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, 2021

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: 814-00061

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.)

5400 Lyndon B Johnson Freeway, Suite 1300, Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (214) 238-5700
Securities registered pursuant to Section 12(b) of the Act:
   
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.25 par value per share CSWC The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X No       

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes        No       

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
x
Smaller reporting company
¨
Emerging growth company
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes        No X

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

22,199,952 shares of Common Stock, $0.25 value per share, as of July 30, 2021.


TABLE OF CONTENTS
Page
3
3
4
5
6
7
28
69
71
86
87
88
88
88
88
88
88
89
90



Table of Contents
PART I – FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except shares and per share data)
June 30, March 31,
2021 2021
(Unaudited)
Assets
Investments at fair value:
Non-control/Non-affiliate investments (Cost: $639,438 and $540,556, respectively) $ 651,940  $ 546,028 
Affiliate investments (Cost: $90,848 and $90,201, respectively) 85,435  85,246 
Control investments (Cost: $76,000 and $72,800, respectively) 61,272  57,158 
Total investments (Cost: $806,286 and $703,557, respectively) 798,647  688,432 
Cash and cash equivalents 16,543  31,613 
Receivables:
Dividends and interest 11,197  10,533 
Escrow 975  1,150 
Other 5,107  171 
Income tax receivable 15  155 
Debt issuance costs (net of accumulated amortization of $3,813 and $3,582, respectively) 2,416  2,246 
Other assets 1,148  1,284 
Total assets $ 836,048  $ 735,584 
Liabilities
October 2024 Notes (Par value: $125,000 and $125,000, respectively) $ 123,041  $ 122,879 
January 2026 Notes (Par value: $140,000 and $140,000, respectively) 138,504  138,425 
Credit facility 190,000  120,000 
Other liabilities 9,378  11,655 
Accrued restoration plan liability 2,937  2,979 
Income tax payable 117  50 
Deferred tax liability 3,976  3,345 
Total liabilities 467,953  399,333 
Commitments and contingencies (Note 10)
Net Assets
Common stock, $0.25 par value: authorized, 40,000,000 shares; issued, 24,539,464 shares at June 30, 2021 and 23,344,836 shares at March 31, 2021 6,135  5,836 
Additional paid-in capital 384,379  356,447 
Total distributable earnings (loss) 1,518  (2,095)
Treasury stock - at cost, 2,339,512 shares (23,937) (23,937)
Total net assets 368,095  336,251 
Total liabilities and net assets $ 836,048  $ 735,584 
Net asset value per share (22,199,952 shares outstanding at June 30, 2021 and 21,005,324 shares outstanding at March 31, 2021) $ 16.58  $ 16.01 

The accompanying Notes are an integral part of these Consolidated Financial Statements.
3
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except shares and per share data)
Three Months Ended
June 30,
2021 2020
Investment income:
Interest income:
Non-control/Non-affiliate investments $ 13,953  $ 10,069 
Affiliate investments 1,648  2,576 
Control investments —  — 
Dividend income:
Non-control/Non-affiliate investments 1,060  183 
Affiliate investments —  — 
Control investments 1,597  1,774 
Interest income from cash and cash equivalents 1  3 
Fees and other income 320  559 
Total investment income 18,579  15,164 
Operating expenses:
Compensation 1,432  1,720 
Share-based compensation 1,076  612 
Interest 4,955  4,328 
Professional fees 701  570 
General and administrative 976  765 
Total operating expenses 9,140  7,995 
Income before taxes 9,439  7,169 
Federal income, excise and other taxes 200  210 
Deferred taxes 196  140 
Total income tax expense 396  350 
Net investment income $ 9,043  $ 6,819 
Realized (loss) gain
Non-control/Non-affiliate investments $ (952) $ (5,547)
Affiliate investments —  — 
Control investments —  — 
Total net realized loss on investments, net of tax (952) (5,547)
Net unrealized appreciation (depreciation) on investments
Non-control/Non-affiliate investments 7,030  6,905 
Affiliate investments (458) (2,967)
Control investments 914  4,191 
Income tax (provision) benefit (435) (524)
Total net unrealized appreciation (depreciation) on investments, net of tax 7,051  7,605 
Net realized and unrealized gains on investments 6,099  2,058 
Net increase in net assets from operations $ 15,142  $ 8,877 
Pre-tax net investment income per share - basic and diluted $ 0.45  $ 0.40 
Net investment income per share – basic and diluted $ 0.43  $ 0.38 
Net increase in net assets from operations – basic and diluted $ 0.71  $ 0.49 
Weighted average shares outstanding – basic and diluted 21,201,884  18,147,888 

The accompanying Notes are an integral part of these Consolidated Financial Statements.
4
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
(In thousands)
2021 2020
Net assets, March 31 $ 336,251  $ 272,222 
Operations:
Net investment income 9,043  6,819 
Net realized (loss) gain on investments (952) (5,547)
Net unrealized appreciation (depreciation) on investments, net of tax 7,051  7,605 
Net increase in net assets from operations 15,142  8,877 
Dividends to shareholders ($0.53 and $0.51 per share, respectively) (11,528) (9,480)
Capital share transactions:
Change in restoration plan liability 9  9 
Issuance of common stock 27,686  5,622 
Share-based compensation expense 1,076  612 
Common stock withheld for payroll taxes upon vesting of restricted stock (541) (3)
Increase in net assets 31,844  5,637 
Net assets, June 30 $ 368,095  $ 277,859 

The accompanying Notes are an integral part of these Consolidated Financial Statements.
5
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended
June 30,
2021 2020
Cash flows from operating activities
Net increase in net assets from operations $ 15,142  $ 8,877 
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchases and originations of investments (107,285) (37,757)
Proceeds from sales and repayments of debt investments in portfolio companies 4,120  7,624 
Proceeds from sales and return of capital of equity investments in portfolio companies 1,632  — 
Payment of accreted original issue discounts 41  14 
Depreciation and amortization 502  453 
Net pension benefit (33) (27)
Realized loss (gain) on investments before income tax 1,135  5,560 
Net unrealized (appreciation) depreciation on investments before income tax (7,486) (8,129)
Accretion of discounts on investments (688) (519)
Payment-in-kind interest and dividends (1,761) (899)
Share-based compensation expense 1,076  612 
Deferred income taxes 631  664 
Changes in other assets and liabilities:
(Increase) decrease in dividend and interest receivable (622) 462 
Decrease in escrow receivables 209  493 
Decrease (increase) in tax receivable 140  (200)
Increase in other receivables (4,936) (151)
Decrease in other assets 100  263 
Increase (decrease) in taxes payable 67  (46)
Decrease in other liabilities (2,277) (193)
Net cash used in operating activities (100,293) (22,899)
Cash flows from financing activities
Proceeds from common stock offering 27,696  5,624 
Borrowings under credit facility 70,000  28,000 
Debt issuance costs paid (404) — 
Dividends to shareholders (11,528) (9,480)
Common stock withheld for payroll taxes upon vesting of restricted stock (541) (3)
Net cash provided by financing activities 85,223  24,141 
Net (decrease) increase in cash and cash equivalents (15,070) 1,242 
Cash and cash equivalents at beginning of period 31,613  13,744 
Cash and cash equivalents at end of period $ 16,543  $ 14,986 
Supplemental cash flow disclosures:
Cash paid for income taxes $ —  $ 379 
Cash paid for interest 4,539  2,996 





The accompanying Notes are an integral part of these Consolidated Financial Statements.
6
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(Unaudited)
June 30, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost18
Fair Value4
Non-control/Non-affiliate Investments5
AAC NEW HOLDCO INC. First Lien Healthcare services 10.00%, 8.00% PIK 12/11/2020 6/25/2025 $ 8,144  $ 8,144  $ 7,899 
374,543 shares common stock — 12/11/2020 — —  2,198  2,198 
Warrants (Expiration - December 11, 2025) — 12/11/2020 — —  1,785  1,785 
12,127  11,882 
ACCELERATION PARTNERS, LLC8,13
First Lien Media, marketing & entertainment L+8.20% (Floor 1.00%)/Q, Current Coupon 9.20% 12/1/2020 12/1/2025 8,750  8,511  8,750 
Delayed Draw Term Loan10
L+8.20% (Floor 1.00%)/Q, Current Coupon 9.20% 12/1/2020 12/1/2025 3,125  3,048  3,125 
1,000 Preferred Units9
— 12/1/2020 — —  1,000  1,000 
1,000 Class A Common Units9
— 12/1/2020 — —  —  — 
12,559  12,875 
ACE GATHERING, INC.
Second Lien15
Energy services (midstream) L+8.50% (Floor 2.00%)/Q, Current Coupon 10.50% 12/13/2018 12/13/2023 9,375  9,267  9,197 
ADAMS PUBLISHING GROUP, LLC First Lien Media, marketing & entertainment L+7.00% (Floor 1.75%)/Q, Current Coupon 8.75% 7/2/2018 7/2/2023 9,032  8,925  9,032 
ALLIANCE SPORTS GROUP, L.P. Senior subordinated debt Consumer products & retail 11.00% 8/1/2017 2/1/2023 11,521  11,439  11,521 
Unsecured convertible note 6.00% PIK 7/15/2020 9/30/2024 173  173  173 
3.88% membership preferred interest — 8/1/2017 — —  2,500  2,810 
14,112  14,504 
ALLOVER MEDIA, LLC
Revolving Loan10
Media, marketing & entertainment L+8.50% (Floor 1.00%) 3/10/2021 3/10/2026 —  (38) — 
First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.50% 3/10/2021 3/10/2026 13,000  12,753  13,000 
12,715  13,000 
7
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(Unaudited)
June 30, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost18
Fair Value4
AMERICAN NUTS OPERATIONS LLC13
First Lien - Term Loan Food, agriculture and beverage L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 4/10/2018 4/10/2023 16,975  16,831  16,975 
First Lien - Term Loan C10
L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 12/21/2018 4/10/2023 1,804  1,786  1,804 
3,000,000 units of Class A common stock9
— 4/10/2018 — —  3,000  2,752 
21,617  21,531 
AMERICAN TELECONFERENCING SERVICES, LTD. (DBA PREMIERE GLOBAL SERVICES, INC.)
First Lien16
Telecommunications L+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 9/21/2016 6/8/2023 5,915  5,865  2,597 
AMWARE FULFILLMENT LLC First Lien Distribution L+9.00% (Floor 1.00%)/M, Current Coupon 10.00% 7/29/2016 12/31/2021 17,149  17,087  17,149 
ASC ORTHO MANAGEMENT COMPANY, LLC13
Revolving Loan Healthcare services L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 8/31/2018 8/31/2023 1,500  1,487  1,437 
First Lien L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 8/31/2018 8/31/2023 8,781  8,692  8,412 
Second Lien 13.25% PIK 8/31/2018 12/1/2023 4,373  4,330  4,040 
2,042 Common Units9
— 8/31/2018 — —  750  356 
15,259  14,245 
BINSWANGER HOLDING CORP. First Lien Distribution L+8.00% (Floor 1.00%)/M, Current Coupon 9.00% 3/9/2017 3/9/2022 10,618  10,580  10,618 
900,000 shares of common stock — 3/9/2017 — —  900  924 
11,480  11,542 
BLASCHAK ANTHRACITE CORPORATION (FKA BLASCHAK COAL CORP.)
Second Lien- Term Loan15
Commodities & mining L+11.00% (Floor 1.00%)/Q, 3.00% PIK, Current Coupon 15.00% 7/30/2018 7/30/2023 8,883  8,795  8,226 
Second Lien- Term Loan B15
L+11.00% (Floor 1.00%)/Q, 3.00% PIK, Current Coupon 15.00% 3/30/2020 7/30/2023 2,055  2,028  1,903 
10,823  10,129 
8
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(Unaudited)
June 30, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost18
Fair Value4
BROAD SKY NETWORKS LLC13
Revolving Loan10
Telecommunications L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 12/11/2020 12/11/2025 500  456  496 
First Lien L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 12/11/2020 12/11/2025 14,963  14,690  14,843 
1,000,000 Series A Preferred units9
— 12/11/2020 — —  1,000  1,000 
16,146  16,339 
CALIFORNIA PIZZA KITCHEN, INC. First Lien Restaurants L+10.00% (Floor 1.50%)/Q, Current Coupon 11.50% 11/23/2020 11/23/2024 669  653  670 
First Lien Rolled Up 1.00%, L+11.00% PIK (Floor 1.50%)/Q, Current Coupon 13.50% 11/23/2020 11/23/2024 765  763  777 
Second Lien 1.00%, L+12.50% PIK (Floor 1.50%)/Q, Current Coupon 15.00% 11/23/2020 5/23/2025 843  843  854 
48,423 shares of common stock — 11/23/2020 — —  1,317  2,905 
3,576  5,206 
CAMIN CARGO CONTROL, INC. First Lien Energy services (midstream) L+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 6/2/2021 6/4/2026 6,000  5,941  5,941 
CAPITAL PAWN HOLDINGS, LLC First Lien Consumer products & retail L+7.25% (Floor 1.00%)/Q, Current Coupon 8.25% 12/21/2017 7/8/2023 8,854  8,841  8,854 
CHEMISTRY RX HOLDINGS, LLC First Lien Specialty chemicals L+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 3/15/2021 3/13/2026 8,000  7,848  7,984 
CITYVET, INC.13
Delayed Draw Term Loan10
Healthcare services L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 3/5/2021 3/5/2026 6,500  6,313  6,500 
271,739 Class A units9
— 3/5/2021 — —  500  802 
6,813  7,302 
CLICKBOOTH.COM, LLC
Revolving Loan10
Media, marketing & entertainment L+8.50% (Floor 1.00%)/Q 12/5/2017 1/31/2025 —  (5) — 
First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.50% 12/5/2017 1/31/2025 18,406  18,202  18,406 
18,197  18,406 
9
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(Unaudited)
June 30, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost18
Fair Value4
CRAFTY APES, LLC8
First Lien Media, marketing & entertainment L+6.46% (Floor 1.00%)/Q, Current Coupon 7.46% 6/9/2021 11/1/2024 10,000  9,901  9,901 
Delayed Draw Term Loan10
L+6.48% (Floor 1.00%) 6/9/2021 11/1/2024 —  —  — 
9,901  9,901 
DANFORTH ADVISORS, LLC13
875 Class A equity units9
Business services — 9/28/2018 — —  875  3,012 
DRIVEN, INC. First Lien Business services L+8.00% (Floor 2.00%)/Q, Current Coupon 10.00% 6/28/2019 6/28/2024 5,790  5,713  5,790 
DUNN PAPER, INC. Second Lien Paper & forest products L+9.25% (Floor 1.00%)/M, Current Coupon 10.25% 9/28/2016 8/26/2023 3,000  2,977  2,928 
ELECTRONIC TRANSACTION CONSULTANTS LLC13
Revolving Loan10
Software & IT services L+7.50% (Floor 1.00%) 7/24/2020 7/24/2025 —  (53) — 
First Lien L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 7/24/2020 7/24/2025 10,000  9,852  9,850 
1,000 Class A units9
— 7/24/2020 — —  1,000  1,204 
10,799  11,054 
ESCP DTFS, INC. First Lien - Term Loan A Industrial services L+6.50% (Floor 1.75%)/Q, Current Coupon 8.25% 1/31/2020 1/31/2025 5,350  5,274  4,986 
First Lien - Term Loan B L+8.50% (Floor 1.75%)/Q, Current Coupon 10.25% 1/31/2020 1/31/2025 5,350  5,274  4,986 
Delayed Draw Term Loan B1 L+6.50% (Floor 1.75%), Current Coupon 8.25% 1/31/2020 1/31/2025 500  491  466 
Delayed Draw Term Loan B2 L+8.50% (Floor 1.75%), Current Coupon 10.25% 1/31/2020 1/31/2025 500  491  466 
11,530  10,904 
FAST SANDWICH, LLC
Revolving Loan10
Restaurants L+9.00% (Floor 1.00%) 5/24/2018 5/23/2023 —  (29) — 
First Lien L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 5/24/2018 5/23/2023 3,339  3,314  3,095 
3,285  3,095 
FLIP ELECTRONICS, LLC8,13
First Lien Technology products & components L+7.99% (Floor 1.00%)/M, Current Coupon 8.99% 1/4/2021 1/2/2026 15,500  15,190  15,500 
2,000,000 Common Units9
— 1/4/2021 — —  2,000  3,099 
17,190  18,599 
10
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(Unaudited)
June 30, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost18
Fair Value4
FOOD PHARMA SUBSIDIARY HOLDINGS, LLC13
Revolving Loan10
Food, agriculture & beverage L+6.50% (Floor 1.00%) 6/1/2021 6/1/2026 —  —  — 
First Lien L+6.50% (Floor 1.00%)/M, Current Coupon 7.50% 6/1/2021 6/1/2026 5,000  4,901  4,901 
Delayed Draw Term Loan10
L+6.50% (Floor 1.00%) 6/1/2021 6/1/2026 —  (37) — 
75,000 Class A Units9
— 6/1/2021 — —  750  750 
5,614  5,651 
GS OPERATING, LLC First Lien Distribution L+6.50% (Floor 1.50%)/M, Current Coupon 8.00% 3/6/2020 2/24/2025 6,984  6,876  6,984 
HYBRID APPAREL, LLC
Second Lien15
Consumer products & retail L+8.25% (Floor 1.00%)/Q, Current Coupon 9.25% 6/30/2021 6/30/2026 15,750  15,435  15,435 
IAN, EVAN, & ALEXANDER CORPORATION (DBA EVERWATCH)
Revolving Loan10
Aerospace & defense L+8.50% (Floor 1.00%) 7/31/2020 7/31/2025 —  (33) — 
First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.50% 7/31/2020 7/31/2025 9,543  9,378  9,543 
9,345  9,543 
ICS DISTRIBUTION, LLC8
First Lien Industrial services L+8.47% (Floor 2.00%)/Q, Current Coupon 10.47% 10/31/2019 10/29/2024 20,500  20,143  20,274 
JVMC HOLDINGS CORP. First Lien Financial services L+7.25% (Floor 1.00%)/M, Current Coupon 8.25% 2/28/2019 2/28/2024 6,932  6,889  6,856 
KLEIN HERSH, LLC
Revolving Loan10
Business services L+7.50% (Floor 0.75%)/S 11/13/2020 11/13/2025 —  (16) — 
First Lien L+7.50% (Floor 0.75%)/S, Current Coupon 8.25% 11/13/2020 11/13/2025 14,625  14,361  14,625 
14,345  14,625 
KMS, INC.17
First Lien15
Distribution L+6.00% (Floor 1.00%)/Q, Current Coupon 7.00% 1/5/2021 11/23/2025 16,000  15,927  16,000 
LANDPOINT HOLDCO, INC. First Lien Business services L+11.00% (Floor 1.00%)/Q, Current Coupon 12.00% 12/30/2019 12/30/2024 18,675  18,394  17,088 
11
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(Unaudited)
June 30, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost18
Fair Value4
LGM PHARMA, LLC13
First Lien Healthcare products L+8.50% (Floor 1.00%)/M, Current Coupon 9.50% 11/15/2017 11/15/2023 11,394  11,294  11,394 
Delayed Draw Term Loan L+10.00% (Floor 1.00%)/Q, Current Coupon 11.00% 7/24/2020 11/15/2023 2,481  2,445  2,481 
142,278.89 units of Class A common stock9
— 11/15/2017 — —  1,600  2,006 
15,339  15,881 
LIGHTING RETROFIT INTERNATIONAL, LLC (DBA ENVOCORE) First Lien Environmental services 7.50%, L+1.50% PIK (Floor 2.00%)/Q, Current Coupon 11.00% 6/30/2017 6/30/2022 14,151  14,117  12,128 
25,603 shares of Series C preferred stock — 8/13/2018 — —  25  — 
396,825 shares of Series B preferred stock — 6/30/2017 — —  500  — 
14,642  12,128 
MAKO STEEL LP
Revolving Loan10
Business services L+7.25% (Floor 0.75%)/Q, Current Coupon 8.00% 3/15/2021 3/13/2026 962  927  942 
First Lien L+7.25% (Floor 0.75%)/Q, Current Coupon 8.00% 3/15/2021 3/13/2026 8,093  7,939  7,923 
8,866  8,865 
NEUROPSYCHIATRIC HOSPITALS, LLC
Revolving Loan10
Healthcare services L+8.00% (Floor 1.00%) 5/14/2021 5/14/2026 —  (97) — 
First Lien L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 5/14/2021 5/14/2026 15,000  14,706  14,706 
Delayed Draw Term Loan10
L+8.00% (Floor 1.00%) 5/14/2021 5/14/2026 —  (97) — 
14,512  14,706 
NINJATRADER, INC.13
Revolving Loan10
Financial services L+6.75% (Floor 1.50%) 12/18/2019 12/18/2024 —  (5) — 
First Lien L+6.75% (Floor 1.50%)/Q, Current Coupon 8.25% 12/18/2019 12/18/2024 19,250  18,809  19,250 
Delayed Draw Term Loan10
L+6.75% (Floor 1.50%)/Q 12/31/2020 12/18/2024 —  (33) — 
2,000,000 Preferred Units9
— 12/18/2019 — —  2,000  8,115 
20,771  27,365 
12
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(Unaudited)
June 30, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost18
Fair Value4
NWN PARENT HOLDINGS, LLC
Revolving Loan10
Software & IT services L+6.50% (Floor 1.00%) 5/7/2021 5/7/2026 —  (35) — 
First Lien L+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 5/7/2021 5/7/2026 13,167  12,909  12,909 
12,874  12,909 
RESEARCH NOW GROUP, INC. Second Lien Business services L+9.50% (Floor 1.00%)/M, Current Coupon 10.50% 12/8/2017 12/20/2025 10,500  10,000  10,426 
ROSELAND MANAGEMENT, LLC
Revolving Loan10
Healthcare services L+7.00% (Floor 2.00%)/Q, Current Coupon 9.00% 11/9/2018 11/9/2023 500  483  500 
First Lien L+7.00% (Floor 2.00%)/Q, Current Coupon 9.00% 11/9/2018 11/9/2023 14,234  14,086  14,234 
13,811 Class A Units — 11/9/2018 — —  1,381  1,720 
15,950  16,454 
RTIC SUBSIDIARY HOLDINGS, LLC
Revolving Loan10
Consumer products & retail L+7.75% (Floor 1.25%) 9/1/2020 9/1/2025 —  (11) — 
First Lien L+7.75% (Floor 1.25%)/Q, Current Coupon 9.00% 9/1/2020 9/1/2025 7,092  7,015  7,092 
7,004  7,092 
SCRIP INC.8
First Lien Healthcare products L+9.62% (Floor 2.00%)/M, Current Coupon 11.62% 3/21/2019 3/21/2024 16,750  16,446  16,750 
100 shares of common stock — 3/21/2019 — —  1,000  1,264 
17,446  18,014 
SHEARWATER RESEARCH, INC.9
Revolving Loan10
Consumer products & retail L+6.25% (Floor 1.00%) 4/30/2021 4/30/2026 —  (47) — 
First Lien L+6.25% (Floor 1.00%)/Q, Current Coupon 7.25% 4/30/2021 4/30/2026 13,863  13,594  13,594 
Delayed Draw Term Loan10
L+6.25% (Floor 1.00%) 4/30/2021 4/30/2026 —  (32) — 
1,200,000 Class A Preferred Units — 4/30/2021 — —  978  978 
40,000 Class A Common Units — 4/30/2021 — —  33  33 
14,526  14,605 
13
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(Unaudited)
June 30, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost18
Fair Value4
STUDENT RESOURCE CENTER, LLC13
Revolving Loan10
Education L+8.00% (Floor 1.00%) 6/25/2021 6/25/2026 —  (26) — 
First Lien L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 6/25/2021 6/25/2026 20,000  19,601  19,601 
2,000 Preferred Units9
— 6/25/2021 — —  2,000  2,000 
21,575  21,601 
TRAFERA, LLC (FKA TRINITY 3, LLC)13
First Lien15
Technology products & components L+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 9/30/2020 9/30/2025 9,950  9,819  9,950 
896.43 Class A units9
— 11/15/2019 — —  1,205  2,736 
11,024  12,686 
USA DEBUSK, LLC First Lien Industrial services L+5.75% (Floor 1.00%)/M, Current Coupon 6.75% 2/25/2020 10/22/2024 7,880  7,769  7,880 
VISTAR MEDIA INC. First Lien Media, marketing & entertainment L+7.50%, 2.50% PIK (Floor 2.00%)/M, Current Coupon 12.00% 2/17/2017 4/3/2023 11,371  10,874  11,371 
171,617 shares of Series A preferred stock — 4/3/2019 — —  1,874  4,445 
Warrants (Expiration - April 3, 2029) — 4/3/2019 — —  620  1,461 
13,368  17,277 
VTX HOLDINGS, INC.8
First Lien Software & IT services L+8.95% (Floor 2.00%)/Q, Current Coupon 10.95% 7/23/2019 7/23/2024 21,575  21,207  21,575 
1,397,707 Series A Preferred units — 7/23/2019 — —  1,398  1,654 
22,605  23,229 
ZENFOLIO INC. Revolving Loan Business services L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 7/17/2017 7/17/2023 2,000  1,993  1,820 
First Lien L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 7/17/2017 7/17/2023 14,888  14,738  13,548 
16,731  15,368 
Total Non-control/Non-affiliate Investments $ 639,438  $ 651,940 
14
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(Unaudited)
June 30, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost18
Fair Value4
Affiliate Investments6
CENTRAL MEDICAL SUPPLY LLC13
Revolving Loan10
Healthcare services L+9.00% (Floor 1.75%)/Q, Current Coupon 10.75% 5/22/2020 5/22/2025 $ 300  $ 277  $ 276 
First Lien L+9.00% (Floor 1.75%)/Q, Current Coupon 10.75% 5/22/2020 5/22/2025 7,500  7,378  6,908 
Delayed Draw Capex Term Loan10
L+9.00% (Floor 1.75%)/Q, Current Coupon 10.75% 5/22/2020 5/22/2025 100  77  92 
875,000 Preferred Units9
— 5/22/2020 — —  875  249 
8,607  7,525 
CHANDLER SIGNS, LLC13
1,500,000 units of Class A-1 common stock9
Business services — 1/4/2016 — —  1,500  768 
DELPHI BEHAVIORAL HEALTH GROUP, LLC First Lien Healthcare services L+9.50% (Floor 1.00%)/S, Current Coupon 10.50% 4/8/2020 4/7/2023 1,414  1,414  1,398 
First Lien L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 4/8/2020 4/7/2023 1,607  1,607  1,525 
1,681.04 Common Units — 4/8/2020 — —  3,615  3,836 
6,636  6,759 
DYNAMIC COMMUNITIES, LLC13
Revolving Loan10
Business services L+3.75%, 7.75% PIK (Floor 1.00%) 7/17/2018 7/17/2023 —  (2) — 
First Lien L+3.75%, 7.75% PIK (Floor 1.00%)/Q, Current Coupon 12.50% 7/17/2018 7/17/2023 11,278  11,178  10,161 
Senior subordinated debt 25% PIK 12/4/2020 1/16/2024 395  395  395 
2,000,000 Preferred Units9
— 7/17/2018 — —  2,000  1,274 
13,571  11,830 
GRAMMATECH, INC.
Revolving Loan10
Software & IT services L+7.50% (Floor 2.00%) 11/1/2019 11/1/2024 —  (29) — 
First Lien L+7.50% (Floor 2.00%)/Q, Current Coupon 9.50% 11/1/2019 11/1/2024 11,500  11,355  11,224 
1,000 Class A units — 11/1/2019 — —  1,000  1,005 
12,326  12,229 
15
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(Unaudited)
June 30, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost18
Fair Value4
ITA HOLDINGS GROUP, LLC13
Revolving Loan10
Transportation & logistics L+7.00% (Floor 1.00%) 2/14/2018 2/14/2023 —  (22) — 
First Lien - Term Loan L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 2/14/2018 2/14/2023 10,071  10,009  10,061 
First Lien - Term B Loan L+10.00% (Floor 1.00%)/Q, Current Coupon 11.00% 6/5/2018 2/14/2023 5,036  4,990  5,101 
First Lien - PIK Note A 10.00% PIK 3/29/2019 2/14/2023 2,743  2,377  2,694 
First Lien - PIK Note B 10.00% PIK 3/29/2019 2/14/2023 108  108  106 
Warrants (Expiration - March 29, 2029)9
— 3/29/2019 — —  538  3,275 
9.25% Class A Membership Interest9
— 2/14/2018 — —  1,500  3,012 
19,500  24,249 
SIMR, LLC
First Lien16
Healthcare services L+17.00% (Floor 2.00%) PIK/M, Current Coupon 19.00% 9/7/2018 9/7/2023 13,884  13,750  11,885 
9,374,510.2 Class B Common Units — 9/7/2018 — —  6,107  — 
19,857  11,885 
SONOBI, INC.13
First Lien Media, marketing, & entertainment L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 9/17/2020 9/16/2025 8,500  8,351  8,500 
500,000 Class A Common Units9
— 9/17/2020 — —  500  1,690 
8,851  10,190 
Total Affiliate Investments $ 90,848  $ 85,435 
Control Investments7
I-45 SLF LLC9, 10, 11
80% LLC equity interest Multi-sector holdings — 10/20/2015 — —  $ 76,000  $ 61,272 
Total Control Investments $ 76,000  $ 61,272 
TOTAL INVESTMENTS12
$ 806,286  $ 798,647 

