$      2
Sparks, Nevada
   
1,118 shares Series C Preferred Stock (acquired 11-1-07)
281,523
 
2
Designer, manufacturer and distributor of high-quality
     
4,840,523
 
4
office  seating.
           
             
*WELLOGIX, INC.
19.3%
 
4,788,371 shares Series A-1 Convertible Participating
     
   Houston, Texas
   
Preferred Stock, convertible into 4,788,371 shares
     
Developer and supporter of software used by the oil and gas
   
of common stock at $1.0441 per share (acquired
     
industry.
   
8-19-05 thru 6-15-08)
5,000,000
 
2
             
¥ THE WHITMORE MANUFACTURING COMPANY
80.0%
 
80 shares common stock (acquired 8-31-79)
1,600,000
 
47,500,000
Rockwall, Texas
           
Specialized surface mining, railroad and industrial
           
    lubricants;coatings for automobiles and primary metals;
           
    fluid contamination control devices.
           
             
MISCELLANEOUS
   
– Ballast Point Ventures II, L.P. – 2.6% limited partnership
     
     
interest (acquired 8-4-08 thru 6-18-10)
975,000
 
975,000
 
   
– BankCap Partners Fund I, L.P. – 6.0% limited partnership
     
     
interest (acquired 7-14-06  thru 6-18-09)
5,583,470
 
5,191,008
  100.0%   
– CapitalSouth Partners Fund III, L.P. – 2.8% limited
     
     
partnership interest (acquired 1-22-08 and 2-12-09)
831,256
 
831,256
     
– ¥CapStar Holdings Corporation, – 500 shares common
     
     
    stock (acquired 6-10-10)
3,703,619    3,703,619
     
– Diamond State Ventures, L.P. – 1.9% limited partnership
     
     
interest (acquired 10-12-99 thru 8-26-05)
76,000
 
187,369
     
– ¥Discovery Alliance, LLC – 90.0% limited liability company
     
     
(acquired 9-12-08 thru 5-14-10)
900,000
 
900,000
     
– Essex Capital Corporation – 10% unsecured promissory
     
     
note due 8-19-10 (acquired 8-16-09)
 
1,000,000
     
– First Capital Group of Texas III, L.P. – 3.0% limited
     
     
partnership interest (acquired 12-26-00 thru 8-12-05)
778,895
 
473,934
    100.0%  
– ¥Humac Company – 1,041,000 shares common stock
     
     
(acquired 1-31-75 and 12-31-75)
 
157,000
     
– STARTech Seed Fund I – 12.1% limited partnership
     
     
  interest (acquired 4-17-98 thru 1-5-00)
178,066
 
1
     
– STARTech Seed Fund II – 3.2% limited partnership
     
     
interest (acquired 4-28-00 thru 2-23-05)
950,000
 
1
     
– Sterling Group Partners I, L.P. – 1.7% limited partnership
     
     
interest (acquired 4-20-01 thru 1-24-05)
1,064,042
 
750,535
TOTAL INVESTMENTS
     
$101,610,937
 
$413,788,386
             
Publicly-owned company   ¥ Control investment   * Affiliated investment  Unrestricted securities as defined in Note (a)
     
 
 
 
The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
10

 
 
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Schedule of Investments
June 30, 2009
 
Company  Equity (a)    Investment (b)   Cost   Value (c)
             
¥ALAMO GROUP INC.
26.3%
 
2,830,300 shares common stock (acquired 4-1-73
     
Seguin, Texas
   
thru 5-25-07)
$  2,190,937
 
$ 22,642,400
Tractor-mounted mowing and mobile excavation
           
equipment for governmental, industrial and agricultural
           
markets; street-sweeping equipment for municipalities.
           
             
ALL COMPONENTS, INC.
80.0%
 
8.25%  subordinated note, due 2012 (acquired 6-27-07)  
6,000,000
 
6,000,000
Austin, Texas
   
150,000 shares Series A Convertible Preferred 
 
 
 
Electronics contract manufacturing; distribution and production
   
Stock,  convertible into 600,000 shares of common
     
of memory and other components for computer manufacturers,
   
stock at $0.25 per share (acquired 9-16-94)
150,000
  1
retailers and value-added resellers.
   
Warrants to purchase 350,000 shares of common stock at 
     
     
$11.00 per share, expiring 2017 (acquired 6-27-07)
 
       
6,150,000
 
6,000,001
             
ATLANTIC CAPITAL BANCSHARES, INC.
    2.0%
 
300,000 shares common stock (acquired 4-10-07)
3,000,000
 
3,000,000
Atlanta, Georgia
           
Holding company of Atlantic Capital Bank   
           
    a full service commercial bank.             
             
¥BALCO, INC.
90.9%
 
445,000 shares common stock and 60,920 shares Class B
     
Wichita, Kansas
   
non-voting common stock (acquired 10-25-83 and 5-30-02)
624,920
 
8,000,000
Specialty architectural products used in the construction and
           
remodeling of commercial and institutional buildings.
           
             
*BOXX TECHNOLOGIES, INC.
  15.2%
 
3,125,354 shares Series B Convertible Preferred Stock,
     
Austin, Texas
   
convertible into 3,125,354 shares of common stock at
     
Workstations for computer graphic imaging and design.
   
$0.50 per share (acquired 8-20-99 thru 8-8-01)
1,500,000
 
2
             
*CMI HOLDING COMPANY, INC.
17.2%
 
10% convertible subordinated note, due 2009
 
 
 
Richardson, Texas
         (acquired 7-2-07 thru 10-9-07) 
2,708,347
 
1,345,000
Owns Chase Medical, which develops and sells devices used
   
2,327,658 shares Series A Convertible Preferred Stock,
     
in cardiac surgery to relieve congestive heart failure; develops
   
convertible into 2,327,658 shares of common stock at
     
and supports cardiac imaging systems.
   
$1.72 per share (acquired 8-21-02 and 6-4-03)
4,000,000
 
2
 
   
Warrants to purchase 109,012 shares of common stock at
     
     
$1.72 per share, expiring 2012 (acquired 4-7-04)
 –
 
 –
     
Warrant to purchase 575,975 shares of Series A-1 Convertible
     
     
    Preferred Stock at $1.72 per share, expiring 2017
     
          (acquired 7-2-07)  –    –
     
Warrant to purchase 60,174 shares of Series A-1 Convertible
     
     
    Preferred Stock at $1.72 per share, expiring 2019 (acquired
     
     
    6/9/09)
 –    –
       
6,708,347
 
1,345,002
 

The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
11

 
 
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Schedule of Investments
June 30, 2009
(continued)
 
Company    Equity (a)    Investment (b)    Cost    Value (c)
             
CINATRA CLEAN TECHNOLOGIES, INC.
59.2%
 
10% subordinated secured promissory note, (acquired 7-14-08
     
Houston, Texas
   
thru 6-16-09)
$  4,834,432
 
$   4,834,432
Cleans above ground oil storage tanks with a patented,
   
1,128,649 shares Series A Convertible Preferred Stock,
     
automated system.
   
convertible into 1,128,649 shares of common stock at $1.00
     
     
per share (acquired 7-14-08 and 11-19-08)
   1,128,649
 
    1,128,649
       
5,963,081
 
5,963,081
             
DENNIS TOOL COMPANY
64.3%
 
20,725 shares 5% Convertible Preferred Stock, convertible
     
   Houston, Texas
   
into 20,725 shares of common stock at $48.25 per
     
   Polycrystalline diamond compacts (PDCs) used in oil field drill
   
share (acquired 8-10-98)
 999,981    999,981
   bits and in mining and industrial applications.
   
140,137 shares common stock (acquired 3-7-94 and 8-10-98)
 2,329,963   2,868,000
         3,329,944    3,867,981
             
ENCORE WIRE CORPORATION
17.2%
 
4,086,750 shares common stock (acquired 7-16-92 thru
     
McKinney, Texas
   
10-7-98)
5,800,000
 
65,388,000
Electric wire and cable for residential, commercial and
           
industrial construction use.
           
             
EXTREME INTERNATIONAL, INC.
53.6%
 
13,035 shares Series A common stock (acquired 9-26-08
     
Sugar Land, Texas
   
and 12-18-08)
325,875
 
527,102
Owns  Bill  Young  Productions, Texas  Video  and  Post, and
   
39,359.18 shares Series C Convertible Preferred Stock,
     
Extreme Communications, which produce radio and television
   
convertible into 157,437.72 shares of common stock at
     
commercials and corporate communications videos.
   
$25.00 per share (acquired 9-30-03)
2,625,000
 
6,366,336
     
3,750 shares 8% Series A Convertible Preferred Stock,
     
     
convertible into 15,000 shares of common stock at $25.00
     
     
per share (acquired 9-30-03)                                                          
375,000
 
606,562
 
     
3,325,875
 
7,500,000
             
¥ HEELYS, INC.
31.1%
 
9,317,310 shares common stock (acquired 5-26-00)
102,490
 
16,305,293
Carrollton, Texas
           
Heelys stealth skate shoes, equipment and apparel sold
           
through sporting goods chains,  department stores and
           
    footware retailers.            
             
HOLOGIC, INC.
<1%
 
632,820 shares common stock (acquired 8-27-99)
220,000
 
9,011,357
Bedford, Massachusetts
           
Medical instruments including bone densitometers,
           
mammography devices and digital radiography systems.
           
             
¥ LIFEMARK GROUP
100.0%
 
1,449,026 shares common stock (acquired 7-16-69)
  4,510,400     71,000,000
    Hayward, California
   
 
     
    Cemeteries, mausoleums and mortuaries located in
   
 
 
 
 
    northern California.
           
             
 

The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
12

 
 
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Schedule of Investments
June 30, 2009
(continued)
 
Company    Equity (a)    Investment (b)   Cost     Value (c)  
             
¥ MEDIA RECOVERY, INC.
97.5%
 
800,000 shares Series A Convertible Preferred Stock,
     
Dallas, Texas
   
convertible into 800,000 shares of common stock at
     
Computer datacenter and office automation supplies and
   
$1.00 per share (acquired 11-4-97)
$   800,000
 
$   2,500,000
accessories; impact, tilt monitoring and temperature sensing
   
4,000,002 shares common stock (acquired 11-4-97)
4,615,000
 
12,300,000
devicesto detect mishandled shipments; dunnage for
     
5,415,000
 
14,800,000
    protecting shipments.            
             
*PALLETONE, INC.
8.5%
 
12.3% senior subordinated notes due 2012
     
Bartow, Florida
   
(acquired 9-25-06) 
1,553,150
 
2
Manufacturer of wooden pallets and pressure-treated
   
150,000 shares common stock (acquired 10-18-01)
150,000
 
2
lumber.
   
Warrant to purchase 15,294 shares of common stock
     
     
at $1.00 per share, expiring 2011 (acquired 2-17-06)
45,746
 
 
     
1,748,896
 
4
¥ PALM HARBOR HOMES, INC.
32.1%
 
7,855,121 shares common stock (acquired 1-3-85
     
Dallas, Texas
   
thru 7-31-95)
10,931,955
 
9,818,902
Integrated manufacturing, retailing, financing and insuring
   
Warrant to purchase 286,625 shares of common stock
     
of manufactured housing and modular homes.
   
at $3.14 per share, expiring 2019 (acquired 4-24-09)
 
        10,931,955     9,818,902
             
¥ THE RECTORSEAL CORPORATION 
  100.0%  
27,907 shares common stock (acquired 1-5-73 and
     
Houston, Texas
   
3-31-73)
52,600
 
107,200,000
Specialty chemicals for plumbing, HVAC, electrical,
           
construction, industrial, oil field and automotive applications;
           
smoke containment systems for building fires; also owns
           
20% of The Whitmore Manufacturing Company.
           
             
TCI  HOLDINGS, INC.
 
21 shares 12% Series C Cumulative Compounding
     
Denver, Colorado
   
Preferred stock (acquired 1-30-90)
 
677,250
Cable television systems and microwave relay systems.
           
             
TEXAS CAPITAL BANCSHARES, INC.
1.6%
 
489,656 shares common stock (acquired 5-1-00)
3,550,006
 
7,574,978
Dallas, Texas
           
Regional bank holding company with banking operations
           
in six Texas cities.
           
             
TRAX HOLDINGS, INC.
32.5%
 
1,061,279 shares Series A Convertible Preferred Stock,
     
   Scottsdale, Arizona
   
convertible into 1,061,279 common stock at $4.71 per
     
   Provides a comprehensive set of solutions to improve the trans-
   
share (acquired 12-8-08 and 2-17-09)
5,000,000    5,000,000 
   portation validation, accounting, payment and information
           
   management process.
           
             
VIA HOLDINGS, INC.
28.1%
 
9,118 shares Series B Preferred Stock (acquired 9-19-05)
4,559,000     2
   Sparks, Nevada
   
1,118 shares Series C Preferred Stock (acquired 11-1-07)
281,523     2
   Designer, manufacturer and distributor of high-quality office
      4,840,523     4
   seating.
           
 
 
The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
13

 
 
CAPITAL SOUTHWEST CORPORATION
AND SUBSIDIARIES
Consolidated Schedule of Investments
June 30, 2009
(continued)
 
Company   Equity (a)    Investment (b)    Cost    Value (c)
             
*WELLOGIX, INC.
19.7%
 
4,788,371 shares Series A-1 Convertible Participating
     
   Houston, Texas
   
Preferred Stock, convertible into 4,788,371 shares
     
Developer and supporter of software used by the oil and gas
   
of common stock at $1.0441 per share (acquired
     
industry.
   