1All debt investments are income-producing, unless otherwise noted. Equity investments are non-income producing, unless otherwise noted.
2All of the Company’s investments and the investments of SBIC I (as defined below), unless otherwise noted, are pledged as collateral for the Company’s senior secured credit facility or in support of the SBA-guaranteed debentures to be issued by Capital Southwest SBIC I, LP, our wholly-owned subsidiary that operates as a small business investment company ("SBIC I"), respectively.
16
Table of Contents
3The majority of investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or Prime (“P”) and reset daily (D), monthly (M), quarterly (Q), or semiannually (S). For each investment, the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at June 30, 2021. Certain investments are subject to a LIBOR or Prime interest rate floor. Certain investments, as noted, accrue payment-in-kind ("PIK") interest.
4The Company's investment portfolio is comprised entirely of debt and equity securities of privately held companies for which quoted prices falling within the categories of Level 1 and Level 2 inputs are not readily available. Therefore, the Company values all of its portfolio investments at fair value, as determined in good faith by the Board of Directors, using significant unobservable Level 3 inputs. Refer to Note 4 for further discussion.
5Non-Control/Non-Affiliate investments are generally defined by the Investment Company Act of 1940, as amended (the “1940 Act”), as investments that are neither control investments nor affiliate investments. At June 30, 2021, approximately 81.6% of the Company’s investment assets were non-control/non-affiliate investments. The fair value of these investments as a percent of net assets is 177.1%.
6Affiliate investments are generally defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as control investments. At June 30, 2021, approximately 10.7% of the Company’s investment assets were affiliate investments. The fair value of these investments as a percent of net assets is 23.2%.
7Control investments are generally defined by the 1940 Act as investments in which more than 25% of the voting securities are owned. At June 30, 2021, approximately 7.7% of the Company’s investment assets were control investments. The fair value of these investments as a percent of net assets is 16.7%.
8The investment is structured as a first lien last out term loan.
9Indicates assets that are not considered "qualifying assets" under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. As of June 30, 2021, approximately 13.7% of the Company's assets are non-qualifying assets.
10The investment has an unfunded commitment as of June 30, 2021. Refer to Note 10 - Commitments and Contingencies for further discussion.
11Income producing through dividends or distributions.
12As of June 30, 2021, the cumulative gross unrealized appreciation for U.S. federal income tax purposes is approximately $46.3 million; cumulative gross unrealized depreciation for federal income tax purposes is $49.8 million. Cumulative net unrealized depreciation is $3.5 million, based on a tax cost of $797.5 million.
13Investment is held through a wholly-owned taxable subsidiary.
14The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments, which as of June 30, 2021 represented 217.0% of the Company's net assets or 95.5% of the Company's total assets, are generally subject to certain limitations on resale, and may be deemed "restricted securities" under the Securities Act.
15The investment is structured as a split lien term loan, which provides the Company with a first lien priority on certain assets of the obligor and a second lien priority on different assets of the obligor.
16Investment is on non-accrual status as of June 30, 2021, meaning the Company has ceased to recognize interest income on the investment.
17The investment is structured as a first lien first out term loan.
18Negative cost in this column represents the original issue discount of certain undrawn revolvers and delayed draw term loans.
A brief description of the portfolio company in which we made an investment that represents greater than 5% of our total assets as of June 30, 2021 is included in Note 13. Significant Subsidiaries.

The accompanying Notes are an integral part of these Consolidated Financial Statements.
17
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost16
Fair Value4
Non-control/Non-affiliate Investments5
AAC NEW HOLDCO INC. First Lien Healthcare services 10.00%, 8.00% PIK 12/11/2020 6/25/2025 $ 7,981  $ 7,981  $ 7,941 
374,543 shares common stock — 12/11/2020 — —  1,785  1,785 
Warrants (Expiration - December 11, 2025) — 12/11/2020 — —  2,198  2,198 
11,964  11,924 
ACCELERATION PARTNERS, LLC8,13
First Lien Media, marketing & entertainment L+8.21% (Floor 1.00%)/Q, Current Coupon 9.21% 12/1/2020 12/1/2025 8,750  8,500  8,750 
Delayed Draw Term Loan10
L+8.21% (Floor 1.00%)/Q, Current Coupon 9.21% 12/1/2020 12/1/2025 2,965  2,889  2,965 
1,000 Preferred Units9
— 12/1/2020 — —  1,000  1,000 
1,000 Class A Common Units9
— 12/1/2020 — —  —  — 
12,389  12,715 
ACE GATHERING, INC.
Second Lien15
Energy services (midstream) L+10.50% (Floor 2.00%)/Q, Current Coupon 12.50% 12/13/2018 12/13/2023 9,438  9,319  8,975 
ADAMS PUBLISHING GROUP, LLC First Lien Media, marketing & entertainment L+7.00% (Floor 1.75%)/Q, Current Coupon 8.75% 7/2/2018 7/2/2023 9,920  9,795  9,920 
ALLIANCE SPORTS GROUP, L.P. Senior subordinated debt Consumer products & retail 14.00% PIK 8/1/2017 2/1/2023 11,134  11,043  10,989 
Unsecured convertible note 6.00% PIK 7/15/2020 9/30/2024 173  173  173 
3.88% preferred membership interest — 8/1/2017 — —  2,500  2,500 
13,716  13,662 
ALLOVER MEDIA, LLC
Revolving Loan10
Media, marketing & entertainment L+8.50% (Floor 1.00%) 3/10/2021 3/10/2026 —  (39) — 
First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.50% 3/10/2021 3/10/2026 13,000  12,742  12,742 
12,703  12,742 
AMERICAN NUTS OPERATIONS LLC13
First Lien - Term Loan Food, agriculture and beverage L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 4/10/2018 4/10/2023 17,019  16,856  17,019 
First Lien - Term Loan C10
L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 12/21/2018 4/10/2023 1,804  1,785  1,804 
3,000,000 units of Class A common stock9
— 4/10/2018 — —  3,000  2,752 
21,641  21,575 
18
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost16
Fair Value4
AMERICAN TELECONFERENCING SERVICES, LTD. (DBA PREMIERE GLOBAL SERVICES, INC.) First Lien Telecommunications L+6.50% (Floor 1.00%)/Q, Current Coupon 7.50% 9/21/2016 6/8/2023 5,915  5,865  3,141 
Second Lien 0.5%, L+9.00% PIK (Floor 1.00%)/Q, Current Coupon 10.50% 11/3/2016 6/6/2024 2,341  2,317  55 
8,182  3,196 
AMWARE FULFILLMENT LLC First Lien Distribution L+9.00% (Floor 1.00%)/M, Current Coupon 10.00% 7/29/2016 12/31/2021 17,407  17,315  17,407 
ASC ORTHO MANAGEMENT COMPANY, LLC13
Revolving Loan Healthcare services L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 8/31/2018 8/31/2023 1,500  1,485  1,410 
First Lien L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 8/31/2018 8/31/2023 8,854  8,756  8,322 
Second Lien 13.25% PIK 8/31/2018 12/1/2023 4,237  4,191  3,822 
2,042 Common Units9
— 8/31/2018 — —  750  356 
15,182  13,910 
BINSWANGER HOLDING CORP. First Lien Distribution L+8.50% (Floor 1.00%)/M, Current Coupon 9.50% 3/9/2017 3/9/2022 10,942  10,890  10,942 
900,000 shares of common stock — 3/9/2017 — —  900  924 
11,790  11,866 
BLASCHAK COAL CORP.
Second Lien Term Loan15
Commodities & mining L+13.00%, 1.00% PIK (Floor 1.00%)/Q, Current Coupon 15.00% 7/30/2018 7/30/2023 8,712  8,617  8,233 
Second Lien- Term Loan B15
L+13.00%, 1.00% PIK (Floor 1.00%)/Q, Current Coupon 15.00% 3/30/2020 7/30/2023 2,016  1,986  1,905 
10,603  10,138 
BROAD SKY NETWORKS LLC13
Revolving Loan10
Telecommunications L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 12/11/2020 12/11/2025 500  453  496 
First Lien L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 12/11/2020 12/11/2025 15,000  14,715  14,880 
1,000,000 Series A Preferred units9
— 12/11/2020 — —  1,000  1,000 
16,168  16,376 
19
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost16
Fair Value4
CALIFORNIA PIZZA KITCHEN, INC. First Lien Restaurants L+10.00% (Floor 1.50%)/Q, Current Coupon 11.50% 11/23/2020 11/23/2024 669  652  668 
First Lien Rolled Up 1.00%, L+11.00% PIK (Floor 1.50%)/Q, Current Coupon 13.50% 11/23/2020 11/23/2024 741  739  737 
Second Lien 1.00%, L+12.50% PIK (Floor 1.50%)/Q, Current Coupon 15.00% 11/23/2020 5/23/2025 814  814  796 
48,423 shares of common stock — 11/23/2020 — —  1,317  1,317 
3,522  3,518 
CAPITAL PAWN HOLDINGS, LLC First Lien Consumer products & retail L+7.25% (Floor 1.00%)/Q, Current Coupon 8.25% 12/21/2017 7/8/2023 8,854  8,840  8,854 
CHEMISTRY RX HOLDINGS, LLC First Lien Specialty chemicals L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 3/15/2021 3/13/2026 8,000  7,841  7,841 
CITYVET, INC.13
Delayed Draw Term Loan10
Healthcare services L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 3/5/2021 3/5/2026 3,250  3,053  3,053 
271,739 Class A units9
— 3/5/2021 — —  500  500 
3,553  3,553 
CLICKBOOTH.COM, LLC
Revolving Loan10
Media, marketing & entertainment L+8.50% (Floor 1.00%) 12/5/2017 1/31/2025 —  (5) — 
First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.50% 12/5/2017 1/31/2025 18,525  18,308  18,525 
18,303  18,525 
DANFORTH ADVISORS, LLC13
875 Class A equity units9
Business services — 9/28/2018 — —  875  2,855 
DRIVEN, INC. First Lien Business services L+8.00% (Floor 2.00%)/Q, Current Coupon 10.00% 6/28/2019 6/28/2024 5,820  5,737  5,878 
DUNN PAPER, INC. Second Lien Paper & forest products L+8.75% (Floor 1.00%)/M, Current Coupon 9.75% 9/28/2016 8/26/2023 3,000  2,974  3,000 
ELECTRONIC TRANSACTION CONSULTANTS LLC13
Revolving Loan10
Software & IT services L+7.50% (Floor 1.00%) 7/24/2020 7/24/2025 —  (56) — 
First Lien L+7.50% (Floor 1.00%)/Q, Current Coupon 8.50% 7/24/2020 7/24/2025 10,000  9,845  9,840 
1,000 Class A units9
— 7/24/2020 — —  1,000  1,000 
10,789  10,840 
20
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost16
Fair Value4
ESCP DTFS, INC. First Lien - Term Loan A Industrial services L+6.50% (Floor 1.75%)/Q, Current Coupon 8.25% 1/31/2020 1/31/2025 5,350  5,269  4,986 
First Lien - Term Loan B L+8.50% (Floor 1.75%)/Q, Current Coupon 10.25% 1/31/2020 1/31/2025 5,350  5,270  4,986 
Delayed Draw Term Loan B1 L+6.50% (Floor 1.75%)/Q, Current Coupon 8.25% 1/31/2020 1/31/2025 500  491  466 
Delayed Draw Term Loan B2 L+8.50% (Floor 1.75%)/Q, Current Coupon 10.25% 1/31/2020 1/31/2025 500  491  466 
11,521  10,904 
FAST SANDWICH, LLC
Revolving Loan10
Restaurants L+9.00% (Floor 1.00%) 5/24/2018 5/23/2023 —  (32) — 
First Lien L+9.00% (Floor 1.00%)/Q,Current Coupon 10.00% 5/24/2018 5/23/2023 3,359  3,332  3,023 
3,300  3,023 
FLIP ELECTRONICS, LLC8,13
First Lien Technology products & components L+8.05% (Floor 1.00%)/M, Current Coupon 9.05% 1/4/2021 1/2/2026 15,500  15,177  15,252 
2,000,000 Common Units9
— 1/4/2021 — —  2,000  2,285 
17,177  17,537 
GS OPERATING, LLC First Lien Distribution L+6.50%(Floor 1.50%)/M, Current Coupon 8.00% 3/6/2020 2/24/2025 7,920  7,791  7,920 
IAN, EVAN, & ALEXANDER CORPORATION (DBA EVERWATCH)
Revolving Loan10
Aerospace & defense L+8.50% (Floor 1.00%) 7/31/2020 7/31/2025 —  (34) — 
First Lien L+8.50% (Floor 1.00%)/Q, Current Coupon 9.50% 7/31/2020 7/31/2025 9,668  9,493  9,668 
9,459  9,668 
ICS DISTRIBUTION, LLC8
First Lien Industrial services L+8.48% (Floor 2.00%)/Q, Current Coupon 10.48% 10/31/2019 10/31/2024 20,500  20,121  20,275 
JVMC HOLDINGS CORP. First Lien Financial services L+7.75% (Floor 1.00%)/M, Current Coupon 8.75% 2/28/2019 2/28/2024 7,047  7,000  6,850 
KLEIN HERSH, LLC
Revolving Loan10
Business services L+8.00% (Floor 0.75%) 11/13/2020 11/13/2025 —  (17) — 
First Lien L+8.00% (Floor 0.75%)/S, Current Coupon 8.75% 11/13/2020 11/13/2025 14,813  14,534  14,813 
14,517  14,813 
21
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost16
Fair Value4
KMS, LLC17
First Lien15
Distribution L+6.00% (Floor 1.00%)/Q, Current Coupon 7.00% 1/5/2021 11/23/2025 16,000  15,923  15,968 
LANDPOINT HOLDCO, INC. First Lien Business services L+11.00%(Floor 1.00%)/Q, Current Coupon 12.00% 12/30/2019 12/30/2024 18,840  18,540  17,239 
LGM PHARMA, LLC13
First Lien Healthcare products L+8.50% (Floor 1.00%)/M, Current Coupon 9.50% 11/15/2017 11/15/2023 11,424  11,315  11,424 
Delayed Draw Term Loan L+10.00% (Floor 1.00%)/Q, Current Coupon 11.00% 7/24/2020 11/15/2023 2,488  2,448  2,487 
142,278.89 units of Class A common stock9
— 11/15/2017 — —  1,600  2,309 
15,363  16,220 
LIGHTING RETROFIT INTERNATIONAL, LLC (DBA ENVOCORE) First Lien Environmental services 7.50%, L+1.50% PIK (Floor 2.00%)/Q, Current Coupon 11.00% 6/30/2017 6/30/2022 14,027  13,984  12,021 
25,603 shares of Series C preferred stock 8/13/2018 — —  25  — 
396,825 shares of Series B preferred stock — 6/30/2017 — —  500  — 
14,509  12,021 
MAKO STEEL LP
Revolving Loan10
Business services L+7.25% (Floor (0.75%)/Q, Current Coupon 8.00% 03/15/2021 03/13/2026 660  623  647 
First Lien L+7.25% (Floor (0.75%)/Q, Current Coupon 8.00% 03/15/2021 03/13/2026 8,113  7,952  7,952 
8,575  8,599 
NINJATRADER, INC.13
Revolving Loan10
Financial services L+6.75% (Floor 1.50%) 12/18/2019 12/18/2024 —  (6) — 
First Lien L+6.75% (Floor 1.50%)/Q, Current Coupon 8.25% 12/18/2019 12/18/2024 19,250  18,784  19,250 
Delayed Draw Term Loan10
L+6.75% (Floor 1.50%)/Q 12/31/2020 12/18/2024 —  (36) — 
2,000,000 Preferred Units9
— 12/18/2019 — —  2,000  6,223 
20,742  25,473 
RESEARCH NOW GROUP, INC. Second Lien Business services L+9.50% (Floor 1.00%)/M, Current Coupon 10.50% 12/8/2017 12/20/2025 10,500  9,980  10,132 
22
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost16
Fair Value4
ROSELAND MANAGEMENT, LLC
Revolving Loan10
Healthcare services L+7.00% (Floor 2.00%)/Q, Current Coupon 9.00% 11/9/2018 11/9/2023 500  482  500 
First Lien L+7.00% (Floor 2.00%)/Q, Current Coupon 9.00% 11/9/2018 11/9/2023 14,270  14,108  14,270 
13,811 Class A Units — 11/9/2018 — —  1,381  1,720 
15,971  16,490 
RTIC SUBSIDIARY HOLDINGS, LLC
Revolving Loan10
Consumer products & retail L+7.75% (Floor 1.25%)/Q, Current Coupon 9.00% 9/1/2020 9/1/2025 329  317  329 
First Lien L+7.75% (Floor 1.25%)/Q, Current Coupon 9.00% 9/1/2020 9/1/2025 7,135  7,054  7,135 
7,371  7,464 
SCRIP, INC.8
First Lien Healthcare products L+9.68% (Floor 2.00%)/M, Current Coupon 11.68% 3/21/2019 3/21/2024 16,750  16,422  16,750 
100 shares of common stock — 3/21/2019 — —  1,000  967 
17,422  17,717 
TAX ADVISORS GROUP, LLC13
143.3 Class A units9
Financial services — 6/23/2017 — —  541  1,539 
TRAFERA, LLC (FKA TRINITY 3, LLC)13
First Lien15
Technology products & components L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 9/30/2020 9/30/2025 9,975  9,838  9,975 
896.43 Class A units9
— 11/15/2019 — —  1,205  3,204 
11,043  13,179 
USA DEBUSK, LLC First Lien Industrial services L+5.75% (Floor 1.00%)/M, Current Coupon 6.75% 2/25/2020 10/22/2024 7,900  7,782  7,892 
VISTAR MEDIA INC. First Lien Media, marketing & entertainment L+7.50%, 2.50% PIK (Floor 2.00%)/M, Current Coupon 12.00% 2/17/2017 4/3/2023 11,481  10,920  11,481 
171,617 shares of Series A preferred stock — 4/3/2019 — —  1,874  3,904 
Warrants (Expiration - April 3, 2029) — 4/3/2019 — —  620  1,853 
13,414  17,238 
VTX HOLDINGS, INC.8
First Lien Software & IT services L+9.00% (Floor 2.00%)/Q, Current Coupon 11.00% 7/23/2019 7/23/2024 21,575  21,181  21,575 
1,397,707 Series A Preferred units — 7/23/2019 — —  1,398  1,654 
22,579  23,229 
23
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost16
Fair Value4
ZENFOLIO INC. Revolving Loan Business services L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 7/17/2017 7/17/2023 2,000  1,992  1,820 
First Lien L+9.00% (Floor 1.00%)/Q, Current Coupon 10.00% 7/17/2017 7/17/2023 14,888  14,722  13,548 
16,714  15,368 
Total Non-control/Non-affiliate Investments $ 540,556  $ 546,028 
Affiliate Investments6
CENTRAL MEDICAL SUPPLY LLC13
Revolving Loan10
Healthcare services L+9.00% (Floor 1.75%)/Q, Current Coupon 10.75% 5/22/2020 5/22/2025 $ 300  $ 275  $ 276 
First Lien L+9.00% (Floor 1.75%)/Q, Current Coupon 10.75% 5/22/2020 5/22/2025 7,500  7,371  6,908 
Delayed Draw Capex Term Loan10
L+9.00% (Floor 1.75%)/Q, Current Coupon 10.75% 5/22/2020 5/22/2025 100  75  92 
875,000 Preferred Units9
— 5/22/2020 — —  875  641 
8,596  7,917 
CHANDLER SIGNS, LLC13
1,500,000 units of Class A-1 common stock9
Business services — 1/4/2016 — —  1,500  1,343 
DELPHI BEHAVIORAL HEALTH GROUP, LLC First Lien Healthcare services L+9.50% (Floor 1.00%)/M, Current Coupon 10.50% 4/8/2020 4/7/2023 1,414  1,414  1,398 
First Lien L+7.50% (Floor 1.00%)/M, Current Coupon 8.50% 4/8/2020 4/7/2023 1,580  1,580  1,500 
1,681.04 Common Units — 4/8/2020 — —  3,615  3,615 
6,609  6,513 
DYNAMIC COMMUNITIES, LLC13
Revolving Loan10
Business services L+3.75%, 7.75% PIK (Floor 1.00%) 7/17/2018 7/17/2023 —  (2) — 
First Lien L+3.75%, 7.75% PIK (Floor 1.00%)/Q, Current Coupon 12.50% 7/17/2018 7/17/2023 11,061  10,950  9,966 
Senior subordinated debt 25% PIK 12/4/2020 1/16/2024 372  372  372 
2,000,000 Preferred Units9
— 7/17/2018 — —  2,000  1,274 
13,320  11,612 
24
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost16
Fair Value4
GRAMMATECH, INC.
Revolving Loan10
Software & IT services L+7.50% (Floor 2.00%) 11/1/2019 11/1/2024 —  (31) — 
First Lien L+7.50% (Floor 2.00%)/Q, Current Coupon 9.50% 11/1/2019 11/1/2024 11,500  11,346  11,420 
1,000 Class A units — 11/1/2019 — —  1,000  1,208 
12,315  12,628 
ITA HOLDINGS GROUP, LLC13
Revolving Loan10
Transportation & logistics L+9.00% (Floor 1.00%) 2/14/2018 2/14/2023 —  (23) — 
First Lien - Term Loan L+7.00% (Floor 1.00%)/Q, Current Coupon 8.00% 2/14/2018 2/14/2023 10,071  9,996  10,061 
First Lien - Term B Loan L+10.00% (Floor 1.00%)/Q, Current Coupon 11.00% 6/5/2018 2/14/2023 5,036  4,984  5,101 
First Lien - PIK Note A 10.00% PIK 3/29/2019 2/14/2023 2,678  2,282  2,630 
First Lien - PIK Note B 10.00% PIK 3/29/2019 2/14/2023 106  106  103 
Warrants (Expiration - March 29, 2029)9
— 3/29/2019 — —  538  2,968 
9.25% Class A Membership Interest9
— 2/14/2018 — —  1,500  2,532 
19,383  23,395 
SIMR, LLC First Lien Healthcare services L+17.00% PIK (Floor 2.00%)/M, Current Coupon 19.00% 9/7/2018 9/7/2023 13,661  13,527  12,103 
9,374,510.2 Class B Common Units — 9/7/2018 — —  6,107  — 
19,634  12,103 
SONOBI, INC.13
First Lien Media, marketing, & entertainment L+8.00% (Floor 1.00%)/Q, Current Coupon 9.00% 9/17/2020 9/16/2025 8,500  8,344  8,500 
500,000 Class A Common Units9
— 9/17/2020 — —  500  1,235 
8,844  9,735 
Total Affiliate Investments $ 90,201  $ 85,246 
25
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2021
Portfolio Company1
Type of Investment2
Industry
Current Interest Rate3
Acquisition Date14
Maturity Principal
Cost16
Fair Value4
Control Investments7
I-45 SLF LLC9,11
80% LLC equity interest Multi-sector holdings — 10/20/2015 — —  $ 72,800  $ 57,158 
Total Control Investments $ 72,800  $ 57,158 
TOTAL INVESTMENTS12
$ 703,557  $ 688,432 