8-19-05 thru 6-15-08)
$   5,000,000
 
$                 2
             
¥ THE WHITMORE MANUFACTURING COMPANY
80.0%
 
80 shares common stock (acquired 8-31-79)
1,600,000
 
36,000,000
Rockwall, Texas
           
Specialized surface mining, railroad and industrial
           
    lubricants;coatings for automobiles and primary metals;
           
    fluid contamination control devices.
           
             
MISCELLANEOUS
   
– Ballast Point Ventures II, L.P. – 2.6% limited partnership
     
     
interest (acquired 8-4-08 thru 4-23-09)
525,000
 
525,000
 
   
– BankCap Partners Fund I, L.P. – 6.0% limited partnership
     
     
interest (acquired 7-14-06  thru 6-19-09)
5,513,837
 
5,513,837
     
– CapitalSouth Partners Fund III, L.P. – 2.8% limited
     
     
partnership interest (acquired 1-22-08 and 2-12-09)
831,256
 
831,256
     
– Diamond State Ventures, L.P. – 1.9% limited partnership
     
     
interest (acquired 10-12-99 thru 8-26-05)
111,000
 
111,000
     
– ¥ Discovery Alliance, LLC – 90.0% limited liability
     
     
company (acquired 9-12-08 thru 6-1-09)
600,000
 
600,000
     
– First Capital Group of Texas III, L.P. – 3.0% limited
     
     
partnership interest (acquired 12-26-00 thru 8-12-05)
964,604
 
684,748
    100.0%  
– ¥ Humac Company – 1,041,000 shares common stock
     
     
(acquired 1-31-75 and 12-31-75)
 
139,000
     
– STARTech Seed Fund I – 12.1% limited partnership
     
     
  interest (acquired 4-17-98 thru 1-5-00)
178,066
 
1
     
– STARTech Seed Fund II – 3.2% limited partnership
     
     
interest (acquired 4-28-00 thru 2-23-05)
950,000
 
1
     
– Sterling Group Partners I, L.P. – 1.7% limited partnership
     
     
interest (acquired 4-20-01 thru 1-24-05)
1,064,042
 
348,780
TOTAL INVESTMENTS
     
$92,302,778
 
$409,847,880
       
Publicly-owned company   ¥ Control investment   * Affiliated investment  Unrestricted securities as defined in Note (a)
     
 
 
The accompanying Notes are an integral part of these Consolidated Financial Statements
 
 
 
14

 
 
 
Notes to Consolidated Schedule of Investments
(Unaudited)
(a)           Equity

The percentages in the “Equity” column express the potential equity interests held by Capital Southwest Corporation and Capital Southwest Venture Corporation (together, the “Company”) in each issuer.  Each percentage represents the amount of the issuer’s common stock the Company owns or can acquire as a percentage of the issuer’s total outstanding common stock, plus stock reserved for all warrants, convertible securities and employee stock options.  The symbol “<1%” indicates that the Company holds a potential equity interest of less than 1%.

(b)           Investments

Unrestricted securities (indicated by ±) are freely marketable securities having readily available market quotations.  All other securities are restricted securities, which are subject to one or more restriction on resale and are not freely marketable.  At June 30, 2010, restricted securities represented approximately 95.9% of the value of the consolidated investment portfolio.

Our investments are carried at fair value in accordance with the Investment Company Act of 1940 (the “1940 Act”) and FASB Accounting Standards Codification™ (ASC) Topic 820, Fair Value Measurements and Disclosures.  In accordance with the 1940 Act, unrestricted minority-owned publicly traded securities, for which the market quotations are readily available, are valued at the closing sale price for the NYSE listed securities and the lower of the closing bid price or the last sale price for NASDAQ securities on the valuation date; and restricted publicly traded securities and other privately held securities are valued as determined in good faith by our Board of Directors.

We adopted FASB ASC Topic 820 on April 1, 2008 (see footnote 1 in “Notes to Consolidated Financial Statements,” page 18).  ASC Topic 820 provides a framework for measuring the fair value of assets and liabilities along with guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used for valuation.  ASC Topic 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances.

ASC Topic 820 defines fair value in terms of the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the “exit price”) and excludes transaction costs.  Under ASC Topic 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset.  The principal market is the market in which the reporting entity would sell or transfer the asset with the greatest volume and level of activity for the asset.  In determining the principal market for an asset or liability under ASC, it is assumed that the reporting entity has access to the market as of the measurement date.

(c)           Value

Debt Securities are generally valued on the basis of the price the security would command in order to provide a yield-to-maturity equivalent to the present yield of comparable debt instruments of similar quality.  Issuers whose debt securities are judged to be of poor quality and doubtful collectability may instead be valued by assigning major percentage discounts commensurate with the quality of such debt securities.  Debt securities may also be valued based on the resulting value from the sale of the business at the estimated fair market value.
 
 
 
15

 

Partnership Interests, Preferred Equity and Common Equity, including unrestricted marketable securities, which are valued at the closing sale price for the NYSE listed securities and the lower of the closing bid price or the last sale price for NASDAQ securities on the valuation date, and restricted marketable securities for which there is a public market, are valued at the closing sale price for the NYSE listed securities and the lower of the closing bid price or the last sale price for NASDAQ securities on the valuation date adjusted in good faith by our Board of Directors if they deem a discount or premium would be likely or obtainable upon a sale or transfer of our interest.  For those without a principal market, the Board of Directors considers the financial condition and operating results of the issuer; the long-term potential of the business of the issuer; the market for and recent sales prices of the issuer’s securities; the values of similar securities issued by companies in similar businesses; the proportion of the issuer’s securities owned by the Company; protective put analysis based on the Black-Scholes option pricing model; the nature and duration of resale restrictions; and the nature of any rights enabling the Company to require the issuer to register restricted securities under applicable securities laws.  In determining the fair value of restricted securities, the Board of Directors considers the inherent value of such securities without regard to the restrictive feature and adjusts for any diminution in value resulting from restrictions on resale.  Investments, in certain entities that calculate net asset value per share (or its equivalent) and for which fair market value is not readily determinable, are valued using the net asset value per share (or its equivalent, such as member units or ownership interest in partners’ capital to which a proportionate share of net assets is attributed) of the investment.

Equity Warrants are valued on the basis of accepted formulas derived from empirical studies which define the market value of a warrant in relation to the market price of its common stock.  These formulas measure the “option value” of a warrant as well as its “exercise value” (the amount, if any, by which the value of the stock exceeds the exercise price of the warrant).  In applying such formulas, the market price of the stock is usually discounted to reflect the fact that the stock is restricted and the calculated value is of the warrant itself may be discounted (if deemed appropriate) to reflect its restrictive nature.  Generally, the option value is excluded if the formula indicates (i) the warrant expires within six months, (ii) the market price of the stock (discounted) is less than one-half of the exercise price of the warrant, or (iii) the market price of the stock (discounted) is more than two times the amount of the exercise price of the warrant.

(d)           Agreements Between Certain Issuers and the Company

Agreements between certain issuers and the Company provide that that issuer will bear substantially all costs in connection with the disposition of common stock, including those costs involved in registration under the Securities Act of 1933, but excluding underwriting discounts and commissions.  These agreements cover common stock owned at June 30, 2010 and common stock which may be acquired thereafter through the exercise of warrants and conversion of debentures and preferred stock.  They apply to restricted securities of all issuers in the investment portfolio of the Company except securities of the following issuers which are not obligated to bear registration costs:  Humac Company and The Whitmore Manufacturing Company.

(e)           Descriptions and Ownership Percentages

The descriptions of the companies and ownership percentages shown in the Consolidated Schedule of Investments were obtained from published reports and other sources believed to be reliable, are supplemental and are not covered by the report of our independent registered public accounting firm.  Acquisition dates indicated are the dates specific securities were acquired, which may differ from the original investment dates.  Certain securities were received in exchange for or upon conversion or exercise of other securities previously acquired.
 
 
 
16

 
 
Notes to Consolidated Financial Statements
(Unaudited)

ORGANIZATION AND BASIS OF PRESENTATION

Organization

Capital Southwest Corporation (“CSC” or the “Company”) was organized as a Texas corporation on April 19, 1961.  Until September 1969, we operated as a licensee under the Small Business Investment Act of 1958.  At that time, we transferred to our wholly-owned subsidiary, Capital Southwest Venture Corporation ("CSVC") certain assets and our license as a small business investment company ("SBIC").  CSVC is a closed-end, non-diversified investment company of the management type registered under the Investment Company Act of 1940 (the “1940 Act”).  Prior to March 30, 1988, we were registered as a closed-end, non-diversified investment company under the 1940 Act.  On that date, we elected to become a business development company subject to the provisions of the 1940 Act, as amended by the Small Business Incentive Act of 1980.  Because we wholly own CSVC, the portfolios of both entities are referred to collectively as “our,” “we” and “us.”  Capital Southwest Management Company (“CSMC”), a wholly-owned subsidiary of CSC, is the management company for CSC and CSVC.  CSMC generally incurs all normal operating and administrative expenses, including but not limited to salaries and related benefits, rent, equipment and other administrative costs required for its day-to-day operations.

Our portfolio is a composite of companies in which we have major interests as well as a number of developing companies and marketable securities of established publicly-owned companies.  We make available significant managerial assistance to the companies in which we invest and believe that providing material assistance to such investee companies is critical to their business development activities.  CSMC receives a monthly fixed fee for their management services provided to certain of its control portfolio companies.

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for investment companies.  Under rules and regulations applicable to investment companies, we are precluded from consolidating any entity other than another investment company.  An exception to this general principle occurs if the investment company has an investment in an operating company that provides services to the investment company.  Our consolidated financial statements include our management company.

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 Form10-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 Form 10-K for the year ended  March 31,  2010,  as  filed  with  the  Securities  and  Exchange  Commission  (SEC).  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.

Portfolio Investment Classification

We classify our investments in accordance with the requirements of the 1940 Act.  Under the 1940 Act, “Control Investments” are defined as investments in which we own more than 25% of the voting securities or have rights to maintain greater than 50% of the board representation; “Affiliated Investments” are defined as investments in which we own between 5% and 25% of the voting securities; and “Non-Control/Non-Affiliated Investments” are defined as investments that are neither “Control Investments” nor “Affiliated Investments.”
 
 
 
17

 
 
Notes to Consolidated Financial Statements
(continued)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.           Summary of Significant Accounting Policies

The following is a summary of significant accounting policies followed in the preparation of the consolidated financial statements of CSC, CSVC and CSMC.

Accounting Standards Codification  The Financial Accounting Standards Board’s (FASB) Accounting Standards Codification™ (ASC) became effective on July 1, 2009.  At that date, the ASC became FASB’s officially recognized source of authoritative U.S. generally accepted accounting principles (GAAP) applicable to all public and non-public non-governmental entities, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Forces (EIFT) and related literature.  Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  All other accounting literature is considered non-authoritative.  The switch to ASC affects the way companies refer to U.S. GAAP in financial statements and accounting policies.  Citing particular content in the ASC involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure.

Fair Value Measurements The Company adopted FASB ASC Topic 820 on April 1, 2008.  ASC Topic 820 (1) creates a single definition of fair value, (2) establishes a framework for measuring fair value, and (3) expands disclosure requirements about items measured at fair value.  The Statement applies to both items recognized and reported at fair value in the financial statements and items disclosed at fair value in the notes to the financial statements.  The Statement does not change existing accounting rules governing what can or what must be recognized and reported at fair value in the Company’s financial statements, or disclosed at fair value in the Company’s notes to the financial statements.  Additionally, ASC Topic 820 does not eliminate practicability exceptions that exist in accounting pronouncements amended by this Statement when measuring fair value.

Prior to ASC Topic 820, certain measurements of fair value were based on the price that would be paid to acquire an asset, or received to assume a liability (an entry price).  FASB ASC Topic 820 clarifies the definition of fair value as the price that would be received from the sale of an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (that is, an exit price).  The exit price is based on the amount that the holder of the asset or liability would receive or need to pay in an actual transaction (or in a hypothetical transaction if an actual transaction does not exist) at the measurement date.  In some circumstances, the entry and exit price may be the same; however, they are conceptually different.

Fair value is generally determined based on quoted market prices in the active markets for identical assets or liabilities.  If quoted market prices are not available, we use valuation techniques that place greater reliance on observable inputs and less reliance on unobservable inputs.  Due to the inherent uncertainty in the valuation process, our estimate of fair value may differ materially from the values that would have been used had a ready market for the securities existed.  In addition, changes in the market environment, portfolio company performance and other events may occur over the lives of the investments may cause the gains or losses ultimately realized on these investments to be materially different than the valuations currently assigned.  We determine the fair value of each individual investment and recorded changes in fair value as unrealized appreciation or depreciation.

We believe our investments at June 30, 2010 and 2009 approximate fair value as of those dates based on the market in which we operate and other conditions in existence at those reporting periods.
 
 
 
18

 

Notes to Consolidated Financial Statements
(continued)

Investments  Investments are stated at market or fair value determined by our Board of Directors as described in Notes to the Consolidated Schedule of Investments and Note 2 below.  The average cost method is used in determining cost of investments sold.  Investments are recorded on a trade date basis.

Cash and Cash Equivalents  Cash and cash equivalents consist of highly liquid investments with an original maturity of three months or less at the date of purchase.  Cash and cash equivalents are carried at cost, which approximates fair value.

Segment Information  The Company operates and manages its business in a singular segment.  As an investment company, the Company invests in portfolio companies in various industries and geographic areas as presented in the Consolidated Schedule of Investments.

Use of Estimates  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.