1All debt investments are income-producing, unless otherwise noted. Equity investments and warrants are non-income producing, unless otherwise noted.
2All of the Company’s investments, unless otherwise noted, are pledged as collateral for the Company’s senior secured credit facility.
3The majority of investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or Prime (“P”) and reset daily (D), monthly (M), quarterly (Q), or semiannually (S). For each the Company has provided the spread over LIBOR or Prime and the current contractual interest rate in effect at March 31, 2021. Certain investments are subject to a LIBOR or Prime interest rate floor. Certain investments, as noted, accrue payment-in-kind ("PIK") interest.
4The Company's investment portfolio is comprised entirely of privately held debt and equity securities for which quoted prices falling within the categories of Level 1 and Level 2 inputs are not available. Therefore, the Company values all of its portfolio investments at fair value, as determined in good faith by the Board of Directors, using significant unobservable Level 3 inputs. Refer to Note 4 for further discussion.
5Non-Control/Non-Affiliate investments are generally defined by the Investment Company Act of 1940, as amended (the “1940 Act”), as investments that are neither control investments nor affiliate investments. At March 31, 2021, approximately 79.3% of the Company’s investment assets were non-control/non-affiliate investments. The fair value of these investments as a percent of net assets is 162.4%.
6Affiliate investments are generally defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as control investments. At March 31, 2021, approximately 12.4% of the Company’s investment assets were affiliate investments. The fair value of these investments as a percent of net assets is 25.3%.
7Control investments are generally defined by the 1940 Act as investments in which more than 25% of the voting securities are owned. At March 31, 2021, approximately 8.3% of the Company’s investment assets were control investments. The fair value of these investments as a percent of net assets is 17.0%.
8The investment is structured as a first lien last out term loan.
9Indicates assets that are considered "non-qualifying assets” under section 55(a) of the 1940 Act. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. As of March 31, 2021, approximately 12.6% of the Company's assets are non-qualifying assets.
10The investment has an unfunded commitment as of March 31, 2021. Refer to Note 11 - Commitments and Contingencies for further discussion.
11Income producing through dividends or distributions.
26
Table of Contents
12As of March 31, 2021, the cumulative gross unrealized appreciation for federal income tax purposes is approximately $40.2 million; cumulative gross unrealized depreciation for federal income tax purposes is $27.3 million. Cumulative net unrealized appreciation is $12.9 million, based on a tax cost of $700.9 million.
13Our investments in Acceleration Partners preferred and common units, American Nuts Operations LLC Class A common stock, ASC Ortho Management Company, LLC common units, Broad Sky Networks LLC Series A Preferred units, CityVet, Inc. Class A units, Danforth Advisors, LLC common units, Electronic Transaction Consultants LLC Class A units, Flip Electronics, LLC common units, LGM Pharma, LLC Class A common stock, NinjaTrader, LLC preferred units, Tax Advisors Group, LLC Class A units, Trafera, LLC Class A units, Central Medical Supply LLC Preferred units, Chandler Signs, LP Class A-1 common stock, Dynamic Communities, LLC Preferred units, ITA Holdings Group, LLC membership interest and Sonobi, Inc. Class A common units are held through a wholly-owned taxable subsidiary of the Company.
14The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). These investments, which as of March 31, 2021 represented 204.7% of the Company's net assets or 93.6% of the Company's total assets, are generally subject to certain limitations on resale, and may be deemed "restricted securities" under the Securities Act.
15The investment is structured as a split lien term loan, which provides the Company with a first lien priority on certain assets of the obligor and a second lien priority on different assets of the obligor.
16Represents amortized cost. Negative cost in this column represents the original issue discount of certain undrawn revolvers and delayed draw term loans.
17The investment is structured as a first lien first out term loan.
A brief description of the portfolio company in which we made an investment that represents greater than 5% of our total assets as of March 31, 2021 is included in Note 13. Significant Subsidiaries.

The accompanying Notes are an integral part of these Consolidated Financial Statements.
27
Table of Contents
Notes to Consolidated Financial Statements

1.    ORGANIZATION AND BASIS OF PRESENTATION

    References in this Quarterly Report on Form 10-Q to “we,” “our,” “us,” “CSWC,” or the “Company” refer to Capital Southwest Corporation, unless the context requires otherwise.

Organization

Capital Southwest Corporation is an internally managed investment company that specializes in providing customized financing to middle market companies in a broad range of investment segments located primarily in the United States. Our common stock currently trades on The Nasdaq Global Select Market under the ticker symbol “CSWC.”

CSWC was organized as a Texas corporation on April 19, 1961. On March 30, 1988, CSWC elected to be regulated as a business development company (“BDC”) under the 1940 Act. In order to comply with the 1940 Act requirements for a BDC, we must, among other things, generally invest at least 70% of our assets in eligible portfolio companies and limit the amount of leverage we incur.

We have elected, and intend to qualify annually, to be treated as a regulated investment company (“RIC”) under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). As such, we generally will not have to pay corporate-level U.S. federal income tax on any ordinary income or capital gains that we distribute to our shareholders as dividends. To continue to maintain our RIC treatment, we must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next year and pay a 4% U.S. federal excise tax on such income. Any such carryover taxable income must be distributed through a dividend declared prior to filing the final tax return related to the year that generated such taxable income.

Capital Southwest Management Corporation (“CSMC”), a wholly-owned subsidiary of CSWC, was the management company for CSWC. Effective December 31, 2020, CSMC merged with and into CSWC, with CSWC continuing as the surviving entity in the merger. Prior to December 31, 2020, CSMC generally incurred 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 (the “Administrative Expenses”). After December 31, 2020, the Administrative Expenses will be directly incurred by CSWC. The Company continues to be internally managed and the merger has no impact on the day-to-day operations of the business.

CSWC also has a direct wholly-owned subsidiary that has been elected to be a taxable entity (the “Taxable Subsidiary”). The primary purpose of the Taxable Subsidiary is to permit CSWC to hold certain interests in portfolio companies that are organized as limited liability companies, or LLCs (or other forms of pass-through entities), and still allow us to satisfy the RIC tax requirement that at least 90% of our gross income for U.S. federal income tax purposes must consist of qualifying investment income. The Taxable Subsidiary is taxed at normal corporate tax rates based on its taxable income.

We focus on investing in companies with histories of generating revenues and positive cash flow, established market positions and proven management teams with strong operating discipline. We target senior debt investments and equity investments in lower middle market (“LMM”) companies, as well as first and second lien loans in upper middle market (“UMM”) companies. Our target LMM companies typically have annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) generally between $3.0 million and $20.0 million, and our LMM investments generally range in size from $10.0 million to $25.0 million. Our UMM investments generally include first and second lien loans in companies with EBITDA generally greater than $20.0 million and typically range in size from $5.0 million to $15.0 million. We make available significant managerial assistance to the companies in which we invest as we believe that providing managerial assistance to an investee company is critical to its business development activities.

On April 20, 2021, our wholly owned subsidiary, Capital Southwest SBIC I, LP (“SBIC I”) received a license from the U.S. Small Business Administration (the “SBA”) to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended. SBIC I will have the same investment strategy as ours and make similar
28
Table of Contents
types of investments in accordance with SBA regulations. SBIC I and its general partner are consolidated for U.S. GAAP reporting purposes, and the portfolio investments held by it are included in the consolidated financial statements.

Basis of Presentation

The consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). We meet the definition of an investment company and follow the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 – Financial Services – Investment Companies (“ASC 946”). Under rules and regulations applicable to investment companies, we are generally precluded from consolidating any entity other than another investment company, subject to certain exceptions. One of the exceptions to this general principle occurs if the investment company has an investment in an operating company that provides services to the investment company. Accordingly, the consolidated financial statements include the Taxable Subsidiary. Prior to the merger of CSMC into CSWC that became effective December 31, 2020, we consolidated the results of CSWC's wholly owned management company.

The consolidated financial statements are presented in conformity with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of our management, the unaudited consolidated financial results included herein contain all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of consolidated financial statements for the interim periods included herein. The results of operations for the three months ended June 30, 2021 are not necessarily indicative of the operating results to be expected for the full fiscal year. Also, the unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal years ended March 31, 2021 and 2020. Consolidated financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Portfolio Investment Classification

We classify our investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are generally defined as investments in which we own more than 25% of the voting securities; “Affiliate Investments” are generally defined as investments in which we own between 5% and 25% of the voting securities, and the investments are not classified as “Control Investments”; and “Non-Control/Non-Affiliate Investments” are generally defined as investments that are neither “Control Investments” nor “Affiliate Investments.”

Under the 1940 Act, a BDC must meet certain requirements, including investing at least 70% of our total assets in qualifying assets. As of June 30, 2021, the Company has 86.3% of our assets in qualifying assets. The principal categories of qualifying assets relevant to our business are:

(1)Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the Securities and Exchange Commission ("SEC").
(2)Securities of any eligible portfolio company that we control.
(3)Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
(4)Securities of an eligible portfolio company purchased from any person in a private transaction if there is no readily available market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.
29
Table of Contents
(5)Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.
(6)Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.
Additionally, in order to qualify for RIC tax treatment for U.S. federal income tax purposes, we must, among other things meet the following requirements:
(1) Continue to maintain our election as a BDC under the 1940 Act at all times during each taxable year.
(2) Derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities, loans, gains from the sale of stock or other securities, net income from certain "qualified publicly traded partnerships," or other income derived with respect to our business of investing in such stock or securities.
(3) Diversify our holdings in accordance with two Diversification Requirements: (a) Diversify our holdings such that at the end of each quarter of the taxable year at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and such other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and (b) Diversify our holdings such that no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, (i) of one issuer, (ii) of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) of certain "qualified publicly traded partnerships" (collectively, the "Diversification Requirements").
The two Diversification Requirements must be satisfied quarterly. If a RIC satisfies the Diversification Requirements for one quarter, and then, due solely to fluctuations in market value, fails to meet one of the Diversification Requirements in the next quarter, it retains RIC tax treatment. A RIC that fails to meet the Diversification Requirements as a result of a nonqualified acquisition may be subject to excess taxes unless the nonqualified acquisition is disposed of and the Diversification Requirements are satisfied within 30 days of the close of the quarter in which the Diversification Requirements are failed.

For the quarter ended June 30, 2021, we satisfied all RIC requirements and have 7.0% in nonqualified assets according to measurement criteria established in Section 851(d) of the Code.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed in the preparation of the consolidated financial statements of CSWC.

Fair Value Measurements We account for substantially all of our financial instruments at fair value in accordance with ASC Topic 820 – Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements, including the categorization of financial instruments into a three-level hierarchy based on the transparency of valuation inputs. ASC 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. We believe that the carrying amounts of our financial instruments such as cash, receivables and payables approximate the fair value of these items due to the short maturity of these instruments. This is considered a Level 1 valuation technique. The carrying value of our credit facility approximates fair value (Level 3 input). See Note 4 below for further discussion regarding the fair value measurements and hierarchy.

Investments Investments are stated at fair value and are reviewed and approved by our Board of Directors as described in the Notes to the Consolidated Schedule of Investments and Notes 3 and 4 below. Investments are recorded on a trade date basis.

Net Realized Gains or Losses and Net Unrealized Appreciation or Depreciation Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption of an investment or a financial instrument and the cost basis of the investment or financial instrument, without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period net of recoveries and realized
30
Table of Contents
gains or losses from in-kind redemptions. Net unrealized appreciation or depreciation reflects the net change in the fair value of the investment portfolio and financial instruments and the reclassification of any prior period unrealized appreciation or depreciation on exited investments and financial instruments to realized gains or losses.

Cash and Cash Equivalents Cash and cash equivalents, which consist of cash and highly liquid investments with an original maturity of three months or less at the date of purchase, are carried at cost, which approximates fair value. Cash may be held in a money market fund from time to time, which is a Level 1 security. Cash and cash equivalents includes deposits at financial institutions. We deposit our cash balances in financial institutions and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. At June 30, 2021 and March 31, 2021, cash balances totaling $15.3 million and $30.4 million, respectively, exceeded FDIC insurance limits, subjecting us to risk related to the uninsured balance. All of our cash deposits are held at large established high credit quality financial institutions and management believes that the risk of loss associated with any uninsured balances is remote.

Segment Information We operate and manage our business in a singular segment. As an investment company, we invest in portfolio companies in various industries and geographic areas as discussed in Note 3.

Consolidation As permitted under Regulation S-X and ASC 946, we generally do not consolidate our investment in a portfolio company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to CSWC. Accordingly, we consolidate the results of CSWC’s wholly-owned Taxable Subsidiary and SBIC I. Prior to the merger of CSMC into CSWC, we consolidated the results of CSWC’s wholly-owned management company, CSMC. All intercompany balances have been eliminated upon consolidation.

Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. We have identified investment valuation and revenue recognition as our most critical accounting 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 recognized on the date dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. Discounts/premiums received to par on loans purchased are capitalized and accreted or amortized into income over the life of the loan using the effective interest method. In accordance with our valuation policy, accrued interest and dividend income is evaluated quarterly for collectability. When we do not expect the debtor to be able to service all of its debt or other obligations, we will generally establish a reserve against interest income receivable, thereby placing the loan or debt security on non-accrual status, 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 its ability to service debt or other obligations, it will be restored to accrual basis. As of June 30, 2021, we had two investments on non-accrual status, which represent approximately 1.8% of our total investment portfolio's fair value and approximately 2.4% of its cost. As of March 31, 2021, we did not have any investments on non-accrual status.

To maintain RIC tax treatment, non-cash sources of income such as accretion of interest income may need to be paid out to shareholders in the form of distributions, even though CSWC may not have collected the interest income. For the three months ended June 30, 2021 and 2020, approximately 3.7% and 3.4%, respectively, of CSWC's total investment income was attributable to non-cash interest income for the accretion of discounts associated with debt investments, net of any premium reduction.

Payment-in-Kind Interest The Company currently holds, and expects to hold in the future, some investments in its portfolio that contain payment-in-kind (“PIK”) interest provisions. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment. PIK interest, which is a non-cash source of income, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to shareholders to maintain its qualification as a RIC for U.S. federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the investment on non-accrual
31
Table of Contents
status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible. As of June 30, 2021 and March 31, 2021, we have not written off any accrued and uncollected PIK interest from prior periods. For the three months ended June 30, 2021, we had one investment for which we stopped accruing PIK interest. For the three months ended June 30, 2020, we had two investments for which we stopped accruing PIK interest. For the three months ended June 30, 2021 and 2020, approximately 5.3% and 7.4%, respectively, of CSWC’s total investment income was attributable to non-cash PIK interest income.

Warrants In connection with the Company's debt investments, the Company will sometimes receive warrants or other equity-related securities from the borrower. The Company determines the cost basis of warrants based upon their respective fair values on the date of receipt in proportion to the total fair value of the debt and warrants received. Any resulting difference between the face amount of the debt and its recorded fair value resulting from the assignment of value to the warrants is treated as original issue discount (“OID”), and accreted into interest income using the effective interest method over the term of the debt investment.

Debt Issuance Costs Debt issuance costs include commitment fees and other costs related to CSWC’s senior secured credit facility and its unsecured notes (as discussed further in Note 5). The costs in connection with the credit facility have been capitalized and are amortized into interest expense over the term of the credit facility. The costs in connection with the unsecured notes are a direct deduction from the related debt liability and amortized into interest expense over the term of the December 2022 Notes (as defined below), the October 2024 Notes (as defined below) and the January 2026 Notes (as defined below).

Deferred Offering Costs Deferred offering costs include registration expenses related to shelf registration statements and expenses related to the launch of the "at-the-market" ("ATM") program through which we can sell, from time to time, shares of our common stock (the "Equity ATM Program"). These expenses consist primarily of SEC registration fees, legal fees and accounting fees incurred related thereto. These expenses are included in other assets on the Consolidated Statements of Assets and Liabilities. Upon the completion of an equity offering or a debt offering, the deferred expenses are charged to additional paid-in capital or debt issuance costs, respectively. If there are any deferred offering costs remaining at the expiration of the shelf registration statement, these deferred costs are charged to expense.

Realized Losses on Extinguishment of Debt Upon the repayment of debt obligations that are deemed to be extinguishments, the difference between the principal amount due at maturity adjusted for any unamortized debt issuance costs is recognized as a loss (i.e., the unamortized debt issuance costs are recognized as a loss upon extinguishment of the underlying debt obligation).

Leases The Company is obligated under an operating lease pursuant to which it is leasing an office facility from a third party with a remaining term of approximately one year. The operating lease is included as an operating lease right-of-use ("ROU") asset and operating lease liability in the accompanying Consolidated Statements of Assets and Liabilities. The Company does not have any financing leases.

The ROU asset represents the Company’s right to use an underlying asset for the lease term and the operating lease liability represents the Company’s obligation to make lease payments arising from such lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the remaining lease term. The Company’s leases do not provide an implicit discount rate, and as such the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of the remaining lease payments. Lease expense is recognized on a straight-line basis over the remaining lease term.

Federal Income Taxes CSWC has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subsection M of the Code. By meeting these requirements, we will not be subject to corporate federal income taxes on ordinary income or capital gains timely distributed to shareholders. CSWC's taxable income includes the taxable income generated by CSWC and certain of its subsidiaries. In order to qualify as a RIC, the Company is required to timely distribute to its shareholders at least 90% of investment company taxable income, as defined by the Code, each year. Investment company taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. Investment
32
Table of Contents
company taxable income generally excludes net unrealized appreciation or depreciation, as investment gains and losses are not included in investment company taxable income until they are realized.

Depending on the level of taxable income or capital gains earned in a tax year, we may choose to carry forward taxable income or capital gains in excess of current year distributions into the next year and pay a 4% U.S. federal excise tax on such income. Any such carryover taxable income or capital gains must be distributed through a dividend declared on or prior to the later of (1) the filing of the U.S. federal income tax return for the applicable fiscal year and (2) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated.

In lieu of distributing our net capital gains for a year, we may decide to retain some or all of our net capital gains. We will be required to pay a 21% corporate-level federal income tax on any such retained net capital gains. We may elect to treat such retained capital gain as a deemed distribution to shareholders. Under such circumstances, shareholders will be required to include their share of such retained capital gain in income, but will receive a credit for the amount of corporate-level U.S. federal income tax paid with respect to their shares. As an investment company that qualifies as a RIC, federal income taxes payable on security gains that we elect to retain are accrued only on the last day of our tax year, December 31. Any net capital gains actually distributed to shareholders and properly reported by us as capital gain dividends are generally taxable to the shareholders as long-term capital gains. See Note 6 for further discussion.

CSMC, a former wholly-owned subsidiary of CSWC, was not a RIC and was required to pay taxes at the corporate rate of 21%. Effective December 31, 2020, CSMC merged with and into CSWC and, as a result, the calendar year ended December 31, 2020 was the last year in which the Company incurred tax expense or benefit related to CSMC. For tax purposes, CSMC had elected to be treated as a taxable entity, and therefore CSMC was not consolidated for tax purposes and was taxed at normal corporate tax rates based on taxable income and, as a result of its activities, may generate income tax expense or benefit. The taxable income, or loss, of CSMC may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.

The Taxable Subsidiary, a wholly-owned subsidiary of CSWC, is not a RIC and is required to pay taxes at the corporate rate of 21%. For tax purposes, the Taxable Subsidiary has elected to be treated as a taxable entity, and therefore is not consolidated for tax purposes and is taxed at normal corporate tax rates based on taxable income and, as a result of its activities, may generate income tax expense or benefit. The taxable income, or loss, of the Taxable Subsidiary may differ from its book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements.

Management evaluates tax positions taken or expected to be taken in the course of preparing the Company’s consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions with respect to tax at the CSWC level not deemed to meet the “more-likely-than-not” threshold would be recorded as an expense in the current year. Management’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. The Company has concluded that it does not have any uncertain tax positions that meet the recognition of measurement criteria of ASC 740, Income Taxes, ("ASC 740") for the current period. Also, we account for interest and, if applicable, penalties for any uncertain tax positions as a component of income tax expense. No interest or penalties expense was recorded during the three months ended June 30, 2021 and 2020.