Interest and Dividend Income  Interest and dividend income is recorded on an accrual basis to the extent amounts are expected to be collected.  Dividend income is recorded at the ex-dividend date for marketable securities and restricted securities.  In accordance with our valuation policy, accrued interest and dividend income is evaluated periodically for collectability.  When a debt or loan becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to service all of its debt or other obligations, we will generally establish a reserve against the interest income, thereby placing the loan or debt security’s status on non-accrual basis and cease to recognize interest income on that loan or debt security until the borrower has demonstrated the ability and intent to pay contractual amounts due.  If a loan or debt security’s status significantly improves regarding ability to service debt or other obligations, it will be restored to accrual basis.

Federal Income Taxes  CSC and CSVC have elected and intend to comply with the requirements of the Internal Revenue Code (IRC) necessary to qualify as regulated investment companies (RICs).  By meeting these requirements, they will not be subject to corporate federal income taxes on ordinary income distributed to shareholders.  In order to comply as a RIC, each company is required to timely distribute to its shareholders at least 90% of investment taxable income, as defined by the Code, each year.  Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses.  Taxable income generally excludes net unrealized appreciation or depreciation, as investment gains and losses are not included in taxable income until they are realized.  The Company’s policy is to retain and pay the 35% corporate tax on realized long-term capital gains.  For investment companies that qualify as RICs under the IRC, federal income taxes payable on security gains that the company elects to retain are accrued only on the last day of our tax year, December 31.  Therefore, CSC and CSVC made no provision for federal income taxes on such gains and net investment income in their financial statements.  See Note 3 for further discussion.

CSMC, a wholly owned subsidiary of CSC, is not a RIC and is required to pay taxes at the current corporate rate.

We account for interest and penalties as part of operating expenses.  There were no interest or penalties incurred during the three months ended June 30, 2010 and 2009.

Deferred Taxes  The Company sponsors a qualified defined benefit pension plan which covers its employees and employees of certain of its controlled affiliates.  Deferred taxes related to the qualified defined benefit pension plan are recorded as incurred.
 
 
 
19

 

Notes to Consolidated Financial Statements
(continued)

Stock-Based Compensation   We account for our stock-based compensation using the fair value method, as prescribed by ASC 718, Compensation – Stock Compensation.  Accordingly, we recognize stock-based compensation cost over the straight-line method for all share-based payments granted on or after that date and for all awards granted to employees prior to April 1, 2006 that remain unvested on that date.  The fair value of stock options are determined on the date of grant using the Black-Scholes pricing model and are expensed over the vesting period of the related stock options.  See Note 4 for further discussion.

Defined Pension Benefits and Other Postretirement Plans  We record annual amounts relating to defined benefit pension plan based on calculations, which include various actuarial assumptions such as discount rates and assumed rates of return depending on the pension plan.  Material changes in pension costs may occur in the future due to changes in the discount rate, changes in the expected long-term rate of return, changes in level of contributions to the plans and other factors.  The funded status is the difference between the fair value of plan assets and the benefit obligation.  We recognize changes in the funded status of postretirement defined benefit plans in the Statement of Assets and Liabilities in the year in which the changes occur and measure postretirement defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end.  We presently use March 31as the measurement date for all of our postretirement defined benefit plans.

Concentration of Risk  We place our idle cash in financial institutions, and at times, such balances may be in excess of the federally insured limits.

Recent Accounting Pronouncements

ASU No. 2009-05 – Fair Value Measurements and Disclosures (Topic 820):  Measuring Liabilities at Fair Value.  In August 2009, the FASB issued Accounting Standards Update (“ASU”) No.2009-05, “Measuring Liabilities at Fair Value” (“ASU 2009-05”), which amends ASC 820-10.  ASU 2009-05 provides clarification in circumstances when a quoted price in an active market for an identical liability is not available.  In such instances, a reporting entity is required to measure fair value utilizing a valuation technique that uses (1) the quoted price of the identical liability when traded as an asset; (2) the quoted prices for similar liabilities when traded as an asset; or (3) another valuation technique that is consistent with the existing principles of ASC Topic 820, such as an income or market approach.  ASU 2009-05 clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability.  Additionally, ASU 2009-05 clarifies that both a quoted price in an active market for an identical liability at the measurement date and the quoted price for an identical liability when traded as an asset in an active market, when no adjustment to the quoted price of the asset are required, are Level 1 fair value measurements.  This ASU became effective for us for our fiscal year ended March 31, 2010 and did not have a material impact on our consolidated financial statements.

ASU No. 2009-12 – Fair Value Measurements and Disclosures (Topic 820):  Investments in Certain Entities That Calculate Net Asset Per Share (or Its Equivalent).  In September 2009, the FASB issued ASU 2009-12 “Investments in Certain Entities That Calculate Net Asset Per Share (or Its Equivalent),” which provides further guidance for measuring the fair value of investments in certain entities that calculate net asset value per share or its equivalent; provided the investment does not have a readily determined fair value and the net asset value is calculated in a manner that is consistent with ASC Topic 946-Financial Services-Investment Companies, as of the reporting entities’ measurement date, including the measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820.  In such instances, a reporting entity is permitted to estimate the fair value of an investment using the net asset value per share.  This ASU became effective for us for our fiscal year ended March 31, 2010 and did not have a material impact on our consolidated financial statements.
 
 
 
20

 
 
Notes to Consolidated Financial Statements
(continued)

ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures About Fair Value Measurements.  In January 2010, the FASB issued ASU 2010-06 “Improving Disclosures About Fair Value Measurements,” which adds new requirements for disclosures about transfers into and out of Level 1 and 2 and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements.  It also clarifies existing fair value disclosures about the level of disaggregation, inputs and valuation techniques.  ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010.  Adoption of ASU 2010-06 is not expected to have a significant impact on the Company’s financial condition and results of operation.

2.           Investments

We fair value our investments in accordance with GAAP as determined in good faith by our Board of Directors.  When available, we base the fair value of our investments on directly observable market prices or on market data derived for comparable assets.  For all other investments, inputs used to measure fair value reflect management’s best estimate of assumptions that would be used by market participants in pricing the investments in a hypothetical transaction.

The levels of fair value inputs used to measure our investments are characterized in accordance with the fair value hierarchy established by ASC Topic 820, “Fair Value Measurements and Disclosures”.  We use judgment and consider factors specific to the investment in determining the significance of an input to a fair value measurement.  While management believes our valuation methodologies are appropriate and consistent with market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.  The three levels of the fair value hierarchy and investments that fall into each of the levels are described below:

·  
Level 1:  Investments whose values are based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.  We use Level 1 inputs for publicly traded unrestricted securities.  Such investments are valued at the closing price for listed securities and at the lower of the closing bid price or the closing sale price for over-the-counter (NASDAQ) securities on the valuation date.

·  
Level 2: Investments whose values are based on observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument in non-active markets, quoted prices for similar instruments in active markets and similar data.  We did not value any of our investments using Level 2 inputs as of June 30, 2010.

·  
Level 3: Investments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.  These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the investment.  We use Level 3 inputs for measuring the fair value of substantially all of our investments.  See “Notes to Consolidated Schedule of Investments” (c) on page 15 for the investment policy used to determine the fair value of these investments.