Deferred Taxes Deferred tax assets and liabilities are recorded for losses or income at our taxable subsidiaries using statutory tax rates. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. ASC 740 requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation was enacted. See Note 6 for further discussion.

Share-Based Compensation We account for our share-based compensation using the fair value method, as prescribed by ASC Topic 718, Compensation – Stock Compensation. Accordingly, we recognize share-based compensation cost on a straight-line basis for all share-based payments awards granted to employees. For restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the
33
Table of Contents
grant. For restricted stock awards, we amortize this fair value to share-based compensation expense over the vesting term. We recognize forfeitures as they occur. The unvested shares of restricted stock awarded pursuant to CSWC’s equity compensation plans are participating securities and are included in the basic and diluted earnings per share calculation. On October 26, 2010, we received an exemptive order from the SEC permitting us to issue restricted stock to our executive officers and certain key employees (the “Original Order”). On August 22, 2017, we received an exemptive order that supersedes the Original Order (the “Exemptive Order”) and, in addition to the relief granted under the Original Order, allows us to withhold shares to satisfy tax withholding obligations related to the vesting of restricted stock granted pursuant to the 2010 Restricted Stock Award Plan (the “2010 Plan”). The right to grant restricted stock awards under the 2010 Plan terminated on July 18, 2021, ten years after the date that the 2010 Plan was approved by the Company’s shareholders pursuant to its terms.

In connection with the termination of the 2010 Plan, the Company’s Board of Directors and stockholders approved the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan (the "2021 Employee Plan") as part of the compensation packages for its employees, the terms of which are, in all material respects, identical to the 2010 Plan. In connection therewith, on July 19, 2021, we received an exemptive order that supersedes the Order (the “Superseding Order”) to permit the Company to (i) issue restricted stock as part of the compensation package for its employees in the 2021 Employee Plan, and (ii) withhold shares of the Company’s common stock or purchase shares of the Company’s common stock from the participants to satisfy tax withholding obligations relating to the vesting of restricted stock pursuant to the 2021 Employee Plan. In addition, on March 29, 2021, we filed an exemptive application with the SEC to permit the Company to (i) issue restricted stock as part of the compensation package for non-employee directors of the Board of Directors (the “Non-Employee Directors”) under the Capital Southwest Corporation 2021 Non-Employee Director Restricted Stock Award Plan (the “Non-Employee Director Plan”), and (ii) withhold shares of the Company’s common stock or purchase shares of the Company’s common stock from the Non-Employee Directors to satisfy tax withholding obligations relating to the vesting of restricted stock pursuant to the Non-Employee Director Plan. There can be no assurance if and when the Company will receive the exemptive order relating to the Non-Employee Director Plan. The terms of the exemptive order, if received, is expected to be substantially similar to the Superseding Order. The Non-Employee Director Plan will also be subject to shareholder approval upon receipt of the exemptive order.

Shareholder Distributions Distributions to common shareholders are recorded on the ex-dividend date. The amount of distributions, if any, is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such capital gains for investment.

Presentation Presentation of certain amounts in the Consolidated Financial Statements for the prior year comparative consolidated financial statements is updated to conform to the current period presentation.

Recently Issued or Adopted Accounting Standards In March 2020, the FASB issued ASU 2020-04, "Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting." The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and certain lenders. Many of these agreements include language for choosing an alternative successor rate when LIBOR reference is no longer considered to be appropriate. With respect to other agreements, the Company intends to work with its portfolio companies and lenders to modify agreements to choose an alternative successor rate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The standard is effective as of March 12, 2020 through December 31, 2022 and the Company plans to apply the amendments in this update to account for contract modifications due to changes in reference rates. The Company does not believe that it will have a material impact on its consolidated financial statements or its disclosures.

In November 2020, the SEC issued a final rule that modernized and simplifies Management's Discussion and Analysis and certain financial disclosure requirements in Regulation S-K (the “Amendments”). Specifically, the Amendments: (i) eliminate Item 301 of Regulation S-K (Selected Financial Data); (ii) simplify Item 302 of Regulation S-K (Supplementary Financial Information); and (iii) amend certain aspects of Item 303 of Regulation S-K (Management's Discussion and Analysis of Financial Condition and Results of Operations). The Amendments became effective on February 10, 2021 and compliance will be required for the registrants' fiscal year ending on or after August 9, 2021.
34
Table of Contents
Early adoption of the Amendments is permitted on an item-by-item basis after the effective date; however, a registrant must fully comply with each adopted item in its entirety. The Company is currently evaluating the impact of the Amendments on its consolidated financial statements.
35
Table of Contents
3.    INVESTMENTS

The following table shows the composition of the investment portfolio, at fair value and cost (with corresponding percentage of total portfolio investments) as of June 30, 2021 and March 31, 2021:
Fair Value Percentage of Total Portfolio
at Fair Value 		Percentage of Net Assets
at Fair Value 		Cost Percentage of Total Portfolio
at Cost
(dollars in thousands)
June 30, 2021:
First lien loans1,2
$ 606,159  75.9  % 164.7  % $ 612,779  76.0  %
Second lien loans2
53,009  6.6  14.4  53,675  6.7 
Subordinated debt3
12,089  1.5  3.3  12,007  1.5 
Preferred equity 27,267  3.4  7.4  18,356  2.3 
Common equity & warrants 38,851  4.9  10.6  33,469  4.1 
I-45 SLF LLC4
61,272  7.7  16.6  76,000  9.4 
$ 798,647  100.0  % 217.0  % $ 806,286  100.0  %
March 31, 2021:
First lien loans1,2
$ 524,161  76.1  % 155.9  % $ 530,366  75.4  %
Second lien loans2
36,919  5.4  11.0  40,198  5.7 
Subordinated debt3
11,534  1.7  3.4  11,588  1.6 
Preferred equity 22,608  3.3  6.7  15,378  2.2 
Common equity & warrants 36,052  5.2  10.7  33,227  4.7 
I-45 SLF LLC4
57,158  8.3  17.0  72,800  10.4 
$ 688,432  100.0  % 204.7  % $ 703,557  100.0  %

1Included in first lien loans are loans structured as first lien last out loans. These loans may, in certain cases, be subordinated in payment priority to other senior secured lenders. As of June 30, 2021 and March 31, 2021, the fair value of the first lien last out loans are $95.9 million and $85.6 million, respectively.
2Included in first lien loans and second lien loans are loans structured as split lien term loans. These loans provide the Company with a first lien priority on certain assets of the obligor and a second lien priority on different assets of the obligor. As of June 30, 2021 and March 31, 2021, the fair value of the split lien term loans included in first lien loans is $26.0 million and $25.9 million, respectively. As of June 30, 2021 and March 31, 2021, the fair value of the split lien term loans included in second lien loans is $34.8 million and $19.1 million, respectively.
3Included in subordinated debt is an unsecured convertible note with a fair value of $0.2 million as of both June 30, 2021 and March 31, 2021.
4I-45 SLF LLC is a joint venture between CSWC and Main Street Capital Corporation. This entity primarily invests in syndicated senior secured loans to the UMM. The portfolio companies held by I-45 SLF LLC represent a diverse set of industry classifications, which are similar to those in which CSWC invests directly. See Note 13 for further discussion.

36
Table of Contents
The following tables show the composition of the investment portfolio by industry, at fair value and cost (with corresponding percentage of total portfolio investments) as of June 30, 2021 and March 31, 2021:
Fair Value Percentage of Total Portfolio
at Fair Value 		Percentage of Net Assets
at Fair Value 		Cost Percentage of Total Portfolio
at Cost
(dollars in thousands)
June 30, 2021:
Healthcare Services $ 90,759  11.4  % 24.7  % $ 99,759  12.4  %
Media, Marketing, & Entertainment 90,682  11.3  24.6  84,516  10.5 
Business Services 87,773  11.0  23.8  89,995  11.2 
Consumer Products & Retail 60,490  7.6  16.4  59,918  7.4 
I-45 SLF LLC1
61,272  7.7  16.7  76,000  9.4 
Software & IT Services 59,421  7.4  16.1  58,605  7.3 
Distribution 51,674  6.5  14.0  51,370  6.4 
Industrial Services 39,059  4.9  10.6  39,442  4.9 
Financial Services 34,221  4.3  9.3  27,660  3.4 
Healthcare Products 33,895  4.2  9.2  32,784  4.1 
Technology Products & Components 31,285  3.9  8.5  28,215  3.5 
Food, Agriculture & Beverage 27,182  3.4  7.4  27,232  3.4 
Transportation & Logistics 24,248  3.0  6.6  19,501  2.4 
Education 21,601  2.7  5.9  21,575  2.7 
Telecommunications 18,936  2.4  5.1  22,011  2.7 
Energy Services (Midstream) 15,137  1.9  4.1  15,207  1.9 
Environmental Services 12,128  1.5  3.3  14,642  1.8 
Commodities & Mining 10,128  1.3  2.8  10,823  1.3 
Aerospace & Defense 9,543  1.2  2.6  9,345  1.1 
Restaurants 8,301  1.0  2.3  6,861  0.8 
Specialty Chemicals 7,984  1.0  2.2  7,848  1.0 
Paper & Forest Products 2,928  0.4  0.8  2,977  0.4 
$ 798,647  100.0  % 217.0  % $ 806,286  100.0  %
37
Table of Contents
Fair Value Percentage of Total Portfolio
at Fair Value 		Percentage of Net Assets
at Fair Value 		Cost Percentage of Total Portfolio
at Cost
(dollars in thousands)
March 31, 2021:
Business Services $ 87,839  12.8  % 26.1  % $ 89,758  12.8  %
Media, Marketing, & Entertainment 80,876  11.7  24.1  75,447  10.7 
Healthcare Services 72,411  10.5  21.5  81,509  11.6 
I-45 SLF LLC1
57,158  8.3  17.0  72,800  10.3 
Distribution 53,160  7.7  15.8  52,819  7.5 
Software & IT Services 46,696  6.8  13.9  45,683  6.5 
Industrial Services 39,071  5.7  11.6  39,424  5.6 
Healthcare Products 33,937  4.9  10.1  32,785  4.7 
Financial Services 33,861  4.9  10.1  28,283  4.0 
Technology Products & Components 30,716  4.5  9.1  28,220  4.0 
Consumer Products & Retail 29,980  4.4  8.9  29,927  4.2 
Transportation & Logistics 23,395  3.4  7.0  19,383  2.8 
Food, Agriculture & Beverage 21,575  3.1  6.4  21,641  3.1 
Telecommunications 19,572  2.8  5.8  24,350  3.5 
Environmental Services 12,021  1.7  3.6  14,510  2.1 
Commodities & Mining 10,138  1.5  3.0  10,603  1.5 
Aerospace & Defense 9,668  1.4  2.9  9,459  1.3 
Energy Services (Midstream) 8,975  1.3  2.7  9,319  1.3 
Specialty Chemicals 7,841  1.1  2.3  7,841  1.1 
Restaurants 6,542  1.1  1.9  6,822  1.0 
Paper & Forest Products 3,000  0.4  0.9  2,974  0.4 
$ 688,432  100.0  % 204.7  % $ 703,557  100.0  %

1I-45 SLF LLC is a joint venture between CSWC and Main Street Capital Corporation. This entity primarily invests in syndicated senior secured loans to the UMM. The portfolio companies in I-45 SLF LLC represent a diverse set of industry classifications, which are similar to those in which CSWC invests directly. See Note 13 for further discussion.
38
Table of Contents
The following tables summarize the composition of the investment portfolio by geographic region of the United States, at fair value and cost (with corresponding percentage of total portfolio investments), as of June 30, 2021 and March 31, 2021:
Fair Value Percentage of Total Portfolio
at Fair Value 		Percentage of Net Assets
at Fair Value 		Cost Percentage of Total Portfolio
at Cost
(dollars in thousands)
June 30, 2021:
Southwest $ 205,230  25.7  % 55.8  % $ 208,061  25.8  %
Northeast 186,785  23.4  50.7  184,422  22.9 
West 125,661  15.7  34.1  118,658  14.7 
Southeast 120,737  15.1  32.8  122,821  15.2 
Midwest 84,357  10.6  22.9  81,798  10.1 
I-45 SLF LLC1
61,272  7.7  16.7  76,000  9.5 
International 14,605  1.8  4.0  14,526  1.8 
$ 798,647  100.0  % 217.0  % $ 806,286  100.0  %
March 31, 2021:
Southwest $ 196,956  28.6  % 58.6  % $ 200,091  28.4  %
Northeast 153,761  22.3  45.7  150,595  21.4 
Southeast 120,168  17.5  35.7  125,317  17.8 
West 90,910  13.2  27.0  87,363  12.5 
Midwest 69,479  10.1  20.7  67,391  9.6 
I-45 SLF LLC1
57,158  8.3  17.0  72,800  10.3 
$ 688,432  100.0  % 204.7  % $ 703,557  100.0  %


1I-45 SLF LLC is a joint venture between CSWC and Main Street Capital Corporation. This entity primarily invests in syndicated senior secured loans to the UMM. The portfolio companies held by I-45 SLF LLC represent a diverse set of industry classifications, which are similar to those in which CSWC invests directly. See Note 13 for further discussion.

39
Table of Contents
4.    FAIR VALUE MEASUREMENTS

Investment Valuation Process

The valuation process is led by the finance department in conjunction with the investment team. The process includes a monthly review of each investment by our executive officers and investment team. Valuations of each portfolio security are prepared quarterly by the finance department using updated financial and other operational information collected by the investment team. Each investment valuation is then subject to review by the executive officers and investment team. In conjunction with the internal valuation process, we have also engaged multiple independent consulting firms specializing in financial due diligence, valuation, and business advisory services to provide third-party valuation reviews of certain investments. The third-party valuation firms provide a range of values for selected investments, which is presented to CSWC’s executive officers and Board of Directors.

CSWC also uses a standard internal investment rating system in connection with its investment oversight, portfolio management, and investment valuation procedures for its debt portfolio. This system takes into account both quantitative and qualitative factors of the portfolio company and the investments held therein.

There is no single standard for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. While management believes our valuation methodologies are appropriate and consistent with market participants, the recorded fair values of our investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned. The Board of Directors has the ultimate responsibility for reviewing and approving, in good faith, the fair value of CSWC’s investments in accordance with the 1940 Act.

Fair Value Hierarchy

CSWC has established and documented processes for determining the fair values of portfolio company investments on a recurring basis in accordance with the 1940 Act and ASC 820. As required by ASC 820, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized within the Level 3 tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3). CSWC conducts reviews of fair value hierarchy classifications on a quarterly basis. We also use judgment and consider factors specific to the investment in determining the significance of an input to a fair value measurement.

The three levels of valuation inputs established by ASC 820 are as follows:

•Level 1: Investments whose values are based on unadjusted quoted prices in active markets for identical assets or liabilities.
•Level 2: Investments whose values are based on quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
•Level 3: Investments whose values are based on unobservable inputs that are significant to the overall fair value measurement.
As of June 30, 2021 and March 31, 2021, 100% of the CSWC investment portfolio consisted of privately held debt and equity instruments for which inputs falling within the categories of Level 1 and Level 2 are generally not readily available. Therefore, CSWC determines the fair value of its investments (excluding investments for which fair value is measured at net asset value ("NAV") in good faith using Level 3 inputs, pursuant to a valuation policy and process that is established by the management of CSWC, with assistance from multiple third-party valuation advisors, which is subsequently approved by our Board of Directors.

40
Table of Contents
Investment Valuation Inputs

ASC 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 excluding transaction costs. Under ASC 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 820, it is assumed that the reporting entity has access to the market as of the measurement date.

The Level 3 inputs to CSWC’s valuation process reflect our best estimate of the assumptions that would be used by market participants in pricing the investment in a transaction in the principal or most advantageous market for the asset.

The fair value determination of each portfolio investment categorized as Level 3 required one or more of the following unobservable inputs:

•Financial information obtained from each portfolio company, including unaudited statements of operations and balance sheets for the most recent period available as compared to budgeted numbers;
•Current and projected financial condition of the portfolio company;
•Current and projected ability of the portfolio company to service its debt obligations;
•Type and amount of collateral, if any, underlying the investment;
•Current financial ratios (e.g., fixed charge coverage ratio, interest coverage ratio and net debt/EBITDA ratio) applicable to the investment;
•Current liquidity of the investment and related financial ratios (e.g., current ratio and quick ratio);
•Indicative dealer quotations from brokers, banks, and other market participants;
•Market yields on other securities of similar risk;
•Pending debt or capital restructuring of the portfolio company;
•Projected operating results of the portfolio company;
•Current information regarding any offers to purchase the investment;
•Current ability of the portfolio company to raise any additional financing as needed;
•Changes in the economic environment which may have a material impact on the operating results of the portfolio company;
•Internal occurrences that may have an impact (both positive and negative) on the operating performance of the portfolio company;
•Qualitative assessment of key management;
•Contractual rights, obligations or restrictions associated with the investment; and
•Other factors deemed relevant.

CSWC uses several different valuation approaches depending on the security type including the Market Approach, the Income Approach, the Enterprise Value Waterfall Approach, and the NAV Valuation Method.

Market Approach

Market Approach is a qualitative and quantitative analysis of the aforementioned unobservable inputs. It is a combination of the Enterprise Value Waterfall Approach and Income Approach as described in detail below. For investments recently originated (within a quarterly reporting period) or where the value has not departed significantly from its cost, we generally rely on our cost basis or recent transaction price to determine the fair value, unless a material event has occurred since origination.

Income Approach

In valuing debt securities, CSWC typically uses an Income Approach model, which considers some or all of the factors listed above. Under the Income Approach, CSWC develops an expectation of the yield that a hypothetical market participant would require when purchasing each debt investment (the “Required Market Yield”). The Required Market Yield is calculated in a two-step process. First, using quarterly market data we estimate the current market yield of similar debt securities. Next,
41
Table of Contents
based on the factors described above, we modify the current market yield for each security to produce a unique Required Market Yield for each of our investments. The resulting Required Market Yield is the significant Level 3 input to the Income Approach model. If, with respect to an investment, the unobservable inputs have not fluctuated significantly from the date the investment was made or have not fluctuated significantly from CSWC’s expectations on the date the investment was made, and there have been no significant fluctuations in the market pricing for such investments, we may conclude that the Required Market Yield for that investment is equal to the stated rate on the investment. In instances where CSWC determines that the Required Market Yield is different from the stated rate on the investment, we discount the contractual cash flows on the debt instrument using the Required Market Yield in order to estimate the fair value of the debt security.

In addition, under the Income Approach, CSWC also determines the appropriateness of the use of third-party broker quotes, if any, as a significant Level 3 input in determining fair value. In determining the appropriateness of the use of third-party broker quotes, CSWC evaluates the level of actual transactions used by the broker to develop the quote, whether the quote was an indicative price or binding offer, the depth and consistency of broker quotes, the source of the broker quotes, and the correlation of changes in broker quotes with underlying performance of the portfolio company and other market indices. To the extent sufficient observable inputs are available to determine fair value, CSWC may use third-party broker quotes or other independent pricing to determine the fair value of certain debt investments.

Fair value measurements using the Income Approach model can be sensitive to significant changes in one or more of the inputs. A significant increase (decrease) in the Required Market Yield for a particular debt security may result in a lower (higher) fair value for that security. A significant increase (decrease) in a third-party broker quote for a particular debt security may result in a higher (lower) value for that security.

Enterprise Value Waterfall Approach

In valuing equity securities (including warrants), CSWC estimates fair value using an Enterprise Value Waterfall valuation model. CSWC estimates the enterprise value of a portfolio company and then allocates the enterprise value to the portfolio company’s securities in order of their relative liquidation preference. In addition, CSWC assumes that any outstanding debt or other securities that are senior to CSWC’s equity securities are required to be repaid at par. Additionally, we may estimate the fair value of non-performing debt securities using the Enterprise Value Waterfall approach as needed.

To estimate the enterprise value of the portfolio company, CSWC uses a weighted valuation model based on public comparable companies, observable transactions and discounted cash flow analyses. A main input into the valuation model is a measure of the portfolio company’s financial performance, which generally is either earnings before interest, taxes, depreciation and amortization, as adjusted (“Adjusted EBITDA”) or revenues. In addition, we consider other factors, including but not limited to (1) offers from third parties to purchase the portfolio company and (2) the implied value of recent investments in the equity securities of the portfolio company. For certain non-performing assets, we may utilize the liquidation or collateral value of the portfolio company's assets in our estimation of its enterprise value.

The significant Level 3 inputs to the Enterprise Value Waterfall model are (1) an appropriate multiple derived from the comparable public companies and transactions, (2) discount rate assumptions used in the discounted cash flow model and (3) a measure of the portfolio company’s financial performance, which generally is either Adjusted EBITDA or revenues. Inputs can be based on historical operating results, projections of future operating results or a combination thereof. The operating results of a portfolio company may be unaudited, projected or pro forma financial information and may require adjustments for certain non-recurring items. CSWC also may consult with the portfolio company’s senior management to obtain updates on the portfolio company’s performance, including information such as industry trends, new product development, loss of customers and other operational issues. Fair value measurements using the Enterprise Value Waterfall model can be sensitive to significant changes in one or more of the inputs. A significant increase (decrease) in either the multiple, Adjusted EBITDA or revenues for a particular equity security would result in a higher (lower) fair value for that security.

NAV Valuation Method

Under the NAV valuation method, for an investment in an investment fund that does not have a readily determinable fair value, CSWC measures the fair value of the investment predominately based on the NAV of the investment fund as of the measurement date. However, in determining the fair value of the investment, we may consider whether adjustments to the NAV are necessary in certain circumstances, based on the analysis of any restrictions on redemption of our investment as of the measurement date, recent actual sales or redemptions of interests in the investment fund, expected future cash flows available to equity holders, or other uncertainties surrounding CSWC’s ability to realize the full NAV of its interests in the investment fund.
42
Table of Contents

Option Pricing Model Method

In certain situations, CSWC will acquire financial instruments which are most appropriately valued using an option pricing model.  Typically, option pricing models will use the Black Scholes model methodology and attempt to replicate the features of the underlying derivative instrument.  The significant Level 3 input to the Option Pricing Model is the assumed volatility of the underlying portfolio company cash flows.  Other inputs into the model are the current price of the security, the strike price of the security, and the time to maturity.

The following fair value hierarchy tables set forth our investment portfolio by level as of June 30, 2021 and March 31, 2021 (in thousands):
Fair Value Measurements
at June 30, 2021 Using
Asset Category Total Quoted Prices in Active Markets for Identical Assets
(Level 1) 		Significant Other Observable Inputs
(Level 2) 		Significant Unobservable Inputs
(Level 3)
First lien loans $ 606,159  $ —  $ —  $ 606,159 
Second lien loans 53,009  —  —  53,009 
Subordinated debt 12,089  —  —  12,089 
Preferred equity 27,267  —  —  27,267 
Common equity & warrants 38,851  —  —  38,851 
Investments measured at net asset value1
61,272  —  —  — 
Total Investments $ 798,647  $ —  $ —  $ 737,375 
Fair Value Measurements
at March 31, 2021 Using
Asset Category
Total Quoted Prices in Active Markets for Identical Assets
(Level 1) 		Significant Other Observable Inputs
(Level 2) 		Significant Unobservable Inputs
(Level 3)
First lien loans $ 524,161  $ —  $ —  $ 524,161 
Second lien loans 36,919  —  —  36,919 
Subordinated debt 11,534  —  —  11,534 
Preferred equity 22,608  —  —  22,608 
Common equity & warrants 36,052  —  —  36,052 
Investments measured at net asset value1
57,158  —  —  — 
Total Investments $ 688,432  $ —  $ —  $ 631,274 

1Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in Consolidated Statements of Assets and Liabilities. For the investment valued at net asset value per share at June 30, 2021 and March 31, 2021, the redemption restrictions dictate that we cannot withdraw our membership interest without unanimous approval. We are permitted to sell or transfer our membership interest and must deliver written notice of such transfer to the other member no later than 60 business days prior to the sale or transfer.

43
Table of Contents
The tables below present the Valuation Techniques and Significant Level 3 Inputs (ranges and weighted averages) used in the valuation of CSWC’s debt and equity securities at June 30, 2021 and March 31, 2021. Significant Level 3 Inputs were weighted by the relative fair value of the investments. The tables are not intended to be all inclusive, but instead capture the significant unobservable inputs relevant to our determination of fair value.
Fair Value at Significant
Valuation June 30, 2021 Unobservable Weighted
Type Technique (in thousands) Inputs Range Average
First lien loans Income Approach $ 504,379    Discount Rate   6.9% - 31.2% 10.7%
Third Party Broker Quote 43.9 - 101.5 85.9
Market Approach 101,780  Cost 98.0 - 99.0 98.2
Exit Value 100.0 - 100.0 100.0
Second lien loans Income Approach 37,574    Discount Rate   12.1% - 20.7% 16.2%
Third Party Broker Quote 99.3 - 101.3 99.5
Market Approach 15,435  Cost 98.0 98.0
Subordinated debt Income Approach 12,089    Discount Rate   6.2% - 25.0% 10.7%
Preferred equity Enterprise Value Waterfall Approach 24,288    EBITDA Multiple    7.0x - 9.8x 9.0x
Discount Rate 13.2% - 21.9% 18.4%
Market Approach 2,979  Cost 100.0 100.0
Common equity & warrants Enterprise Value Waterfall Approach 36,608    EBITDA Multiple   5.5x - 13.2x 8.5x
Discount Rate 12.6% - 29.2% 19.2%
Market Approach 2,243  Cost 100.0 100.0
Exit Value 235.6 235.6
Total Level 3 Investments $ 737,375 

           
44
Table of Contents
Fair Value at Significant
Valuation March 31, 2021 Unobservable Weighted
Type Technique (in thousands) Inputs Range Average
First lien loans Income Approach $ 465,712  Discount Rate 6.3% - 28.8% 10.9%
Third Party Broker Quote 53.1 - 99.9 87.9
Market Approach 58,449  Cost 93.9 - 98.0 97.6
Exit Value 100.0 - 101.0 100.2
Second lien loans Income Approach 36,864  Discount Rate 9.9% - 17.6% 14.4%
Third Party Broker Quote 96.5 - 97.8 96.6
Market Approach 55  Exit Value 2.4 2.4
Subordinated debt Income Approach 11,534  Discount Rate 6.2% - 29.3% 13.4%
Preferred equity Enterprise Value Waterfall Approach 22,608  EBITDA Multiple 6.9x - 10.8x 8.9x
Discount Rate 12.7% - 22.4% 19.3%
Common equity & warrants Enterprise Value Waterfall Approach 34,013  EBITDA Multiple 5.6x - 11.5x 8.1x
Discount Rate 12.9% - 29.8% 20%
Market Approach 2,039  Cost 100.0 100.0
Exit Value 284.4 284.4
Total Level 3 Investments $ 631,274 

Changes in Fair Value Levels
We monitor the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model based valuation techniques may require the transfer of financial instruments from one fair value level to another. During the three months ended June 30, 2021 and 2020, we had no transfers between levels.

45
Table of Contents
The following tables provide a summary of changes in the fair value of investments measured using Level 3 inputs during the three months ended June 30, 2021 and 2020 (in thousands):
Fair Value March 31, 2021 Realized & Unrealized Gains (Losses)
Purchases of Investments1
Repayments PIK Interest Capitalized Divestitures Conversion/Reclassification of Security Fair Value June 30, 2021 YTD Unrealized Appreciation (Depreciation) on Investments held at period end
First lien loans $ 524,161  $ (396) $ 85,522  $ (4,045) $ 917  $ —  $ —  $ 606,159  $ (416)
Second lien loans 36,919  291  15,482  (63) 433  (53) —  53,009  353 
Subordinated debt 11,534  136  8  —  411  —  —  12,089  136 
Preferred equity 22,608  1,680  2,979  —  —  —  —  27,267  1,680 
Common equity & warrants 36,052  3,649  782  —  —  (1,632) —  38,851  3,555 
Total Investments $ 631,274  $ 5,360  $ 104,773  $ (4,108) $ 1,761  $ (1,685) $ —  $ 737,375  $ 5,308 
Fair Value March 31, 2020 Realized & Unrealized Gains (Losses)
Purchases of Investments1
Repayments PIK Interest Capitalized Divestitures Conversion/Reclassification of Security Fair Value June 30, 2020 YTD Unrealized Appreciation (Depreciation) on Investments held at period end
First lien loans $ 427,447  $ (1,158) $ 24,150  $ (7,576) $ 696  $ —  $ (3,615) $ 439,944  $ (1,031)
Second lien loans 37,139  179  45  (62) 203  —  —  37,504  179 
Subordinated debt 9,747  (9) 9  —  —  —  —  9,747  (9)
Preferred equity 16,624  (326) 1,272  —  —  —  —  17,570  (326)
Common equity & warrants 22,355  (308) —  —  —  —  3,615  25,662  (308)
Total Investments $ 513,312  $ (1,622) $ 25,476  $ (7,638) $ 899  $ —  $ —  $ 530,427  $ (1,495)

1Includes purchases of new investments, as well as discount accretion on existing investments.


46
Table of Contents
5.    BORROWINGS

In accordance with the 1940 Act, with certain limitations, effective April 25, 2019, the Company is only allowed to borrow amounts such that its asset coverage (i.e., the ratio of assets less liabilities not represented by senior securities to senior securities such as borrowings), calculated pursuant to the 1940 Act, is at least 150% after such borrowing. The Board of Directors also approved a resolution which limits the Company’s issuance of senior securities such that the asset coverage ratio, taking into account any such issuance, would not be less than 166%, which became effective April 25, 2019. As of June 30, 2021, the Company’s asset coverage was 181%.

The Company had the following borrowings outstanding as of June 30, 2021 and March 31, 2021 (amounts in thousands):
June 30, 2021 March 31, 2021
Credit Facility $ 190,000  $ 120,000 
October 2024 Notes 125,000  125,000 
Less: Unamortized debt issuance costs and debt discount (1,959) (2,121)
Total October 2024 Notes 123,041  122,879 
January 2026 Notes 140,000  140,000 
Less: Unamortized debt issuance costs and debt discount (1,496) (1,575)
Total January 2026 Notes 138,504  138,425 
Total Borrowings $ 451,545  $ 381,304 

Credit Facility

In August 2016, CSWC entered into a senior secured credit facility (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Facility”) to provide additional liquidity to support its investment and operational activities. The Credit Facility contains an accordion feature that allows CSWC to increase the total commitments under the Credit Facility up to $400 million from new and existing lenders on the same terms and conditions as the existing commitments. Borrowings under the Credit Facility accrue interest on a per annum basis at a rate equal to the applicable LIBOR rate plus 2.50% with no LIBOR floor. CSWC pays unused commitment fees of 0.50% to 1.00% per annum, based on utilization, on the unused lender commitments under the Credit Facility. The total borrowing capacity under the Credit Facility is $340 million, with commitments from a diversified group of nine lenders.

The Credit Facility contains certain affirmative and negative covenants, including but not limited to: (1) certain reporting requirements, (2) maintaining RIC and BDC status, (3) maintaining a minimum senior coverage ratio of 2 to 1, (4) maintaining a minimum shareholders’ equity, (5) maintaining a minimum consolidated net worth, (6) maintaining a regulatory asset coverage of not less than 150%, (7) maintaining an interest coverage ratio of at least 2.25 to 1.0, and (8) at any time the outstanding advances exceed 90% of the borrowing base, maintaining a minimum liquidity of not less than 10% of the covered debt amount.

The Credit Facility also contains customary events of default, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, bankruptcy, and change of control, with customary cure and notice provisions. If the Company defaults on its obligations under the Credit Facility, the lenders may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests.

The Credit Facility is secured by (1) substantially all of the present and future property and assets of the Company and the guarantors and (2) 100% of the equity interests in the Company’s wholly-owned subsidiary. As of June 30, 2021, substantially all of the Company’s assets were pledged as collateral for the Credit Facility, except for assets held in SBIC I.

At June 30, 2021, CSWC had $190.0 million in borrowings outstanding under the Credit Facility. CSWC recognized interest expense related to the Credit Facility, including unused commitment fees and amortization of deferred loan costs, of $1.4 million for the three months ended June 30, 2021. For the three months ended June 30, 2020,
47
Table of Contents
CSWC recognized interest expense of $1.9 million. The weighted average interest rate on the Credit Facility was 2.71% for the three months ended June 30, 2021. For the three months ended June 30, 2020, the weighted average interest rate on the Credit Facility was 3.68%. Average borrowings for the three months ended June 30, 2021 were $137.3 million. For the three months ended June 30, 2020, average borrowings were $162.9 million. As of June 30, 2021, CSWC was in compliance with all financial covenants under the Credit Facility.

December 2022 Notes

In December 2017, the Company issued $57.5 million in aggregate principal amount, including the underwriters’ full exercise of their option to purchase additional principal amounts to cover over-allotments, of 5.95% Notes due 2022 (the “December 2022 Notes”). The December 2022 Notes bore interest at a rate of 5.95% per year, payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2018.

On June 11, 2018, the Company entered into an ATM debt distribution agreement, pursuant to which it may offer for sale, from time to time, up to $50 million in aggregate principal amount of December 2022 Notes through B. Riley FBR, Inc., acting as its sales agent. The Company issued an additional $19.6 million in aggregate principal amount of the December 2022 Notes under this agreement. All issuances of December 2022 Notes ranked equally in right of payment and form a single series of notes.

On September 29, 2020, the Company redeemed $20,000,000 in aggregate principal of the $77,136,175 in aggregate principal amount of issued and outstanding December 2022 Notes. On December 10, 2020, the Company redeemed $20,000,000 in aggregate principal of the $57,136,175 in aggregate principal amount of issued and outstanding December 2022 Notes. On January 21, 2021, the Company redeemed the remaining $37,136,175 in aggregate principal amount of issued and outstanding December 2022 Notes. The December 2022 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon, through, but excluding each of the redemption dates. Accordingly, the Company recognized realized losses on extinguishment of debt, equal to the write-off of the related unamortized debt issuance costs, of $1.0 million during the year ended March 31, 2021.

The Company recognized interest expense related to the December 2022 Notes, including amortization of deferred issuance costs of $1.3 million for the three months ended June 30, 2020. Average borrowings for the three months ended June 30, 2020 were $77.1 million. The December 2022 Notes had a weighted average effective yield of 5.93%.

October 2024 Notes

In September 2019, the Company issued $65.0 million in aggregate principal amount of 5.375% Notes due 2024 (the “Existing October 2024 Notes”). In October 2019, the Company issued an additional $10.0 million in aggregate principal amount of the October 2024 Notes (the "Additional October 2024 Notes"). In August 2020, the Company issued an additional $50.0 million in aggregate principal amount of the October 2024 Notes (the "New Notes" together with the Existing October 2024 Notes and the Additional October 2024 Notes, the "October 2024 Notes"). The Additional October 2024 Notes and the New Notes are being treated as a single series with the Existing October 2024 Notes under the indenture and have the same terms as the Existing October 2024 Notes. The October 2024 Notes mature on October 1, 2024 and may be redeemed in whole or in part at any time prior to July 1, 2024, at par plus a “make-whole” premium, and thereafter at par. The October 2024 Notes bear interest at a rate of 5.375% per year, payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2020. The October 2024 Notes are the direct unsecured obligations of the Company and rank pari passu with our other outstanding and future unsecured unsubordinated indebtedness and are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our Credit Facility.

As of June 30, 2021, the carrying amount of the October 2024 Notes was $123.0 million on an aggregate principal amount of $125.0 million at a weighted average effective yield of 5.375%. As of June 30, 2021, the fair value of the October 2024 Notes was $123.7 million. This is a Level 3 fair value measurement under ASC 820 based on a valuation model using a discounted cash flow analysis. The Company recognized interest expense related to the October 2024 Notes, including amortization of deferred issuance costs, of $1.8 million for the three months ended June 30, 2021. For the three months ended June 30, 2020, the Company recognized interest expense of $1.1 million. For the three months ended June 30, 2021 and 2020, average borrowings were $125.0 million and $75.0 million, respectively.

48
Table of Contents
The indenture governing the October 2024 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the October 2024 Notes and the trustee under the indenture if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the indenture and the second supplemental indenture relating to the October 2024 Notes.

In addition, holders of the Notes can require the Company to repurchase some or all of the October 2024 Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a “Change of Control Repurchase Event,” as defined in the second supplemental indenture relating to the October 2024 Notes.

January 2026 Notes

In December 2020, the Company issued $75.0 million in aggregate principal amount of 4.50% Notes due 2026 (the "Existing January 2026 Notes"). In February 2021, the Company issued an additional $65.0 million in aggregate principal amount of the January 2026 Notes (the "Additional January 2026 Notes" together with the Existing January 2026 Notes, the "January 2026 Notes"). The Additional January 2026 Notes were issued at a price of 102.11% of the aggregate principal amount of the Additional January 2026 Notes, resulting in a yield-to-maturity of approximately 4.0% at issuance. The January 2026 Notes mature on January 31, 2026 and may be redeemed in whole or in part at any time prior to October 31, 2025, at par plus a "make-whole" premium, and thereafter at par. The January 2026 Notes bear interest at a rate of 4.50% per year, payable semi-annually on January 31 and July 31 of each year, beginning on July 31, 2021. The January 2026 Notes are the direct unsecured obligations of the Company and rank pari passu with our other outstanding and future unsecured unsubordinated indebtedness and are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our Credit Facility.

As of June 30, 2021, the carrying amount of the January 2026 Notes was $138.5 million on an aggregate principal amount of $140.0 million at a weighted average effective yield of 4.46%. As of June 30, 2021, the fair value of the January 2026 Notes was $138.9 million. This is a Level 3 fair value measurement under ASC 820 based on a valuation model using a discounted cash flow analysis. The Company recognized interest expense related to the January 2026 Notes, including amortization of deferred issuance costs, of $1.7 million for the three months ended June 30, 2021. For the three months ended June 30, 2021, average borrowings were $140.0 million.

The indenture governing the January 2026 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the January 2026 Notes and the trustee under the indenture if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the indenture and the third supplemental indenture relating to the January 2026 Notes.

In addition, holders of the Notes can require the Company to repurchase some or all of the January 2026 Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a “Change of Control Repurchase Event,” as defined in the third supplemental indenture relating to the January 2026 Notes.

SBA Debentures

On April 20, 2021, SBIC I received a license from the SBA to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended. The license will allow SBIC I to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a leverage commitment by the SBA. SBA debentures are loans issued to an SBIC which have interest payable semi-annually and a ten-year maturity. The interest rate is fixed shortly after
49
Table of Contents
issuance at a market-driven spread over U.S. Treasury Notes with ten-year maturities. Current statutes and regulations permit SBIC I to borrow up to $175 million in SBA debentures.

On May 25, 2021, SBIC I received a leverage commitment from the SBA in the amount of $40.0 million to be issued on or prior to September 30, 2025.

6.    INCOME TAXES

We have elected, and intend to qualify annually, to be treated as a RIC under Subchapter M of the Code and have a tax year end of December 31. In order to qualify as a RIC, we must annually distribute at least 90% of our investment company taxable income, as defined by the Code, to our shareholders in a timely manner. Investment company income generally 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 capital gains that is distributed to its shareholders, including “deemed distributions” as discussed below. As part of maintaining RIC tax treatment, undistributed taxable income and capital gain, which is subject to a 4% non-deductible U.S. federal excise tax, pertaining to a given fiscal year may be distributed up to 12 months subsequent to the end of that fiscal year, provided such dividends are declared on or prior to the later of (1) the filing of the U.S. federal income tax return for the applicable fiscal year and (2) the fifteenth day of the ninth month following the close of the year in which such taxable income was generated. We intend to distribute to our stockholders, after consideration and application of our ability under the Code to carry forward certain excess undistributed taxable income from one tax year into the next tax year, substantially all of our taxable income.

As of June 30, 2021, CSWC qualified for RIC tax treatment. We intend to meet the applicable qualifications to be taxed as a RIC in future periods. However, the Company’s ability to meet certain portfolio diversification requirements of RICs in future years may not be controllable by the Company.

The determination of the tax attributes for CSWC’s distributions is made annually, based upon its taxable income for the full year and distributions paid for the full year. Therefore, any determination made on an interim basis is forward-looking based on currently available facts, rules and assumptions and may not be representative of the actual tax attributes of distributions for a full year.

During the quarter ended March 31, 2021, CSWC declared total dividends of $10.9 million, or $0.52 per share ($0.42 per share in regular dividends and $0.10 in supplemental dividends). During the quarter ended June 30, 2021, CSWC declared total dividends of $11.5 million, or $0.53 per share ($0.43 per share in regular dividends and $0.10 in supplemental dividends).

Ordinary dividend distributions from a RIC do not qualify for the 20% maximum tax rate on dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax attributes for distributions will generally include both ordinary income and capital gains, but may also include qualified dividends or return of capital.

The following reconciles net increase in net assets resulting from operations to estimated RIC taxable income for the three months ended June 30, 2021 and 2020:
50
Table of Contents
Three Months Ended June 30,
Reconciliation of RIC Distributable Income1
2021 2020
Net increase in net assets from operations $ 15,142  $ 8,877 
Net unrealized appreciation on investments (7,051) (7,605)
Income/gain (expense/loss) recognized for tax on pass-through entities 762  (58)
Loss recognized on dispositions 152  192 
Capital loss carryover2
1,068  5,590 
Net operating income - management company and taxable subsidiary (1,826) (42)
Non-deductible tax expense 52  210 
Non-deductible compensation 884  — 
Other book/tax differences 1,254  (203)
Estimated distributable income before deductions for distributions $ 10,437  $ 6,961 

1The calculation of taxable income for each period is an estimate and will not be finally determined until the Company files its tax return each year. Final taxable income may be different than this estimate.
2At June 30, 2021, the Company had short-term capital loss carryforwards of $0.7 million and long-term capital loss carryforwards of $18.2 million to offset future capital gains. These capital loss carryforwards are not subject to expiration.
A RIC may elect to retain all or a portion of its net capital gains by designating them as a “deemed distribution” to its shareholders and paying a federal tax on the net 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, 2020, we distributed all long-term capital gains and therefore had no deemed distributions to our shareholders or federal taxes incurred related to such items. For the tax year ended December 31, 2019, we had net long-term capital gains of $42.2 million, of which $25.7 million was distributed to shareholders as capital gains dividends. We elected to retain net long-term capital gains of $16.5 million and designate the retained amount as a "deemed distribution" to our shareholders. As a result, we incurred federal taxes on the retained amount on behalf of our shareholders in the amount of $3.5 million for the tax year ended December 31, 2019. "Deemed distributions" are generally reclassified from accumulated net realized gains into additional capital after our tax year ends each December 31.

In addition, the Taxable Subsidiary holds a portion of one or more of our portfolio investments that are listed on the Consolidated Schedule of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes in accordance with U.S. GAAP, so that our consolidated financial statements reflect our investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit us to hold certain interests in portfolio companies that are organized as limited liability companies, or LLCs (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of our gross income for U.S. federal income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of a partnership or LLC (or other pass-through entity) portfolio investment would flow through directly to us. To the extent that our income did not consist of investment income, it could jeopardize our ability to qualify as a RIC and therefore cause us to incur significant amounts of corporate-level U.S. federal income taxes. Where interests in LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, however, the income from those interests is taxed to the Taxable Subsidiary and does not flow through to us, thereby helping us preserve our RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for U.S. federal income tax purposes and may generate income tax expense as a result of their ownership of the portfolio companies. The income tax expense, or benefit, and the related tax assets and liabilities, if any, are reflected in our Statement of Operations.

51
Table of Contents
As of June 30, 2021, the cost of investments held at the RIC for U.S. federal income tax purposes was $776.9 million, with such investments having gross unrealized appreciation of $26.6 million and gross unrealized depreciation of $47.7 million, resulting in net unrealized depreciation of $21.1 million. As of June 30, 2021, the cost of investments held at the Taxable Subsidiary for U.S. federal income tax purposes was $20.6 million, with such investments having gross unrealized appreciation of $19.7 million and gross unrealized depreciation of $2.1 million, resulting in net unrealized appreciation of $17.6 million. On a consolidated basis, the total investment portfolio has net unrealized depreciation of $3.5 million for U.S. federal income tax purposes.

CSMC, a former wholly-owned subsidiary of CSWC, was not a RIC, and was required to pay taxes at the current corporate rate. Effective December 31, 2020, CSMC merged with and into CSWC, which is not subject to corporate federal income taxes. For tax purposes, CSMC had elected to be treated as a taxable entity, and therefore was not consolidated for tax purposes and was taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit. The Taxable Subsidiary is not a RIC and is required to pay taxes at the current corporate rate. For tax purposes, the Taxable Subsidiary has elected to be treated as a taxable entity, and therefore is not consolidated for tax purposes and is taxed at normal corporate tax rates based on its taxable income and, as a result of its activities, may generate income tax expense or benefit.

The taxable income, or loss, of CSMC and the Taxable Subsidiary may differ from book income, or loss, due to temporary book and tax timing differences and permanent differences. This income tax expense, or benefit, if any, and the related tax assets and liabilities, are reflected in our consolidated financial statements. CSMC recorded bonus accruals on a quarterly basis. Deferred taxes related to the changes in the restoration plan and bonus accruals are also recorded on a quarterly basis. The Taxable Subsidiary records valuation adjustments related to its investments on a quarterly basis. Deferred taxes related to the unrealized gain/loss on investments are also recorded on a quarterly basis. A valuation allowance is provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. Establishing a valuation allowance of a deferred tax asset requires management to make estimates related to expectations of future taxable income. As of June 30, 2021 and March 31, 2021, the Taxable Subsidiary had a deferred tax liability of $4.0 million and $3.3 million, respectively.

Based on our assessment of our unrecognized tax benefits, management believes that all benefits will be realized and they do not contain any uncertain tax positions.

The income tax expense, or benefit, and the related tax assets and liabilities, generated by CSWC, CSMC and the Taxable Subsidiary, if any, are reflected in CSWC’s consolidated financial statements. For the three months ended June 30, 2021, we recognized net income tax expense of $0.4 million, principally consisting of a $0.1 million accrual for U.S. federal excise tax on our estimated undistributed taxable income and $0.3 million of tax benefit (of which $0.1 million is current and $0.2 million is deferred) relating to the Taxable Subsidiary. For the three months ended June 30, 2020, we recognized net income tax expense of $0.4 million, principally consisting of a $0.2 million accrual for U.S. federal excise tax on our estimated undistributed taxable income, a provision for U.S. federal income taxes relating to CSMC of $0.1 million (all of which is deferred expense) and $0.1 million of deferred tax expense relating to our Taxable Subsidiary.

Although we believe our tax returns are correct, the final determination of tax examinations could be different from what was reported on the returns. In our opinion, we have made adequate tax provisions for years subject to examination. Generally, we are currently open to audit under the statute of limitations by the Internal Revenue Service as well as state taxing authorities for the years ended December 31, 2016 through December 31, 2019.
    