As required by ASC 820, when the inputs used to measure a fair value fall within different levels of the hierarchy, the level within the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3).  We conduct reviews of fair value hierarchy on a quarterly basis.  Changes in the observability of valuation inputs may result in a reclassification of certain assets.
 
 
 
21

 
 
 
Notes to Consolidated Financial Statements
(continued)

The following fair value hierarchy tables set forth our investment portfolio by level as of June 30, 2010 and June 30, 2009 (in millions):
 
     
Fair Value Measurements
at 6/30/2010 Using
 
Total
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Debt
$  16.9
 
 
$     -
 
 
$    -
   
$16.9
 
Partnership Interests
9.2
 
 
-
   
-
 
 
$9.2
 
Preferred Equity
34.1
 
 
-
 
 
-
 
 
$34.1
 
Common Equity
353.6
 
 
16.9
   
-
 
 
$336.7
 
Total Investments
$413.8
 
 
$16.9
 
 
$    -
   
 
$396.9
 

     
Fair Value Measurements
at 6/30/2009 Using
 
Total
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
 Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Debt
$  12.2
 
 
$     -
 
 
$    -
 
 
$  12.2
 
Partnership Interests
8.6
 
 
-
   
-
   
8.6
 
Preferred Equity
16.6
 
 
-
 
 
-
 
 
16.6
 
Common Equity
372.5
 
 
16.6
 
 
-
 
 
355.9
 
Total Investments
$409.9
 
 
$16.6
 
 
$    -
 
 
$393.3
 

The following table provides a summary of changes in the fair value of investment assets and liabilities measured using Level 3 inputs during the three months ended June 30, 2010 (in millions):
 
   
Fair Value
3/31/2010
 
Net Unrealized
 Appreciation
 (Depreciation)
 
Net
Changes
from
Unrealized
to Realized
 
New
Investments
 
Divestitures
 
Fair Value
6/30/2010
Debt
 
$  14.6
 
 
$0.4
 
 
$      -
 
 
$1.9
 
 
$    -
 
 
$  16.9
 
Partnership Interest
 
$    8.6
 
 
$0.1
 
 
$      -
 
 
$0.5
 
 
$    -
 
 
$    9.2
 
Preferred Equity
 
$  35.3
 
 
-$1.2
 
 
$      -
   
$    -
   
$    -
 
 
$  34.1
 
Common Equity
 
$398.4
 
 
$5.6
 
 
-$66.5
 
 
$3.7
 
 
-$4.5
 
 
$336.7
 
Total Investments
 
$456.9
 
 
$4.9
 
 
-$66.5
 
 
$6.1
   
-$4.5
 
 
$396.9
 

 

The total unrealized gains for the three month periods ended June 30, 2010 and 2009 included in earnings that related to assets still held at report date were $746,986 and $10,249,269, respectively
 
 
22

 
 
Notes to Consolidated Financial Statements
(continued)

3.           Income Taxes

We operate to qualify as a RIC under Subchapter M of the IRC.  In order to qualify as a RIC, we must annually distribute at least 90% of our taxable ordinary income, based on our tax year, to our shareholders in a timely manner.  Ordinary income includes net short-term capital gains but excludes net long-term capital gains.  A RIC is not subject to federal income tax on the portion of its ordinary income and long-term capital gains that are distributed to its shareholders, including “deemed distributions” discussed below.  As permitted by the Code, a RIC can designate dividends paid in the subsequent tax year as dividends of current year ordinary income and net long-term gains if those dividends are both declared by the extended due date of the RIC’s federal income tax return and paid to shareholders by the last day of the subsequent tax year.  We have distributed or intend to distribute sufficient dividends to eliminate taxable income for our completed tax years.  If we fail to satisfy the 90% distribution requirement or otherwise fail to qualify as a RIC in any tax year, we would be subject to tax in such year on all of our taxable income, regardless of whether we made any distributions to our shareholders.  Additionally, we are also subject to a nondeductible federal excise tax of 4% if we do not distribute at least 98% of our investment company ordinary taxable income before the end of our tax year.  We have a calendar tax year end of December 31.
 
We have distributed or intend to distribute sufficient dividends to eliminate taxable income for our completed tax years.  If we fail to satisfy the 90% distribution requirement or otherwise fail to qualify as a RIC in any tax year, we would be subject to tax in such year on all of our taxable income, regardless of whether we made any distributions to our shareholders.  For the tax year ended December 31, 2009 and 2008, we declared and paid ordinary dividends in the amount of $2,993,310 and $12,256,745, respectively.

Additionally, we are subject to a nondeductible federal excise tax of 4% if we do not distribute at least 98% of our investment company ordinary taxable income before the end of our tax year.  For the tax years ended December 31, 2009, we distributed 100% of our investment company ordinary taxable income.  As a result, we have made no tax provisions for income taxes on ordinary taxable income for the tax years ended December 31, 2009.

A RIC may elect to retain its long-term capital gains by designating them as “deemed distribution” to its shareholders and paying a federal tax rate of 35% on the long-term capital gains for the benefit of its shareholders.  Shareholders then report their share of the retained capital gains on their income tax returns as if it had been received and report a tax credit for tax paid on their behalf by the RIC.  Shareholders then add the amount of the “deemed distribution” net of such tax, to the basis of their shares.  For the tax year ended December 31, 2009, we have estimated net long-term capital gains of $2,327,150 for tax purposes and $1,682,616 for book purposes, which we elected to retain and treat as deemed distributions to our shareholders.  In order to make the election to retain capital gains, we incurred federal taxes on behalf of our shareholders in the amount of $814,502 for the tax year ended December 31, 2009.  As of December 31, 2009, we did not have any undistributed long-term capital gains since they are being treated as distributed through the “deemed distribution.”  Based on our June 10, 2010 sale of Lifemark Group to NorthStar Memorial Group LLC, we have recognized an estimated long-term capital gain of $74,015,364, net of $1,218,855 of transfer taxes incurred related to the transfer of real estate at sale, and expect to incur estimated federal taxes on behalf of our shareholders in the amount of $25,900,000 as a result of this transaction.  As a RIC, our taxes are only recorded on the last day of our tax year, December 31; therefore we have not recognized the tax impact of this transaction in our consolidated financial statements.  We will recognize and report taxes due from net long-term capital gains in our December 31, 2010 consolidated financial statements.

For the quarters ended June 30, 2010 and 2009, CSC and CSVC qualified to be taxed as RICs.  We intend to meet the applicable qualifications to be taxed as a RIC in future years.  Management feels it is probable that we will maintain our RIC status for a period longer than one year.  However, either Company’s ability to meet certain portfolio diversification requirements of RICs in future years may not be controllable by such company.

 CSMC, a wholly owned subsidiary of CSC, is not a RIC and is required to pay taxes at the current corporate rate.  The Company sponsors a qualified defined benefit pension plan which covers its employees and employees of certain of its wholly owned portfolio companies.  Deferred taxes related to the qualified defined pension plan are recorded as incurred.
 