52
Table of Contents
7.    SHAREHOLDERS' EQUITY

On October 26, 2010, we received an exemptive order from the SEC permitting us to issue restricted stock to our executive officers and certain of our employees (the “Original Order”) pursuant to the Capital Southwest Corporation 2010 Restricted Stock Award Plan (the “2010 Plan”). On August 22, 2017, we received the exemptive order that supersedes the Original Order (the “Order”) and in addition to the relief granted under the Original Order, allows us to withhold shares to satisfy tax withholding obligations related to the vesting of restricted stock granted pursuant to the 2010 Plan, and to pay the exercise price of options to purchase shares of our common stock granted pursuant to the 2009 Stock Incentive Plan (the “2009 Plan”). The right to grant restricted stock awards under the 2010 Plan terminated on July 18, 2021, ten years after the date that the 2010 Plan was approved by the Company’s shareholders pursuant to its terms. In connection with the termination of the 2010 Plan, the Company’s Board of Directors and stockholders approved the Capital Southwest Corporation 2021 Employee Restricted Stock Award Plan (the "2021 Employee Plan") as part of the compensation packages for its employees, the terms of which are, in all material respects, identical to the 2010 Plan. In connection therewith, on July 19, 2021, we received an exemptive order that supersedes the Order (the “Superseding Order”) to permit the Company to (i) issue restricted stock as part of the compensation package for its employees in the 2021 Employee Plan, and (ii) withhold shares of the Company’s common stock or purchase shares of the Company’s common stock from the participants to satisfy tax withholding obligations relating to the vesting of restricted stock pursuant to the 2021 Employee Plan. In addition, on March 29, 2021, we filed an exemptive application with the SEC to permit the Company to (i) issue restricted stock as part of the compensation package for non-employee directors of the Board of Directors (the “Non-Employee Directors”) under the Capital Southwest Corporation 2021 Non-Employee Director Restricted Stock Award Plan (the “Non-Employee Director Plan”), and (ii) withhold shares of the Company’s common stock or purchase shares of the Company’s common stock from the Non-Employee Directors to satisfy tax withholding obligations relating to the vesting of restricted stock pursuant to the Non-Employee Director Plan. There can be no assurance if and when the Company will receive the exemptive order relating to the Non-Employee Director Plan. The terms of the exemptive order, if received, is expected to be substantially similar to the Superseding Order. The Non-Employee Director Plan will also be subject to shareholder approval upon receipt of the exemptive order.

During the three months ended June 30, 2021, the Company repurchased 20,450 shares at an aggregate cost of $0.5 million and a weighted average price per share of $26.43 in connection with the vesting of restricted stock awards. During the three months ended June 30, 2020, the Company repurchased 204 shares at an aggregate cost of $3.0 thousand and a weighted average price per share of $14.72 in connection with the vesting of restricted stock awards.

On March 4, 2019, the Company established an "at-the-market" offering (the "Equity ATM Program") which the Company may offer and sell, from time to time through sales agents, shares of its common stock having an aggregate offering price of up to $50,000,000. On February 4, 2020, the Company (i) increased the maximum amount of shares of its common stock to be sold through the Equity ATM Program to $100,000,000 from $50,000,000 and (ii) added two additional sales agents to the Equity ATM Program. On May 26, 2021, the Company (i) increased the maximum amount of shares of its common stock to be sold through the Equity ATM Program to $250,000,000 from $100,000,000 and (ii) reduced the commission paid to the sales agents for the Equity ATM Program to 1.5% from 2.0% of the gross sales price of shares of the Company's common stock sold through the sales agents pursuant to the Equity ATM Program on and after May 26, 2021.

During the three months ended June 30, 2021, the Company sold 1,077,309 shares of its common stock under the Equity ATM Program at a weighted-average price of $26.10 per share, raising $28.1 million of gross proceeds. Net proceeds were $27.7 million after commissions to the sales agents on shares sold. Of these proceeds, $4.9 million remained receivable and is included in Other Receivables in the Consolidated Statement of Assets and Liabilities as of June 30, 2021. The cash proceeds were received subsequent to quarter end on July 1 and July 2, 2021. During the three months ended June 30, 2020, the Company sold 373,177 shares of its common stock under the Equity ATM Program at a weighted-average price of $15.38 per share, raising $5.7 million of gross proceeds. Net proceeds were $5.6 million after commissions to the sales agents on shares sold.

Cumulative to date, the Company has sold 5,382,938 shares of its common stock under the Equity ATM Program at a weighted-average price of $20.80, raising $111.9 million of gross proceeds. Net proceeds were $109.9 million after commissions to the sales agents on shares sold. As of June 30, 2021, the Company has $138.1 million available under the Equity ATM Program.


53
Table of Contents
Share Repurchase Program

In January 2016, the Company’s Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $10 million of its outstanding shares of common stock in the open market at certain thresholds below its NAV per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Exchange Act. On March 1, 2016, the Company entered into a share repurchase agreement, which became effective immediately and terminated on March 26, 2020 upon the Company's purchase of the aggregate gross dollar amount (inclusive of commission fees) of its common stock under the share repurchase program meeting the threshold set forth in the share repurchase agreement.

On July 28, 2021, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $20 million of its outstanding shares of common stock in the open market at certain thresholds below its NAV per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Exchange Act.

8.    EMPLOYEE STOCK BASED COMPENSATION PLANS

Stock Awards

Under the 2010 Plan and the 2021 Employee Plan, a restricted stock award is an award of shares of our common stock, which have full voting and dividend rights but are restricted with regard to sale or transfer.  Restricted stock awards are independent of stock grants and are generally subject to forfeiture if employment terminates prior to these restrictions lapsing. Unless otherwise specified in the award agreement, these shares vest in equal annual installments over a four-year period from the grant date and are expensed over the vesting period starting on the grant date.

On August 2, 2018, the Fourth Amendment to the 2010 Plan increased the number of shares of Company common stock available for issuance by 850,000 shares. The Fourth Amendment also includes revisions regarding change in control provisions, minimum vesting periods, incorporation of a clawback policy and other technical revisions.

On August 22, 2017, we received an exemptive order from the SEC that supersedes the Original Order and, in addition to the relief granted under the Original Order, allows the Company to withhold shares to satisfy tax withholding obligations related to the vesting of restricted stock granted pursuant to the 2010 Plan (the "Order"). The right to grant restricted stock awards under the 2010 Plan terminated on July 18, 2021, ten years after the date that the 2010 Plan was approved by the Company’s shareholders pursuant to its terms. In connection with the termination of the 2010 Plan, the Company’s Board of Directors and stockholders approved the 2021 Employee Plan as part of the compensation packages for its employees, the terms of which are, in all material respects, identical to the 2010 Plan. The 2021 Employee Plan makes available for issuance 1,200,000 shares of common stock.

The following table summarizes the restricted stock available under the 2010 Plan for issuance for the three months ended June 30, 2021:

Restricted stock available for issuance as of March 31, 2020 367,938 
Additional restricted stock approved under the plan — 
Restricted stock granted during the three months ended June 30, 2021 (172,945)
Restricted stock forfeited during the three months ended June 30, 2021 35,176 
Restricted stock available for issuance as of June 30, 2021 230,169 

We expense the cost of the restricted stock awards, which is determined to equal the fair value of the restricted stock award at the date of grant on a straight-line basis over the requisite service period. For these purposes, the fair value of the restricted stock award is determined based upon the closing price of our common stock on the date of the grant.

For the three months ended June 30, 2021 and 2020, we recognized total share based compensation expense of $1.1 million and $0.6 million, respectively, related to the restricted stock issued to our employees and officers.

54
Table of Contents
During the three months ended June 30, 2021, the Company modified restricted stock awards to accelerate vesting of the unvested awards as of the separation date for one employee. The Company accounted for this as a modification of awards and recognized incremental compensation cost of $0.6 million. The incremental compensation cost is measured as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms were modified and recognized as compensation cost on the date of modification for vested awards.

As of June 30, 2021, the total remaining unrecognized compensation expense related to non-vested restricted stock awards was $9.1 million, which will be amortized over the weighted-average vesting period of approximately 2.8 years.

The following table summarizes the restricted stock outstanding under the 2010 Plan as of June 30, 2021:
Weighted Average Weighted Average
Fair Value Per Remaining Vesting
Restricted Stock Awards Number of Shares Share at grant date Term (in Years)
Unvested at March 31, 2021 429,776  $ 17.05  2.5 
Granted 172,945  27.60  3.9 
Vested (76,411) 16.59  2.9 
Forfeited (35,176) 15.42  — 
Unvested at June 30, 2021 491,134  $ 20.95  2.8 

9.    OTHER EMPLOYEE COMPENSATION

We established a 401(k) plan (“401K Plan”) effective October 1, 2015. All full-time employees are eligible to participate in the 401K Plan. The 401K Plan permits employees to defer a portion of their total annual compensation up to the Internal Revenue Service annual maximum based on age and eligibility. We made contributions to the 401K Plan of up to 4.5% of the Internal Revenue Service’s annual maximum eligible compensation, all of which is fully vested immediately. During both the three months ended June 30, 2021 and 2020, we made matching contributions of approximately $0.1 million.

55
Table of Contents
10.    COMMITMENTS AND CONTINGENCIES

Commitments

In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.

The balances of unused commitments to extend financing as of June 30, 2021 and March 31, 2021 were as follows (amounts in thousands):
June 30, March 31,
Portfolio Company 2021 2021
Revolving Loans
AllOver Media, LLC $ 2,000  $ 2,000 
Broad Sky Networks LLC 2,000  2,000 
Central Medical Supply LLC 1,200  1,200 
Clickbooth.com, LLC 1,086  1,086 
Dynamic Communities, LLC 500  500 
Electronic Transaction Consultants LLC 3,704  3,704 
Fast Sandwich, LLC 3,100  3,100 
FoodPharma Subsidiary Holdings, LLC 3,000  — 
GrammaTech, Inc. 2,500  2,500 
Ian, Evan, & Alexander Corporation (DBA EverWatch) 2,000  2,000 
ITA Holdings Group, LLC 2,000  2,000 
Klein Hersh, LLC 938  938 
Mako Steel LP 925  1,226 
NeuroPsychiatric Hospitals, LLC 5,000  — 
NinjaTrader, Inc. 1,500  1,500 
NWN Parent Holdings, LLC 1,800  — 
Roseland Management, LLC 1,500  1,500 
RTIC Subsidiary Holdings, LLC 1,096  767 
Shearwater Research, Inc. 2,446  — 
Student Resource Center, LLC 1,333  — 
Total Revolving Loans 39,628  26,021 
Delayed Draw Term Loans
Acceleration Partners, LLC 57  216 
Central Medical Supply LLC 1,400  1,400 
CityVet Inc. 3,500  6,750 
Crafty Apes, LLC 2,000  — 
FoodPharma Subsidiary Holdings, LLC 7,500  — 
NeuroPsychiatric Hospitals, LLC 10,000  — 
NinjaTrader, Inc. 2,655  2,655 
Shearwater Research, Inc. 3,262  — 
Total Delayed Draw Term Loans 30,374  11,021 
56
Table of Contents
June 30, March 31,
Portfolio Company 2021 2021
Other
American Nuts Operations LLC 384  384 
I-45 SLF LLC 4,800  8,000 
Total Other 5,184  8,384 
Total unused commitments to extend financing $ 75,186  $ 45,426 

As of June 30, 2021, total revolving and delayed draw loan commitments included commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of June 30, 2021, the Company had $3.7 million in letters of credit issued and outstanding under these commitments on behalf of portfolio companies. For all of these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. Of these letters of credit, $3.1 million expire in May 2022, $0.4 million expire in August 2021 and $0.2 million expire in April 2022. As of June 30, 2021, none of the letters of credit issued and outstanding were recorded as a liability on the Company's balance sheet as such letters of credit are considered in the valuation of the investments in the portfolio company.

Effective April 1, 2019, ASC 842 required that a lessee to evaluate its leases to determine whether they should be classified as operating or financing leases. The Company identified one operating lease for its office space. The lease commenced on October 1, 2014 and expires February 28, 2022.

As CSWC classified this lease as an operating lease prior to implementation, ASC 842 indicates that a right-of-use asset and lease liability should be recorded based on the effective date. CSWC adopted ASC 842 effective April 1, 2019 and recorded a right-of-use asset and a lease liability as of that date. After this date, the Company has recorded lease expense on a straight-line basis, consistent with the accounting treatment for lease expense prior to the adoption of ASC 842.

Total lease expense incurred for each of the three months ended June 30, 2021 and 2020 was $58.1 thousand. As of June 30, 2021, the asset related to the operating lease was $0.1 million and the lease liability was $0.2 million. As of June 30, 2021, the remaining lease term was 0.6 years and the discount rate was 2.65%.

The following table shows future minimum payments under the Company's operating lease as of June 30, 2021 (in thousands):

Year ending March 31,  Rent Commitment
2022 $ 181 
Total $ 181 

In March 2021, the Company executed an agreement to lease new office space, which is expected to commence during the third quarter of fiscal year 2022. The office space will be approximately 13,000 square feet. This lease will be classified as an operating lease and has a term of approximately 10 years.

Contingencies

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. To our knowledge, we have no currently pending material legal proceedings to which we are party or to which any of our assets are subject.

11.    RELATED PARTY TRANSACTIONS

As a BDC, we are obligated under the 1940 Act to make available to our portfolio companies significant managerial assistance. “Making available significant managerial assistance” refers to any arrangement whereby we provide significant guidance and counsel concerning the management, operations, or business objectives and policies of
57
Table of Contents
a portfolio company. We are also deemed to be providing managerial assistance to all portfolio companies that we control, either by ourselves or in conjunction with others. The nature and extent of significant managerial assistance provided by us will vary according to the particular needs of each portfolio company.

During both the three months ended June 30, 2021 and 2020, we did not receive any management fees from our portfolio companies. Additionally, as of June 30, 2021 and March 31, 2021, we had dividends receivable from I-45 SLF LLC of $1.6 million and $1.5 million, respectively, which were included in dividends and interest receivables on the Consolidated Statements of Assets and Liabilities.

58
Table of Contents
12.    SUMMARY OF PER SHARE INFORMATION

The following presents a summary of per share data for the three months ended June 30, 2021 and 2020 (share amounts presented in thousands).
Three Months Ended
June 30,
Per Share Data: 2021 2020
Investment income1
$ 0.88  $ 0.84 
Operating expenses1
(0.43) (0.44)
Income taxes1
(0.02) (0.02)
Net investment income1
0.43  0.38 
Net realized loss1
(0.05) (0.31)
Net unrealized appreciation on investments, net of tax1
0.33  0.42 
Total increase from investment operations 0.71  0.49 
Accretive effect of share issuances and repurchases 0.47  — 
Dividends to shareholders (0.53) (0.51)
Issuance of restricted stock1,2
(0.10) (0.18)
Common stock withheld for payroll taxes upon vesting of restricted stock —  0.00 
Share based compensation expense 0.05  0.03 
Other3
(0.03) (0.01)
Increase (decrease) in net asset value 0.57  (0.18)
Net asset value
Beginning of period 16.01  15.13 
End of period $ 16.58  $ 14.95 
Ratios and Supplemental Data
Ratio of operating expenses to average net assets4
2.64  % 2.91  %
Ratio of net investment income to average net assets4
2.61  % 2.48  %
Portfolio turnover 0.79  % 1.34  %
Total investment return4,5
7.22  % 22.50  %
Total return based on change in NAV4,6
6.87  % 2.18  %
Per share market value at the end of the period $ 23.23  $ 13.48 
Weighted-average common shares outstanding 21,202  18,148 
Weighted-average fully diluted shares outstanding 21,202  18,148 
Common shares outstanding at end of period 22,200  18,588 

1Based on weighted average of common shares outstanding for the period.
2Reflects impact of the different share amounts as a result of issuance or forfeiture of restricted stock during the period.
3Includes the impact of the different share amounts as a result of calculating certain per share data based on the weighted-average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end. The balance increases with the increase in variability of shares outstanding throughout the year due to share issuance and repurchase activity.
4Not annualized.
5Total investment return based on purchase of stock at the current market price on the first day and a sale at the current market price on the last day of each period reported on the table and assumes reinvestment of dividends at prices obtained by CSWC’s dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.
6Total return based on change in NAV was calculated using the sum of ending NAV plus dividends to shareholders and other non-operating changes during the period, as divided by the beginning NAV, and has not been annualized.

59
Table of Contents
13.    SIGNIFICANT SUBSIDIARIES

I-45 SLF LLC

In September 2015, we entered into a limited liability company agreement with Main Street Capital Corporation ("Main Street") to form I-45 SLF LLC (the "Initial I-45 LLC Agreement"). I-45 SLF LLC began investing in UMM syndicated senior secured loans during the quarter ended December 31, 2015. The initial equity capital commitment to I-45 SLF LLC totaled $85.0 million, consisting of $68.0 million from CSWC and $17.0 million from Main Street. On April 30, 2020, pursuant to the terms of the Initial I-45 LLC Agreement, each of CSWC and Main Street made an additional equity capital commitment of $12.8 million and $3.2 million, respectively, which resulted in a total equity capital commitment to I-45 SLF LLC of $80.8 million and $20.2 million, respectively.

On March 11, 2021, the Company and Main Street entered into the Second Amended and Restated Limited Liability Company Operating Agreement (the "Amendment"), which increased the current profits interest that is allocated to the Company on a pro rata basis from (a) 75.6% to (b) an amount equal to: (i) 76.26250% as of the date of the Amendment through the quarter ended March 31, 2021; (ii) 76.9250% for quarter ended June 30, 2021; (iii) 77.58750% for the quarter ended September 30, 2021; and (iv) 78.250% for the quarter ended December 31, 2021 and periods thereafter.

On March 25, 2021, I-45 SLF LLC declared a return of capital dividend to its members in the amount of $10.0 million. As of June 30, 2021, total funded equity capital totaled $95.0 million, consisting of $76.0 million from CSWC and $19.0 million from Main Street. CSWC owns 80% of I-45 SLF LLC and has a current profits interest of 76.925%, while Main Street Capital Corporation owns 20% and has a current profits interest of 23.075%.  I-45 SLF LLC's Board of Managers makes all investment and operational decisions for the fund, and consists of equal representation from CSWC and Main Street Capital Corporation.

As of June 30, 2021 and March 31, 2021, I-45 SLF LLC had total assets of $185.9 million and $177.8 million, respectively. I-45 SLF LLC had approximately $169.6 million and $164.4 million of total investments at fair value as of June 30, 2021 and March 31, 2021, respectively. The portfolio companies in I-45 SLF LLC are in industries similar to those in which CSWC may invest directly. As of June 30, 2021, none of the credit investments were unsettled trades. During the three months ended June 30, 2021, I-45 SLF LLC declared a total dividend of $2.1 million of which $1.6 million was paid to CSWC in July 2021.

Additionally, I-45 SLF LLC closed on a $75.0 million 5-year senior secured credit facility (the “I-45 credit facility”) in November 2015. The I-45 credit facility includes an accordion feature which will allow I-45 SLF LLC to achieve leverage of approximately 2x debt-to-equity. Borrowings under the I-45 credit facility are secured by all of the assets of I-45 SLF LLC and bear interest at a rate equal to LIBOR plus 2.5% per annum. During the year ended March 31, 2017, I-45 SLF LLC increased debt commitments outstanding by an additional $90.0 million by adding three additional lenders to the syndicate, bringing total debt commitments to $165.0 million. In July 2017, the I-45 credit facility was amended to extend the maturity to July 2022. Additionally, the amendment reduced the interest rate on borrowings to LIBOR plus 2.4% per annum. In November 2019, the I-45 credit facility was amended to extend the maturity to November 2024 and to reduce the interest rate on borrowings to LIBOR plus 2.25% per annum. On April 30, 2020, the I-45 credit facility was amended to permanently reduce the I-45 credit facility amount through a prepayment of $15.0 million and to change the minimum utilization requirements. In March 2021, the I-45 credit facility was amended to extend the maturity to March 25, 2026 and to reduce the interest rate on borrowings to LIBOR plus 2.15%. Under the I-45 credit facility, $107.0 million has been drawn as of June 30, 2021.
60
Table of Contents
Below is certain summarized financial information for I-45 SLF LLC as of June 30, 2021 and March 31, 2021 and for the three months ended June 30, 2021 and 2020 (amounts in thousands):
June 30, 2021 March 31, 2021
Selected Balance Sheet Information:
Investments, at fair value (cost $176,002 and $170,791) $ 169,625  $ 164,351 
Cash and cash equivalents 10,399  10,419 
Due from broker 3,014  152 
Deferred financing costs and other assets 2,310  2,301 
Interest receivable 522  553 
Total assets $ 185,870  $ 177,776 
Senior credit facility payable $ 107,000  $ 91,000 
Other liabilities 2,215  2,131 
Total liabilities $ 109,215  $ 106,203 
Members’ equity 76,655  71,573 
Total liabilities and members' equity $ 185,870  $ 177,776 

Three Months Ended
June 30, 2021 June 30, 2020
Selected Statement of Operations Information:
Total revenues $ 3,122  $ 3,766 
Total expenses (1,097) (1,293)
Net investment income 2,025  2,473 
Net unrealized appreciation (depreciation) 63  5,410 
Net realized (losses) gains 1,069  (306)
Net increase (decrease) in members’ equity resulting from operations $ 3,157  $ 7,577 


61
Table of Contents
Below is a summary of I-45 SLF LLC’s portfolio, followed by a listing of the individual loans in I-45 SLF LLC’s portfolio as of June 30, 2021 and March 31, 2021 (in thousands):

I-45 SLF LLC Loan Portfolio as of June 30, 2021
Current
Investment Maturity Interest
Portfolio Company Industry Type Date
Rate1
Principal Cost
Fair Value2
AAC New Holdco Inc. Healthcare services First Lien 6/25/2025 10.00%, 8.00% PIK $ 1,787  $ 1,787  $ 1,734 
304,075 shares common stock — — —  1,449  1,449 
Warrants (Expiration - December 11, 2025) — — —  482  482 
ADS Tactical, Inc. Aerospace & defense First Lien 3/19/2026 L+5.75%
(Floor 1.00%) 		6,647  6,516  6,696 
American Teleconferencing Services, Ltd.3
Telecommunications First Lien 6/8/2023 L+6.50%
(Floor 1.00%) 		6,759  6,720  2,965 
ATX Canada Acquisitionco Inc. Technology products & components First Lien 12/31/2023 P+8.75%, 1.50% PIK
(Floor 1.00%) 		4,481  4,464  4,100 
Burning Glass Intermediate Holding Company, Inc.4
Software & IT services First Lien 6/10/2028 L+5.00%
(Floor 1.00%) 		2,689  2,630  2,669 
California Pizza Kitchen, Inc. Restaurants First Lien 11/23/2024 L+10.00%
(Floor 1.50%) 		937  913  938 
First Lien Rolled Up 11/23/2024 1.00%, L+11.00% PIK
(Floor 1.50%) 		1,072  1,068  1,088 
Second Lien 5/23/2025 1.00%, L+12.50% PIK
(Floor 1.50%) 		1,181  1,181  1,196 
Corel Inc. Software & IT services First Lien 7/2/2026 L+5.00% 6,984  6,800  6,997 
Evergreen AcqCo 1 LP
Consumer products & retail First Lien 4/26/2028 L+5.75%
(Floor 0.75%) 		4,200  4,159  4,249 
Geo Parent Corporation Building & infrastructure products First Lien 12/19/2025 L+5.25% 4,888  4,856  4,888 
Go Wireless Holdings, Inc. Consumer products & retail First Lien 12/22/2024 L+6.50%
(Floor 1.00%) 		7,643  7,614  7,651 
Hunter Defense Technologies, Inc. Aerospace & defense First Lien 3/29/2023 L+6.00%
(Floor 1.00%) 		6,032  5,965  6,001 
InfoGroup Inc. Software & IT services First Lien 4/3/2023 L+5.00%
(Floor 1.00%) 		2,873  2,864  2,722 
Integro Parent Inc. Business services First Lien 10/28/2022 L+5.75%
(Floor 1.00%) 		3,241  3,219  3,185 
62
Table of Contents
Current
Investment Maturity Interest
Portfolio Company Industry Type Date
Rate1
Principal Cost
Fair Value2
Intermedia Holdings, Inc. Software & IT services First Lien 7/21/2025 L+6.00%
(Floor 1.00%) 		5,721  5,699  5,720 
Inventus Power, Inc. Technology products & components First Lien 3/29/2024 L+5.00%
(Floor 1.00%) 		6,983  6,919  6,919 
INW Manufacturing, LLC Food, agriculture, & beverage First Lien 3/25/2027 L+5.75%
(Floor 0.75%) 		2,981  2,894  2,922 
Isagenix International, LLC Consumer products & retail First Lien 6/14/2025 L+5.75%
(Floor 1.00%) 		1,788  1,778  1,468 
KORE Wireless Group Inc. Telecommunications First Lien 12/20/2024 L+5.50% 4,694  4,670  4,694 
Lab Logistics, LLC Healthcare services First Lien 9/25/2023 L+7.25%
(Floor 1.00%) 		6,290  6,245  6,290 
Lift Brands, Inc. Consumer services Tranche A 6/29/2025 L+7.50%
(Floor 1.00%) 		2,521  2,521  2,370 
Tranche B 6/29/2025 9.50% PIK 543  543  435 
Tranche C 6/29/2025 — 565  565  452 
Equity — — —  749  749 
Lightbox Intermediate, L.P. Software & IT services First Lien 5/9/2026 L+5.00% 4,986  4,945  4,961 
LOGIX Holdings Company, LLC Telecommunications First Lien 12/23/2024 L+5.75%
(Floor 1.00%) 		5,874  5,849  5,609 
Lulu's Fashion Lounge, LLC Consumer products & retail First Lien 8/26/2022 L+7.00%, 2.50% PIK
(Floor 1.00%) 		3,625  3,577  3,099 
Mills Fleet Farm Group LLC Consumer products & retail First Lien 10/24/2024 L+6.00%
(Floor 1.00%) 		4,623  4,572  4,623 
NBG Acquisition, Inc. Wholesale First Lien 4/26/2024 L+5.50%
(Floor 1.00%) 		2,719  2,697  2,476 
Novetta Solutions, LLC Software & IT services First Lien 10/17/2022 L+5.00%
(Floor 1.00%) 		4,832  4,790  4,838 
PaySimple, Inc. Software & IT services Delayed Draw Term Loan 8/23/2025 L+5.50% 1,365  1,342  1,365 
First Lien 8/23/2025 L+5.50% 4,209  4,166  4,209 
PT Network, LLC Healthcare products First Lien 11/30/2023 L+5.50%, 2.00% PIK
(Floor 1.00%) 		4,476  4,476  4,476 
Research Now Group, Inc. Business services First Lien 12/20/2025 L+5.50%
(Floor 1.00%) 		4,974  4,974  4,929 
Retail Services WIS Corporation Business services First Lien 5/20/2025 L+7.75%
(Floor 1.00%) 		3,015  2,956  2,970 
Tacala, LLC Consumer products & retail Second Lien 2/7/2028 L+7.50%
(Floor 0.75%) 		5,000  4,990  5,022 
TEAM Services Group, LLC Healthcare services First Lien 12/20/2027 L+5.00%
(Floor 1.00%) 		4,988  4,963  4,963 
63
Table of Contents
Current
Investment Maturity Interest
Portfolio Company Industry Type Date
Rate1
Principal Cost
Fair Value2
TestEquity, LLC Capital equipment First Lien 4/28/2022 L+6.25%
(Floor 1.00%) 		3,816  3,810  3,358 
First Lien - Term Loan B 4/28/2022 L+6.25% 947  945  833 
Time Manufacturing Acquisition Capital equipment First Lien 2/3/2023 L+5.00%
(Floor 1.00%) 		5,716  5,702  5,737 
UniTek Global Services, Inc. Telecommunications First Lien 8/20/2024 L+5.50%, 1.00% PIK
(Floor 1.00%) 		2,757  2,742  2,504 
U.S. TelePacific Corp. Telecommunications First Lien 5/2/2023 L+6.00%
(Floor 1.00%) 		5,200  5,175  4,810 
Vida Capital, Inc. Financial services First Lien 10/1/2026 L+6.00% 3,750  3,708  3,619 
YS Garments, LLC Consumer products & retail First Lien 8/9/2024 L+6.00%
(Floor 1.00%) 		4,376  4,353  4,195 
Total Investments $ 176,002  $ 169,625 

1Represents the interest rate as of June 30, 2021. All interest rates are payable in cash, unless otherwise noted. The majority of investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or Prime (“P”) which reset daily, monthly, quarterly, or semiannually. For each investment, the Company has provided the spread over LIBOR or Prime in effect at June 30, 2021. Certain investments are subject to a LIBOR or Prime interest rate floor.
2Represents the fair value determined utilizing a similar process as the Company in accordance with ASC 820. However, the determination of such fair value is determined by the Board of Managers of I-45 SLF LLC. It is not included in the Company’s Board of Directors’ valuation process described elsewhere herein.
3Investment is on non-accrual status as of June 30, 2021, meaning the Company has ceased to recognize interest income on the investment.
4The investment has approximately $0.3 million in an unfunded revolving loan commitment as of June 30, 2021.
64
Table of Contents
I-45 SLF LLC Loan Portfolio as of March 31, 2021
Current
Investment Maturity Interest
Portfolio Company Industry Type Date
Rate1
Principal
Cost2
Fair Value3
AAC New Holdco Inc. Healthcare services First Lien 6/25/2025 10.00%, 8.00% PIK $ 1,752  $ 1,752  $ 1,743 
304,075 shares common stock — — —  1,449  1,449 
Warrants (Expiration - December 11, 2025) — — —  482  482 
ADS Tactical Aerospace & defense First Lien 3/19/2026 L+5.75%
(Floor 1.00%) 		6,731  6,596  6,697 
American Teleconferencing Services, Ltd. Telecommunications First Lien 6/8/2023 L+6.50%
(Floor 1.00%) 		6,759  6,698  3,590 
ATX Canada Acquisitionco Inc. Technology products & components First Lien 12/31/2023 L+6.25%, 1.50% PIK
(Floor 1.00%) 		4,464  4,462  4,084 
California Pizza Kitchen, Inc. Restaurants First Lien 11/23/2024 L+10.00%
(Floor 1.50%) 		937  913  936 
First Lien Rolled Up 11/23/2024 1.00%, L+11.00% PIK
(Floor 1.50%) 		1,039  1,035  1,033 
Second Lien 5/23/2025 1.00%, L+12.50% PIK
(Floor 1.50%) 		1,141  1,141  1,115 
67,841 shares common stock — — —  1,845  1,845 
Corel Software & IT services First Lien 7/2/2026 L+5.00% 7,030  6,834  7,008 
Geo Parent Corporation Building & infrastructure products First Lien 12/19/2025 L+5.25% 4,900  4,867  4,888 
Go Wireless Holdings, Inc. Consumer products & retail First Lien 12/22/2024 L+6.50%
(Floor 1.00%) 		6,848  6,816  6,839 
Hunter Defense Technologies, Inc. Aerospace & defense First Lien 3/29/2023 L+6.00%
(Floor 1.00%) 		6,122  6,049  6,091 
InfoGroup Inc. Software & IT services First Lien 4/3/2023 L+5.00%
(Floor 1.00%) 		2,880  2,870  2,741 
Integro Parent Inc. Business services First Lien 10/28/2022 L+5.75%
(Floor 1.00%) 		3,253  3,226  3,201 
Intermedia Holdings, Inc. Software & IT services First Lien 7/21/2025 L+6.00%
(Floor 1.00%) 		5,735  5,712  5,748 
Inventus Power, Inc. Technology Products & Components First Lien 3/29/2024 L+5.00%
(Floor 1.00%) 		7,000  6,930  6,930 
65
Table of Contents
Current
Investment Maturity Interest
Portfolio Company Industry Type Date
Rate1
Principal
Cost2
Fair Value3
Isagenix International, LLC Consumer products & retail First Lien 6/14/2025 L+5.75%
(Floor 1.00%) 		1,823  1,812  1,376 
KORE Wireless Group Inc. Telecommunications First Lien 12/20/2024 L+5.50% 4,706  4,680  4,700 
Lab Logistics, LLC Healthcare services First Lien 9/25/2023 L+7.25%
(Floor 1.00%) 		6,305  6,255  6,305 
Lift Brands, Inc. Consumer services Tranche A 6/29/2025 L+7.5%
(Floor 1.00%) 		2,521  2,521  2,370 
Tranche B 6/29/2025 9.50% PIK 531  531  424 
Tranche C 6/29/2025 — 565  565  452 
1,051 shares common stock — — —  749  749 
Lightbox Intermediate, L.P. Software & IT services First Lien 5/9/2026 L+5.00% 3,453  3,418  3,419 
LOGIX Holdings Company, LLC Telecommunications First Lien 12/23/2024 L+5.75%
(Floor 1.00%) 		5,890  5,863  5,683 
Lulu's Fashion Lounge, LLC Consumer products & retail First Lien 8/26/2022 L+7.00%, 2.50% PIK
(Floor 1.00%) 		3,686  3,633  3,152 
Mills Fleet Farm Group LLC Consumer products & retail First Lien 10/24/2024 L+6.00%
(Floor 1.00%) 		4,625  4,570  4,533 
NBG Acquisition, Inc. Wholesale First Lien 4/26/2024 L+5.50%
(Floor 1.00%) 		2,738  2,714  2,468 
Novetta Solutions, LLC Software & IT services First Lien 10/17/2022 L+5.00%
(Floor 1.00%) 		4,845  4,795  4,836 
PaySimple, Inc. Software & IT services Delayed Draw Term Loan 8/23/2025 L+5.50% 1,369  1,346  1,365 
First Lien 8/23/2025 L+5.50% 4,220  4,174  4,209 
Pet Supermarket, Inc. Consumer products & retail First Lien 7/5/2022 L+5.50%
(Floor 1.00%) 		4,760  4,750  4,641 
PT Network, LLC Healthcare products First Lien 11/30/2023 L+5.50%, 2.00% PIK
(Floor 1.00%) 		4,465  4,465  4,465 
Research Now Group, Inc. Business Services First Lien 12/20/2025 L+5.50%
(Floor 1.00%) 		4,987  4,987  4,950 
Signify Health, LLC Healthcare services First Lien 12/23/2024 L+4.50%
(Floor 1.00%) 		5,044  5,017  5,064 
Tacala, LLC Consumer products & retail Second Lien 2/7/2028 L+7.50%
(Floor 0.75%) 		5,000  4,989  5,002 
TestEquity, LLC Capital equipment First Lien 4/28/2022 L+6.25%
(Floor 1.00%) 		3,816  3,808  3,358 
66
Table of Contents
Current
Investment Maturity Interest
Portfolio Company Industry Type Date
Rate1
Principal
Cost2
Fair Value3
First Lien - Term Loan B 4/28/2022 L+6.25%
(Floor 1.00%) 		949  947  835 
TGP Holdings III LLC Durable consumer goods Second Lien 9/25/2025 L+8.50%
(Floor 1.00%) 		2,500  2,479  2,483 
Time Manufacturing Acquisition Capital equipment First Lien 2/3/2023 L+5.00%
(Floor 1.00%) 		5,802  5,785  5,824 
UniTek Global Services, Inc. Telecommunications First Lien 8/20/2024 L+5.50%, 1.00% PIK
(Floor 1.00%) 		2,736  2,721  2,480 
U.S. TelePacific Corp. Telecommunications First Lien 5/2/2023 L+5.50%
(Floor 1.00%) 		5,200  5,172  4,829 
Vida Capital, Inc. Financial services First Lien 10/1/2026 L+6.00% 3,805  3,760  3,672 
YS Garments, LLC Consumer products & retail First Lien 8/9/2024 L+6.00%
(Floor 1.00%) 		4,634  4,608  4,287 
Total Investments $ 170,791  $ 164,351 

1Represents the interest rate as of March 31, 2021. All interest rates are payable in cash, unless otherwise noted. The majority of investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) or Prime (“Prime”) which reset daily, monthly, quarterly, or semiannually. For each the Company has provided the spread over LIBOR or Prime in effect at March 31, 2021. Certain investments are subject to a LIBOR or Prime interest rate floor. Certain investments, as noted, accrue payment-in-kind ("PIK") interest.
2Represents amortized cost.
3Represents the fair value determined utilizing a similar process as the Company in accordance with ASC 820. However, the determination of such fair value is determined by the Board of Managers of the Joint Venture. It is not included in the Company’s Board of Directors’ valuation process described elsewhere herein.

67
Table of Contents
14.    SUBSEQUENT EVENTS

On July 28, 2021, the Board of Directors declared a total dividend of $0.54 per share, comprised of a regular dividend of $0.44 and a supplemental dividend of $0.10, for the quarter ended September 30, 2021. The record date for the dividend is September 15, 2021. The payment date for the dividend is September 30, 2021.
68
Table of Contents
CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
Consolidated Schedule of Investments in and Advances to Affiliates (Unaudited)
Three Months Ended June 30, 2021
(amounts in thousands)
Portfolio Company Type of Investment (1) Amount of Interest or Dividends Credited in Income (2) Fair Value at March 31, 2021 Gross Additions (3) Gross Reductions (4) Amount of Realized Gain/(Loss) (5) Amount of Unrealized Gain/(Loss) Fair Value at June 30, 2021
Control Investments
I-45 SLF LLC 80% LLC equity interest $ 1,597  $ 57,158  $ 3,200  $ —  $ —  $ 914  $ 61,272 
Total Control Investments $ 1,597  $ 57,158  $ 3,200  $ —  $ —  $ 914  $ 61,272 
Affiliate Investments
Central Medical Supply LLC Revolving Loan $ 11  $ 276  $ 2  $ —  $ —  $ (2) $ 276 
First Lien 210  6,908  6  —  —  (6) 6,908 
Delayed Draw Term Loan 6  92  2  —  —  (2) 92 
875,000 Preferred Units —  641  —  —  —  (392) 249 
Chandler Signs, LLC 1,500,000 units of Class A-1 common stock —  1,343  —  —  —  (575) 768 
Delphi Intermediate Healthco LLC First Lien 38  1,398  —  —  —  —  1,398 
First Lien 39  1,500  26  —  —  (1) 1,525 
1,681.04 Common Units —  3,615  —  —  —  221  3,836 
Dynamic Communities, LLC Revolving Loan 1  —  —  —  —  —  — 
First Lien 361  9,966  228  —  —  (33) 10,161 
Senior subordinated debt 23  372  23  —  —  —  395 
2,000,000 Preferred units —  1,274  —  —  —  —  1,274 
GrammaTech, Inc. Revolving Loan 6  —  2  —  —  (2) — 
First Lien 285  11,420  9  —  —  (205) 11,224 
1,000 Class A units —  1,208  —  —  —  (203) 1,005 
ITA Holdings Group, LLC Revolving loan 4  —  2  —  —  (2) — 
First Lien - Term Loan 216  10,061  12  —  —  (12) 10,061 
First Lien - Term Loan B 146  5,101  6  —  —  (6) 5,101 
First Lien - PIK Note A 99  2,630  95  —  —  (31) 2,694 
First Lien - PIK Note B 3  103  3  —  —  —  106 
Warrants —  2,968  —  —  —  307  3,275 
9.25% Class A membership interest —  2,532  —  —  —  480  3,012 
69
Table of Contents
Portfolio Company Type of Investment (1) Amount of Interest or Dividends Credited in Income (2) Fair Value at March 31, 2021 Gross Additions (3) Gross Reductions (4) Amount of Realized Gain/(Loss) (5) Amount of Unrealized Gain/(Loss) Fair Value at June 30, 2021
SIMR, LLC First lien —  12,103  224  —  —  (442) 11,885 
9,374,510.2 Class B Common Units —  —  —  —  —  —  — 
Sonobi, Inc. First Lien 200  8,500  7  —  —  (7) 8,500 
500,000 Class A Common Units —  1,235  —  —  —  455  1,690 
Total Affiliate Investments $ 1,648  $ 85,246  $ 647  $ —  $ —  $ (458) $ 85,435 
Total Control & Affiliate Investments $ 3,245  $ 142,404  $ 3,847  $ —  $ —  $ 456  $ 146,707 

(1)The principal amount and ownership detail as shown in the Consolidated Schedules of Investments.
(2)Represents the total amount of interest or dividends credited to income for the portion of the year an investment was included in the Control or Affiliate categories, respectively.
(3)Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments, accrued PIK interest, and accretion of OID. Gross additions also include movement of an existing portfolio company into this category and out of a different category.
(4)Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include movement of an existing portfolio company out of this category and into a different category.
(5)The schedule does not reflect realized gains or losses on escrow receivables for investments which were previously exited and were not held during the period presented. Gains and losses on escrow receivables are classified in the Consolidated Statements of Operations according to the control classification at the time the investment was exited.

70
Table of Contents
Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q.

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 “may,” “predict,” “will,” “continue,” “likely,” “would,” “could,” “should,” “expect,” “anticipate,” “potential,” “estimate,” “indicate,” “seek,” “believe,” “target,” “intend,” “plan,” or “project” and other similar expressions identify forward-looking statements. These risks include risks related to changes in the markets in which the Company invests; changes in the financial and lending markets; regulatory changes; tax treatment and general economic and business conditions; and uncertainties associated with the impact from the COVID-19 pandemic, including its impact on the global and U.S. capital markets and the global and U.S. economy, the length and duration of the COVID-19 outbreak in the United States as well as worldwide and the magnitude of the economic impact of that outbreak; the effect of the COVID-19 pandemic on our business prospects and the operational and financial performance of our portfolio companies, including our ability and their ability to achieve their respective objectives, and the effects of the disruptions caused by the COVID-19 pandemic on our ability to continue to effectively manage our business. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results could differ materially from those we express in the forward-looking statements as a result of several factors more fully described in “Risk Factors” and elsewhere in our Form 10-K for the fiscal year ended March 31, 2021 and in this Form 10-Q. The forward-looking statements made in this Form 10-Q relate 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 our Form 10-K for the fiscal year ended March 31, 2021. We undertake no obligation to update publicly any forward-looking statements for any reason, whether as a result of new information, future events or otherwise, except as required by law.

OVERVIEW

We are an internally managed closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. We specialize in providing customized debt and equity financing to LMM companies and debt capital to UMM companies in a broad range of investment segments located primarily in the United States. Our investment objective is to produce attractive risk-adjusted returns by generating current income from our debt investments and capital appreciation from our equity and equity related investments. Our investment strategy is to partner with business owners, management teams and financial sponsors to provide flexible financing solutions to fund growth, changes of control, or other corporate events. We invest primarily in senior debt securities, secured by security interests in portfolio company assets. We also invest in equity interests in our portfolio companies alongside our debt securities.

We focus on investing in companies with histories of generating revenues and positive cash flow, established market positions and proven management teams with strong operating discipline. We primarily target senior debt and equity investments in LMM companies, as well as first and second lien loans in UMM companies. Our target LMM companies typically have annual EBITDA between $3.0 million and $20.0 million, and our LMM investments generally range in size from $10.0 million to $25.0 million. Our UMM investments generally include first and second lien loans in companies with EBITDA generally greater than $20.0 million, and our UMM investments typically range in size from $5.0 million to $15.0 million.

We seek to fill the financing gap for LMM companies, which, historically, have had more limited access to financing from commercial banks and other traditional sources. The underserved nature of the LMM creates the opportunity for us to meet the financing needs of LMM companies while also negotiating favorable transaction terms and equity participations. Our ability to invest across a LMM company’s capital structure, from secured loans to equity securities, allows us to offer portfolio companies a comprehensive suite of financing options. Providing customized financing solutions is important to LMM companies. We generally seek to partner directly with financial sponsors, entrepreneurs, management teams and business owners in making our investments. Our LMM debt investments typically include senior loans with a first lien on the assets of the portfolio company. Our LMM debt investments typically have a term of between five and seven years from the original investment date. We also often seek to invest in the equity securities of our LMM portfolio companies.
71
Table of Contents

Our investments in UMM companies primarily consist of direct investments in or secondary purchases of interest bearing debt securities in privately held companies that are generally larger in size than the LMM companies included in our portfolio. Our UMM debt investments are generally secured by either a first or second priority lien on the assets of the portfolio company and typically have an expected duration of between three and seven years from the original investment date.

Because we are internally managed, we do not pay any external investment advisory fees, but instead directly incur the operating costs associated with employing investment and portfolio management professionals. We believe that our internally managed structure provides us with a beneficial operating expense structure when compared to other publicly traded and privately held investment firms that are externally managed, and our internally managed structure allows us the opportunity to leverage our non-interest operating expenses as we grow our investment portfolio. For the three months ended June 30, 2021 and 2020, the ratio of our last twelve months ("LTM") operating expenses, excluding interest expense, as a percentage of our LTM average total assets was 2.32% and 2.59%, respectively.

Recent COVID-19 Developments

The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. The global impact of the COVID-19 outbreak has been rapidly evolving and has led to, and for an unknown period of time will continue to lead to, disruptions in local, regional, national and global markets and economies affected thereby, including the United States. Even after the COVID-19 pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States and other major markets.

We have been closely monitoring, and will continue to monitor, the impact of the COVID-19 pandemic and its impact on all aspects of our business, including how it will impact our portfolio companies, employees, due diligence and underwriting processes, and financial markets. Given the fluidity of the pandemic, we cannot estimate the long-term impact of COVID-19 on our business, future results of operations, financial position or cash flows at this time. Further, the operational and financial performance of the portfolio companies in which we make investments may be significantly impacted by COVID-19, which may in turn impact the valuation of our investments. We believe our portfolio companies have taken, and continue to take, immediate actions to effectively and efficiently respond to the challenges posed by COVID-19 and related orders imposed by state and local governments, including developing liquidity plans supported by internal cash reserves, and shareholder support. The extent to which our operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including guidance from U.S. and international authorities, including federal, state and local public health authorities. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

The preparation of our consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods covered by the consolidated financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an on-going basis, we evaluate our estimates, including those related to the matters below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.

Valuation of Investments

The most significant determination inherent in the preparation of our consolidated financial statements is the valuation of our investment portfolio and the related amounts of unrealized appreciation and depreciation. As of June 30, 2021 and March 31, 2021, our investment portfolio at fair value represented approximately 95.5% and 93.6% of our total assets, respectively. We are required to report our investments at fair value. We follow the provisions of Accounting Standards Codification, or ASC 820, Fair Value Measurements and Disclosures ("ASC 820").  ASC 820 defines fair
72
Table of Contents
value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. ASC 820 requires us to assume that the portfolio investment is to be sold in the principal market to independent market participants, which may be a hypothetical market.  See Note 4 — “Fair Value Measurements” in the notes to consolidated financial statements for a detailed discussion of our investment portfolio valuation process and procedures.

Due to the inherent uncertainty in the valuation process, our determination of fair value for our investment portfolio may differ materially from the values that would have been determined had a ready market for the securities actually existed. In addition, changes in the market environment, portfolio company performance, and other events may occur over the lives of the investments that 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 record changes in fair value as unrealized appreciation or depreciation.

Our Board of Directors is responsible for determining, in good faith, the fair value for our investment portfolio and our valuation procedures, consistent with 1940 Act requirements. Our Board of Directors believes that our investment portfolio as of June 30, 2021 and March 31, 2021 reflects the fair value as of those dates based on the markets in which we operate and other conditions in existence on those reporting dates. 

Revenue Recognition

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 recognized on the date dividends are declared by the portfolio company or at the point an obligation exists for the portfolio company to make a distribution. Discounts/premiums received to par on loans purchased are capitalized and accreted or amortized into income over the life of the loan using the effective interest method. In accordance with our valuation policy, accrued interest and dividend income is evaluated quarterly for collectability. When we do not expect the debtor to be able to service all of its debt or other obligations, we will generally establish a reserve against interest income receivable, thereby placing the loan or debt security on non-accrual status, 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 its ability to service debt or other obligations, it will be restored to accrual basis. As of June 30, 2021, we had two investments on non-accrual status, which represent approximately 1.8% of our total investment portfolio's fair value and approximately 2.4% of its cost. As of March 31, 2021, we did not have any investments on non-accrual status.


73
Table of Contents
Recently Issued Accounting Standards

In March 2020, the FASB issued ASU 2020-04, "Reference rate reform (Topic 848)—Facilitation of the effects of reference rate reform on financial reporting." The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and certain lenders. Many of these agreements include language for choosing an alternative successor rate when LIBOR reference is no longer considered to be appropriate. With respect to other agreements, the Company intends to work with its portfolio companies and lenders to modify agreements to choose an alternative successor rate. Contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The standard is effective as of March 12, 2020 through December 31, 2022 and the Company plans to apply the amendments in this update to account for contract modifications due to changes in reference rates. The Company does not believe that it will have a material impact on its consolidated financial statements or its disclosures.