 
 
23

 

Notes to Consolidated Financial Statements
(continued)

4.           Employee Stock Option Plans

On July 20, 2009, shareholders approved the Company’s 2009 Stock Incentive Plan (the “2009 Plan”), which provides for the granting of stock options to employees and officers of the Company and authorizes the issuance of common stock upon exercise of such options for up to 140,000 shares.  All options are granted at or above market price, generally expire up to ten years from the date of grant and are generally exercisable on or after the first anniversary of the date of grant in five annual
installments.  Options to purchase 38,750 shares at a price of $76.74 (market price at the time of the grant) were granted on October 19, 2009 and remain outstanding, thus leaving a total of 101,250 options available for future grant.  Additionally, options to purchase 20,000 shares at a price of $95.79 (market price at time of the grant) were granted on March 22, 2010.  All 58,750 shares remain outstanding, thus leaving 81,250 options available for grant under the plan.

The Company previously granted stock options under its 1999 Stock Option Plan (the “1999 Plan”), as approved by shareholders on July 19, 1999.  The 1999 Plan expired on April 19, 2009.  Options previously made under the Company’s 1999 Stock Option Plan and outstanding on July 20, 2009 continue in effect governed by provisions of the 1999 plan.  All options granted under the 1999 Plan were granted at or above market price, generally expire up to ten years from the date of grant and are generally exercisable on or after the first anniversary of the date of grant in five to ten annual installments.

We recognize compensation cost over the straight-line method for all share-based payments granted on or after that date and for all awards granted to employees prior to April 1, 2006 that remain unvested on that date.  The fair value of stock options are determined on the date of grant using the Black-Scholes pricing model and are expensed over the vesting period of the related stock options.  Accordingly, for the quarters ended June 30, 2010 and 2009, we recognized compensation expense of $223,217 and $141,525, respectively.

As of June 30, 2010, the total remaining unrecognized compensation cost related to non-vested stock options was $3,109,175, will be amortized over the weighted-average service period of approximately 3.8 years.
 
The following table summarizes the 2009 Plan and the 1999 Plan price per option at grant date using the Black-Scholes pricing model:
 
 
       
Black-Scholes Pricing Model Assumptions
Date of Issuance
 
Weighted
Average
Fair
Value
 
Expected
Dividend
Yield
 
Risk-
Free
Interest
Rate
 
Expected
Volatility
 
Expected
Life
(in
years)
2009 Plan
               
March 22, 2010
 
 $  32.56
 
0.84%
 
2.43%
 
37.8%
 
5
October 19, 2009
 
 $  25.36
 
1.04%
 
2.36%
 
37.6%
 
5
                     
1999 Plan
               
July 30, 2008
 
 $  29.93
 
0.62%
 
3.36%
 
20.2%
 
5
July 21, 2008
 
 $  27.35
 
0.67%
 
3.41%
 
20.2%
 
5
July 16, 2007
 
 $  41.78
 
0.39%
 
4.95%
 
19.9%
 
5
July 17, 2006
 
 $  33.05
 
0.61%
 
5.04%
 
21.2%
 
7
May 15, 2006
 
 $  31.28
 
0.64%
 
5.08%
 
21.1%
 
7

 
 
 
 
24

 
 
Notes to Consolidated Financial Statements
(continued)

The following table summarizes activity in the 2009 Plan and the 1999 Plan as of June 30, 2010:

   
Number
 
Weighted-Average
   
of shares
 
Exercise Price
2009 Plan
           
Balance at March 31, 2010
    58,750       $  83.23  
   Granted
           
Exercised
           
Canceled
           
Balance at June 30, 2010
    58,750       $  83.23  
                 
1999 Plan
               
Balance at March 31, 2010
    107,900       $114.78  
   Granted
           
Exercised
           
Canceled
           
Balance at June 30, 2010
    107,900       $114.78  
Combined Balance at June 30, 2010
    166,650       $103.65  
 
At June 30, 2010, the range of exercise prices and weighted-average remaining contractual life of outstanding options was $65.00 to $152.98 and 3.8 years, respectively.  The number of options exercisable under the 2009 Plan and the 1999 Plan, at June 30, 2010, was 38,960 with a weighted-average exercise price of $107.94.  No options were exercised during the quarter ended June 30, 2010.

5.         Summary of Per Share Information
   
Three Months Ended
   
June 30
   
2010
 
2009
Investment income
    $      .79       $       .32  
Operating expenses
    (.26 )     (.19 )
Income taxes
    (.01 )     (.01 )
Net investment income
    .52       .12  
Distributions from undistributed
               
  net investment income
    (.40 )     ( .40 )
Net realized gain (loss) net of tax
    19.78        
Net increase (decrease) in unrealized
               
  appreciation of investments
    (17.57 )     2.74  
Change in pension plan funded status
          (.07 )
Stock option expense
    .06       .04  
Increase (decrease) in net asset value
    2.39       2.43  
                 
Net asset value:
               
 Beginning of period
    130.14       110.98  
 End of period
    $132.53       $113.41  
Shares outstanding at end of period
               
     (000s omitted)
    3,742       3,742  

 
 
 
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Notes to Consolidated Financial Statements
(continued)

6.         Contingencies and Commitments

From time to time the Company may be liable for claims against its portfolio companies.  We do not believe the effects of such claims would have a material impact on our results of operations and financial condition.

The Company has future commitments, subject to specific conditions, to invest up to $4,426,994 in six portfolio companies.

7.
Subsequent Events

The Company has evaluated all subsequent events through August 5, 2010, the date of the filing of this Form 10-Q.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


Forward-Looking Statements

The information contained herein may contain “forward-looking statements” based on our current expectations, assumptions and estimates about us and our industry.  These forward-looking statements involve risks and uncertainties.  Words such as “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “will,” “may,” “might,” “could,” “continue” and other similar expressions identify forward-looking statements.  In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.  Our actual results could differ materially from those anticipated in the forward-looking statements as a result of several factors more fully described in “Risk Factors” and elsewhere in this Form 10-Q, and in our Form 10-K for the year ended March 31, 2010, filed with the SEC on May 28, 2010.  The forward-looking statements made in this Form 10-Q related only to events as of the date on which the statements are made.  You should read the following discussion in conjunction with the consolidated financial statements and related footnotes and other financial information included in the Annual Report on Form 10-K for the year ended March 31, 2010.  We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Results of Operations

The composite measure of our financial performance in the Consolidated Statements of Operations is captioned “Increase in net assets from operations” and consists of three elements.  The first is “Net investment income,” which is the difference between 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 on investments”, which is the difference between the proceeds received from disposition of portfolio securities and their stated cost.  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.  It should be noted that the “Net realized gain 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 “unrealized” to “realized.”  Conversely, when a loss is realized on a depreciated portfolio security, an increase in net unrealized appreciation occurs.
 
 
 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)

Net asset value at June 30, 2010 was $495,887,245, equivalent to $132.53 per share.  Assuming reinvestment of all dividends and tax credits on retained long-term capital gains, the June 30, 2010 net asset value reflects an increase of 2.3% during the past three months as well as an increase of 18.0% during the past twelve months.

   
June 30,
   
March 31,
   
June 30,
 
   
2010
   
2010
   
2009
 
Net assets
  $ 495,887,245     $ 486,925,586     $ 424,377,993  
Shares outstanding
    3,741,638       3,741,638       3,741,638  
Net assets per share
  $ 132.53     $ 130.14     $ 113.41  

Net Investment Income

Interest income of $300,551 for the three months ended June 30, 2010 decreased slightly from $322,808 for the three months ended June 30, 2009 as a result of lower interest rates and reduced interest received from portfolio companies.  During the three months ended June 30, 2010 and 2009, we recorded dividend income from the following sources:

   
     Three Months Ended
   
        June 30,
   
2010
   
2009
 
Alamo Group Inc.
  $ 169,818     $ 169,818  
Balco, Inc.
    1,817,502       -  
Encore Wire Corporation
    81,735       81,735  
The RectorSeal Corporation
    240,000       240,000  
TCI Holdings, Inc
    20,318       20,318  
The Whitmore Manufacturing Company
    60,000       60,000  
Dennis Tool Company
    -       12,499  
    $ 2,389,373     $ 584,370  

Net Realized Gain on Investments

During the three months ended June 30, 2010, we sold all of our shares of common stock of Lifemark Group to NorthStar Memorial Group LLC generating net cash proceeds of $74,822,145 and $3,703,619 of carved out real estate and assets, which were directly transferred to CapStar Holding Company. As a result, we recognized net realized gains on investments of $74,015,364 before taxes.  We expect to incur an estimated $25,900,000 of income taxes to be paid on behalf of our shareholder, related to the Lifemark divestiture.  Transfer taxes in the amount of $1,218,855 related to the transfer of real estate were deducted from the realized gain on transaction.
 
 
 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)

Net Increase (Decrease) in Unrealized Appreciation of Investments

Set forth in the following table are the significant increases and decreases in unrealized appreciation by portfolio company:

   
          Three Months Ended
 
   
                June 30,
 
   
2010
   
2009
 
Alamo Group Inc.
  $ 3,537,875     $ -  
All Components, Inc.
    (454,925 )     3,000,000  
Atlantic Capital Bancshares, Inc..
    (1,575,000 )      
Balco, Inc.
    (1,400,000 )     1,400,000  
CMI Holding Company, Inc.
    (4,132,758 )      
Encore Wire Corporation
    (6,130,125 )      
Extreme International, Inc.
    1,095,000       900,000  
Lifemark Group
    (66,489,600 )      
The RectorSeal Corporation
    9,800,000        

During the three months ended June 30, 2010, the value of our investments decreased by $65,742,614.  This change in unrealized appreciation of investments includes a $66,489,600 reduction related to the aforementioned sale of Lifemark Group.  Excluding the Lifemark Group unrealized appreciation at March 31, 2010, net unrealized appreciation of investments for the three months ended June 30, 2010 increased by $746,896.  The largest increases in unrealized appreciation are attributable to RectorSeal Corporation, which increased $9,800,000 attributable to improved earnings; Alamo Group, which increased $3,537,875 due to an increase in their stock price and Extreme International, Inc., which increased $1,095,000 also due to improved earnings.  Offsetting the increases were a $6,130,125 decrease in Encore Wire Corporation, due to a decrease in their stock price; a 4,132,758 decrease in CMI Holding Company, a $1,575,000 decrease in Atlantic Capital Bancshares, Inc., $454,925 decrease in All Components, Inc. and $1,400,000 decrease in Balco, Inc., all due to slowdowns in their respective business segments.

A description of the investments listed above and other material components of the investment portfolio are included in this report under the caption “Consolidated Schedule of Investments – June 30, 2010 and 2009.”

Portfolio Investments

During the quarter ended June 30, 2010, we made investments of $2,394,724 in existing portfolio companies and $3,703,619 in a new portfolio company.

We have agreed, subject to certain conditions, to invest up to $4,426,994 in six portfolio companies.

Financial Liquidity and Capital Resources

At June 30, 2010, we had cash and cash equivalents of approximately $78.0 million.  Pursuant to Small Business Administration (SBA) regulations, cash and cash equivalents of $2.5 million held by Capital Southwest Venture Corporation (CSVC) may not be transferred or advanced to us without the consent of the SBA.
 
 
 
 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(continued)

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 40 years.  Retention of future gains is viewed as an important source of funds to sustain our investment activity.  Approximately $16.8 million of our investment portfolio is represented by unrestricted publicly-traded securities, and represent a source of liquidity as of June 30, 2010.

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

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

Application of Critical Accounting Policies and Accounting Estimates

There have been no changes during the quarter ended June 30, 2010 to the critical accounting policies or the areas that involve the use of significant judgments and estimates we described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2010. 

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.

Our investment performance is a function of our portfolio companies’ profitability, which may be affected by economic cycles, competitive forces, foreign currency fluctuations and production costs including labor rates, raw material prices and certain commodity prices.  Most of the companies in our investment portfolio do not hedge their exposure to raw material and commodity price fluctuations.  However, the portfolio company with the greatest exposure to foreign currency fluctuations generally hedges its exposure.  All of these factors may have an adverse effect on the value of our investments and on our net asset value.

Our investment in portfolio securities includes fixed-rate debt securities which totaled $16,900,931 at June 30, 2010, equivalent to 4.1% 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 stock 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.
 
 
 
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Item 3.   Quantitative and Qualitative Disclosure About Market Risk
(continued)


Item 4.  Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of our management, including the Chairman of the Board and President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934).  Based on that evaluation, the Chairman of the Board and President and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and is accumulated and communicated to management, including the Chairman of the Board and President and Chief Financial Officer, as appropriate, to allow timely decisions regarding such required disclosure.

During the fiscal quarter ended June 30, 2010, there were no changes to the internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

We may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise.  Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies.  We have no current pending legal proceedings to which we are party or to which any of our property is subject.

Item 1A. Risk Factors

There have been no material changes to our risk factors disclosed in Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the fiscal year ended March 31, 2010.
 
 
 
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Item 6.              Exhibits

(a)  
Exhibits
Exhibit 31.1- Certification of Chairman of the Board and President 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 Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, filed herewith.

Exhibit 32.1- Certification of Chairman of the Board and President 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 Chief Financial Officer 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.
 
 
 
 
 
 
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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, 2010
By:
 /s/ Gary L. Martin  
    Gary L. Martin, Chairman of the Board and President   
       

       
Date:  August 5, 2010
By:
 /s/ Tracy L. Morris  
    Tracy L. Morris, Chief Financial Officer  
       
       



 
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