In November 2020, the SEC issued a final rule that modernized and simplifies Management's Discussion and Analysis and certain financial disclosure requirements in Regulation S-K (the “Amendments”). Specifically, the Amendments: (i) eliminate Item 301 of Regulation S-K (Selected Financial Data); (ii) simplify Item 302 of Regulation S-K (Supplementary Financial Information); and (iii) amend certain aspects of Item 303 of Regulation S-K (Management's Discussion and Analysis of Financial Condition and Results of Operations). The Amendments became effective on February 10, 2021 and compliance will be required for the registrants' fiscal year ending on or after August 9, 2021. Early adoption of the Amendments is permitted on an item-by-item basis after the effective date; however, a registrant must fully comply with each adopted item in its entirety. The Company is currently evaluating the impact of the Amendments on its consolidated financial statements.

INVESTMENT PORTFOLIO COMPOSITION

Our LMM investments consist of secured debt, equity warrants and direct equity investments in privately held, LMM companies generally based in the United States. Our LMM portfolio companies generally have annual EBITDA between $3.0 million and $20.0 million, and our LMM investments typically range in size from $5.0 million to $25.0 million. The LMM debt investments are typically secured by either a first or second priority lien on the assets of the portfolio company, generally bear interest at floating rates, and generally have a term of between five and seven years from the original investment date.

Our UMM investments consist of direct investments in or secondary purchases of interest-bearing debt securities in privately held companies based in the United States that are generally larger in size than the LMM companies included in our portfolio with EBITDA generally greater than $20.0 million. Our UMM investments typically range in size from $5.0 million to $15.0 million. Our UMM debt investments are generally secured by ether a first or second priority lien on the assets of the portfolio company and typically have a term of between three and seven years from the original investment date.

The total value of our investment portfolio was $798.6 million as of June 30, 2021, as compared to $688.4 million as of March 31, 2021. As of June 30, 2021, we had investments in 62 portfolio companies with an aggregate cost of $806.3 million. As of March 31, 2021, we had investments in 55 portfolio companies with an aggregate cost of $703.6 million.

As of June 30, 2021 and March 31, 2021, approximately $644.4 million, or 96.0%, and $546.6 million, or 95.5%, respectively, of our debt investment portfolio (at fair value) bore interest at floating rates, of which 100.0% were subject to contractual minimum interest rates. As of June 30, 2021 and March 31, 2021, the weighted average contractual minimum interest rate is 1.27% and 1.30%, respectively. As of June 30, 2021 and March 31, 2021, approximately $26.8 million, or 4.0%, and $26.0 million, or 4.5%, respectively, of our debt investment portfolio (at fair value) bore interest at fixed rates.
74
Table of Contents

The following tables provide a summary of our investments in LMM and UMM companies as of June 30, 2021 and March 31, 2021 (excluding our investment in I-45 SLF LLC):
As of June 30, 2021
LMM (a) UMM
(dollars in thousands)
Number of portfolio companies 49 12
Fair value $ 641,940  $ 95,435 
Cost $ 635,315  $ 94,971 
% of portfolio at cost - debt 92.9  % 93.2  %
% of portfolio at cost - equity 7.1  % 6.8  %
% of debt investments at cost secured by first lien 84.7  % 78.6  %
Weighted average annual effective yield (b) 10.1  % 9.2  %
Weighted average EBITDA (c) $ 10,598  $ 61,841 
Weighted average leverage through CSWC security (d) 4.2x 4.0x

(a)At June 30, 2021, we had equity ownership in approximately 57.1% of our LMM investments.
(b)The weighted-average annual effective yields were computed using the effective interest rates during the quarter for all debt investments at cost as of June 30, 2021, including accretion of original issue discount but excluding fees payable upon repayment of the debt instruments. As of June 30, 2021, there were two investments on non-accrual status. Weighted-average annual effective yield is not a return to shareholders and is higher than what an investor in shares in our common stock will realize on its investment because it does not reflect our expenses or any sales load paid by an investor.
(c)Weighted average EBITDA metric is calculated using investment cost basis weighting. For the quarter ended June 30, 2021, three LMM portfolio companies and one UMM portfolio company are excluded from this calculation due to a reported debt to adjusted EBITDA ratio that was not meaningful.
(d)Includes CSWC debt investments only. Calculated as the amount of each portfolio company’s debt (including CSWC’s position and debt senior or pari passu to CSWC’s position, but excluding debt subordinated to CSWC’s position) in the capital structure divided by each portfolio company’s adjusted EBITDA. Weighted average leverage is calculated using investment cost basis weighting. Management uses this metric as a guide to evaluate relative risk of its position in each portfolio debt investment. For the quarter ended June 30, 2021, three LMM portfolio companies and one UMM portfolio company are excluded from this calculation due to a reported debt to adjusted EBITDA ratio that was not meaningful.
As of March 31, 2021
LMM (a) UMM
(dollars in thousands)
Number of portfolio companies 44 10
Fair value $ 554,199  $ 77,075 
Cost $ 551,144  $ 79,613 
% of portfolio at cost - debt 92.4  % 91.8  %
% of portfolio at cost - equity 7.6  % 8.2  %
% of debt investments at cost secured by first lien 85.9  % 71.6  %
Weighted average annual effective yield (b) 10.8  % 10.3  %
Weighted average EBITDA (c) $ 9,883  $ 69,988 
Weighted average leverage through CSWC security (d) 4.2x 4.0x

(a)At March 31, 2021, we had equity ownership in approximately 59.1% of our LMM investments and 30.0% of our UMM investments.
(b)The weighted-average annual effective yields were computed using the effective interest rates during the quarter for all debt investments at cost as of March 31, 2021, including accretion of original issue discount but excluding fees payable upon repayment of the debt instruments. As of March 31, 2021, there were no investments on non-accrual status. Weighted-average
75
Table of Contents
annual effective yield is not a return to shareholders and is higher than what an investor in shares in our common stock will realize on its investment because it does not reflect our expenses or any sales load paid by an investor.
(c)Weighted average EBITDA metric is calculated using investment cost basis weighting. For the year ended March 31, 2021, two UMM portfolio companies and four LMM portfolio companies are excluded from this calculation due to a reported debt to adjusted EBITDA ratio that was not meaningful.
(d)Includes CSWC debt investments only. Calculated as the amount of each portfolio company’s debt (including CSWC’s position and debt senior or pari passu to CSWC’s position, but excluding debt subordinated to CSWC’s position) in the capital structure divided by each portfolio company’s adjusted EBITDA. Weighted average leverage is calculated using investment cost basis weighting. Management uses this metric as a guide to evaluate relative risk of its position in each portfolio debt investment. For the year ended March 31, 2021, two UMM portfolio companies and four LMM portfolio companies are excluded from this calculation due to a reported debt to adjusted EBITDA ratio that was not meaningful.

Portfolio Asset Quality

We utilize an internally developed investment rating system to rate the performance and monitor the expected level of returns for each debt investment in our portfolio. The investment rating system takes into account both quantitative and qualitative factors of the portfolio company and the investments held therein, including each investment's expected level of returns and the collectability of our debt investments, comparisons to competitors and other industry participants and the portfolio company's future outlook. The ratings are not intended to reflect the performance or expected level of returns of our equity investments.

•Investment Rating 1 represents the least amount of risk in our portfolio. The investment is performing materially above underwriting expectations and the trends and risk factors are generally favorable. The investment generally has a higher probability of being prepaid in part or in full.
•Investment Rating 2 indicates the investment is performing as expected at the time of underwriting and the trends and risk factors are generally favorable to neutral.
•Investment Rating 3 involves an investment performing below underwriting expectations and the trends and risk factors are generally neutral to negative. The investment may be out of compliance with financial covenants and interest payments may be impaired, however principal payments are generally not past due.
•Investment Rating 4 indicates that the investment is performing materially below underwriting expectations, the trends and risk factors are generally negative and the risk of the investment has increased substantially. Interest and principal payments on our investment are likely to be impaired.

As the COVID-19 pandemic continues to evolve, we are maintaining close communications with our portfolio companies to proactively assess and manage potential risks across our debt investment portfolio. We have also increased oversight and analysis of credits in vulnerable industries in an attempt to improve loan performance and reduce credit risk.

The following table shows the distribution of our debt portfolio investments on the 1 to 4 investment rating scale at fair value as of June 30, 2021 and March 31, 2021:
As of June 30, 2021
Investment Rating Debt Investments at Fair Value Percentage of Debt Portfolio
(dollars in thousands)
1 $ 90,704  13.5  %
2 528,019  78.7 
3 52,534  7.8 
4 —  — 
Total $ 671,257  100.0  %
76
Table of Contents
As of March 31, 2021
Investment Rating Debt Investments at Fair Value Percentage of Debt Portfolio
(dollars in thousands)
1 $ 58,466  10.2  %
2 461,239  80.6 
3 52,909  9.2 
4 —  — 
Total $ 572,614  100.0  %

Interest and dividend income is recorded on an accrual basis to the extent amounts are expected to be collected. When we do not expect the debtor to be able to service all of its debt or other obligations, we will generally establish a reserve against interest income receivable, thereby placing the loan or debt security on non-accrual status, 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.

As of June 30, 2021, we had two debt investments on non-accrual status, which represent approximately 1.8% of our total investment portfolio's fair value and approximately 2.4% of its cost. As of March 31, 2021, we did not have any investments on non-accrual status.

Investment Activity

During the three months ended June 30, 2021, we made new debt investments in eight portfolio companies totaling $96.6 million, follow-on debt investments in three portfolio companies totaling $3.4 million, and equity investments in three new portfolio companies totaling $3.8 million. We also funded $3.2 million on our existing equity commitment to I-45 SLF LLC. We received contractual principal repayments totaling approximately $3.8 million. We funded $0.3 million on revolving loans and received $0.3 million in repayments on revolving loans. In addition, we received proceeds from sales of investments totaling $1.7 million.

During the three months ended June 30, 2020, we made new debt investments in two portfolio companies totaling $16.1 million, follow-on debt investments in four portfolio companies totaling $4.9 million, and equity investments in one existing and one new portfolio companies totaling $1.3 million. We also funded $12.8 million on our existing equity commitment to I-45 SLF LLC. We received contractual principal repayments totaling approximately $3.5 million. We funded $2.7 million on revolving loans and received $4.1 million in repayments on revolving loans.
77
Table of Contents
Total portfolio investment activity for the three months ended June 30, 2021 and 2020 was as follows (dollars in thousands):
Three months ended June 30, 2021 First Lien Loans Second Lien Loans Subordinated Debt Preferred
& Common Equity 		I-45 SLF, LLC Total
Fair value, beginning of period $ 524,161  $ 36,919  $ 11,534  $ 58,660  $ 57,158  $ 688,432 
New investments 84,889  15,435  —  3,761  3,200  107,285 
Proceeds from sales of investments —  (53) —  (1,632) —  (1,685)
Principal repayments received (4,045) (63) —  —  —  (4,108)
PIK interest earned 917  433  411  —  —  1,761 
Accretion of loan discounts 633  47  8  —  —  688 
Realized (loss) gain 20  (2,323) —  1,091  —  (1,212)
Unrealized gain (loss) (416) 2,614  136  4,238  914  7,486 
Fair value, end of period $ 606,159  $ 53,009  $ 12,089  $ 66,118  $ 61,272  $ 798,647 
Weighted average yield on debt investments at end of period 10.04  %
Weighted average yield on total investments at end of period 10.12  %
Three months ended June 30, 2020 First Lien Loans Second Lien Loans Subordinated Debt Preferred
& Common Equity 		I-45 SLF, LLC Total
Fair value, beginning of period $ 427,447  $ 37,139  $ 9,747  $ 38,979  $ 39,760  $ 553,072 
New investments 23,685  —  —  1,272  12,800  37,757 
Proceeds from sales of investments —  —  —  —  —  — 
Principal repayments received (7,576) (62) —  —  —  (7,638)
PIK interest earned 696  203  —  —  —  899 
Accretion of loan discounts 465  45  9  —  —  519 
Realized gain (5,560) —  —  —  —  (5,560)
Unrealized gain (loss) 4,402  179  (9) (634) 4,191  8,129 
Fair value, end of period $ 439,944  $ 37,504  $ 9,747  $ 43,232  $ 56,751  $ 587,178 
Weighted average yield on debt investments at end of period 10.08  %
Weighted average yield on total investments at end of period 10.36  %
78
Table of Contents
RESULTS OF OPERATIONS

The composite measure of our financial performance in the Consolidated Statements of Operations is captioned “Net increase in net assets from operations” and consists of three elements. The first is “Net investment income,” which is the difference between income from interest, dividends and fees and our combined operating and interest expenses, net of applicable income taxes. The second element is “Net realized (loss) gain on investments before income tax,” which is the difference between the proceeds received from the disposition of portfolio securities and their stated cost. The third element is the “Net unrealized appreciation (depreciation) on investments, net of tax,” which is the net change in the market or fair value of our investment portfolio, compared with stated cost. The “Net realized (loss) gain on investments before income tax” and “Net unrealized appreciation (depreciation) on investments, net of tax” are directly related in that when an appreciated portfolio security is sold to realize a gain, a corresponding decrease in net unrealized appreciation occurs by transferring the gain associated with the transaction from being “unrealized” to being “realized.” Conversely, when a loss is realized on a depreciated portfolio security, an increase in net unrealized appreciation occurs.

Comparison of three months ended June 30, 2021 and June 30, 2020
Three Months Ended
June 30, Net Change
2021 2020 Amount %
(in thousands)
Total investment income $ 18,579  $ 15,164  $ 3,415  22.5  %
Interest expense (4,955) (4,328) (627) 14.5  %
Other operating expenses (4,185) (3,667) (518) 14.1  %
Income before taxes 9,439  7,169  2,270  31.7  %
Income tax expense 396  350  46  13.1  %
Net investment income 9,043  6,819  2,224  32.6  %
Net realized (loss) gain on investments, net of tax (952) (5,547) 4,595  (82.8) %
Net unrealized appreciation (depreciation) on investments, net of tax 7,051  7,605  (554) (7.3) %
Net increase (decrease) in net assets from operations $ 15,142  $ 8,877  $ 6,265  70.6  %

Investment Income

Total investment income consisted of interest income, dividend income and other income for each applicable period. For the three months ended June 30, 2021, we reported investment income of $18.6 million, a $3.4 million, or 22.5%, increase as compared to the three months ended June 30, 2020. The increase was primarily due to a $3.0 million increase in interest income generated from our debt investments due to a 34.7% increase in the cost basis of debt investments held from $503.8 million to $678.5 million year-over-year, as well as an increase of $0.7 million in dividend income due to distributions received from portfolio companies. This increase was partially offset by a $0.2 million decrease in fees and other income.

Operating Expenses

Due to the nature of our business, the majority of our operating expenses are related to interest and fees on our borrowings, employee compensation (including both cash and share-based compensation) and general and administrative expenses.

Interest and Fees on our Borrowings

For the three months ended June 30, 2021, our total interest expense was $5.0 million, an increase of $0.6 million, as compared to the total interest expense of $4.3 million for the three months ended June 30, 2020. The increase was primarily attributable to the issuance of $140 million in aggregate principal amount of the January 2026 Notes, offset by a decrease due to the redemption of the December 2022 Notes and a decrease of $25.6 million in average borrowings on our Credit Facility, as well as a decrease in the weighted average interest rate on our Credit Facility from 3.68% to 2.71% during the three months ended June 30, 2020 and June 30, 2021, respectively.

79
Table of Contents
Salaries, General and Administrative Expenses

For the three months ended June 30, 2021, our total employee compensation expense (including both cash and share-based compensation) increased by $0.2 million, or 7.5%, as compared to the total employee compensation expense for the three months ended June 30, 2020. The increase was primarily due to an increase in share-based compensation as a result of the incremental compensation costs related to a restricted stock award modification during the three months ended June 30, 2021. For the three months ended June 30, 2021, our total general and administrative expense was $1.7 million, an increase of $0.4 million or 25.6%, as compared to the total general and administrative expense of $1.3 million for the three months ended June 30, 2020. The increase was primarily due to employee recruiting costs related to the hiring of a new principal and an increase in director compensation.

Net Investment Income

For the three months ended June 30, 2021, income before taxes increased by $2.3 million, or 31.7%. Net investment income increased from the prior year period by $2.2 million, or 32.6%, to $9.0 million as a result of a $3.4 million increase in total investment income, partially offset by a $0.6 million increase in interest expense.

Net Realized and Unrealized Gains (Losses) on Investments

During the three months ended June 30, 2021, we recognized net realized losses totaling $1.0 million, which primarily consisted of losses of $2.3 million on the sale of one non-control/non-affiliate debt investment, partially offset by a gain of $1.1 million on the sale of one non-control/non-affiliate equity investment and gains on repayments of debt investments.

In addition, during the three months ended June 30, 2021, we recorded net unrealized appreciation on our current portfolio of $6.2 million, consisting of unrealized gains of $0.9 million on I-45 SLF LLC, $5.2 million on equity investments and $0.5 million on LMM debt investments, offset by unrealized losses on UMM debt investments of $0.4 million. These unrealized gains and losses were due to changes in fair value based on the overall EBITDA performance and cash flows of each investment. We also recorded the reversal of $1.3 million of net unrealized depreciation recognized in prior periods due to realized losses described above, and net unrealized depreciation related to deferred tax associated with the Taxable Subsidiary of $0.4 million, totaling $7.1 million of net unrealized appreciation on investments.

During the three months ended June 30, 2020, we recognized net realized losses totaling $5.5 million, which consisted of losses on the restructuring of one non-control/non-affiliate investment partially offset by gains on the partial repayments of debt investments.

In addition, during the three months ended June 30, 2020, we recorded net unrealized appreciation on our current portfolio of $2.7 million, the reversal of $5.4 million of net unrealized depreciation recognized in prior periods due to the realized losses described above, and net unrealized depreciation related to deferred tax associated with the Taxable Subsidiary of $0.5 million, totaling $7.6 million of net unrealized appreciation on investments. Net unrealized appreciation on our current portfolio included unrealized gains on I-45 SLF LLC of $4.2 million and $0.6 million on UMM debt investments, offset by unrealized losses on LMM debt investments of $1.5 million and LMM equity investments of $0.6 million. These unrealized gains and losses were due to changes in fair value based on the overall EBITDA performance and cash flows of each investment.


80
Table of Contents
FINANCIAL LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources are generated primarily from cash flows from operations, the net proceeds of public offerings of debt and equity securities and advances from the Credit Facility. Management believes that the Company’s cash and cash equivalents, cash available from investments, and commitments under the Credit Facility are adequate to meet its needs for the next twelve months. We anticipate that we will continue to fund our investment activities through existing cash and cash equivalents, cash flows generated through our ongoing operating activities, utilization of available borrowings under our Credit Facility and future issuances of debt and equity on terms we believe are favorable to the Company and our shareholders. Our primary uses of funds will be investments in portfolio companies and operating expenses. Due to the diverse capital sources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. As the impact of COVID-19 continues to evolve, we will continually evaluate our overall liquidity position and take proactive steps to maintain that position based on the current circumstances.

Cash Flows

For the three months ended June 30, 2021, we experienced a net decrease in cash and cash equivalents in the amount of $15.1 million. During the foregoing period, our operating activities used $100.3 million in cash, consisting primarily of new portfolio investments of $107.3 million, partially offset by $4.1 million from sales and repayments received from debt investments in portfolio companies and $1.6 million from sales and return of capital of equity investments in portfolio companies. In addition, our financing activities increased cash by $85.2 million, consisting primarily of borrowings on our Credit Facility of $70.0 million and net proceeds from the Equity ATM Program of $27.7 million, partially offset by cash dividends paid in the amount of $11.5 million. At June 30, 2021, the Company had cash and cash equivalents of approximately $16.5 million.

For the three months ended June 30, 2020, we experienced a net increase in cash and cash equivalents in the amount of $1.2 million. During that period, our operating activities used $22.9 million in cash, consisting primarily of new portfolio investments of $37.8 million, partially offset by $7.6 million of sales and repayments received from debt investments in portfolio companies. In addition, our financing activities increased cash by $24.1 million, consisting primarily of borrowings on our Credit Facility of $28.0 million, partially offset by cash dividends paid in the amount of $9.5 million. At June 30, 2020, the Company had cash and cash equivalents of approximately $15.0 million.

Financing Transactions

In accordance with the 1940 Act, with certain limitations, effective April 25, 2019, the Company is only allowed to borrow amounts such that its asset coverage (i.e., the ratio of assets less liabilities not represented by senior securities to senior securities such as borrowings), calculated pursuant to the 1940 Act, is at least 150% after such borrowing. The Board of Directors also approved a resolution which limits the Company’s issuance of senior securities such that the asset coverage ratio, taking into account any such issuance, would not be less than 166%, which became effective April 25, 2019. As of June 30, 2021, the Company’s asset coverage was 181%.

Credit Facility

In August 2016, CSWC entered into a senior secured credit facility (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Facility”) to provide additional liquidity to support its investment and operational activities. The Credit Facility contains an accordion feature that allows CSWC to increase the total commitments under the Credit Facility up to $400 million from new and existing lenders on the same terms and conditions as the existing commitments. Borrowings under the Credit Facility accrue interest on a per annum basis at a rate equal to the applicable LIBOR rate plus 2.50% with no LIBOR floor. CSWC pays unused commitment fees of 0.50% to 1.00% per annum, based on utilization, on the unused lender commitments under the Credit Facility. The total borrowing capacity under the Credit Facility is $340 million, with commitments from a diversified group of nine lenders.

The Credit Facility contains certain affirmative and negative covenants, including but not limited to: (1) certain reporting requirements, (2) maintaining RIC and BDC status, (3) maintaining a minimum senior coverage ratio of 2 to 1, (4) maintaining a minimum shareholders’ equity, (5) maintaining a minimum consolidated net worth, (6) maintaining a regulatory asset coverage of not less than 150%, (7) maintaining an interest coverage ratio of at least 2.25 to 1.0, and (8)
81
Table of Contents
at any time the outstanding advances exceed 90% of the borrowing base, maintaining a minimum liquidity of not less than 10% of the covered debt amount.

The Credit Facility also contains customary events of default, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, bankruptcy, and change of control, with customary cure and notice provisions. If the Company defaults on its obligations under the Credit Facility, the lenders may have the right to foreclose upon and sell, or otherwise transfer, the collateral subject to their security interests.

The Credit Facility is secured by (1) substantially all of the present and future property and assets of the Company and the guarantors and (2) 100% of the equity interests in the Company’s wholly-owned subsidiary. As of June 30, 2021, substantially all of the Company’s assets were pledged as collateral for the Credit Facility, except for assets held in SBIC I.

At June 30, 2021, CSWC had $190.0 million in borrowings outstanding under the Credit Facility. CSWC recognized interest expense related to the Credit Facility, including unused commitment fees and amortization of deferred loan costs, of $1.4 million for the three months ended June 30, 2021. For the three months ended June 30, 2020, CSWC recognized interest expense of $1.9 million. The weighted average interest rate on the Credit Facility was 2.71% for the three months ended June 30, 2021. For the three months ended June 30, 2020, the weighted average interest rate on the Credit Facility was 3.68%. Average borrowings for the three months ended June 30, 2021 were $137.3 million. For the three months ended June 30, 2020, average borrowings were $162.9 million. As of June 30, 2021, CSWC was in compliance with all financial covenants under the Credit Facility.

December 2022 Notes

In December 2017, the Company issued $57.5 million in aggregate principal amount, including the underwriters’ full exercise of their option to purchase additional principal amounts to cover over-allotments, of 5.95% Notes due 2022 (the “December 2022 Notes”). The December 2022 Notes bore interest at a rate of 5.95% per year, payable quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on March 15, 2018.

On June 11, 2018, the Company entered into an ATM debt distribution agreement, pursuant to which it may offer for sale, from time to time, up to $50 million in aggregate principal amount of December 2022 Notes through B. Riley FBR, Inc., acting as its sales agent. The Company issued an additional $19.6 million in aggregate principal amount of the December 2022 Notes under this agreement. All issuances of December 2022 Notes ranked equally in right of payment and form a single series of notes.

On September 29, 2020, the Company redeemed $20,000,000 in aggregate principal of the $77,136,175 in aggregate principal amount of issued and outstanding December 2022 Notes. On December 10, 2020, the Company redeemed $20,000,000 in aggregate principal of the $57,136,175 in aggregate principal amount of issued and outstanding December 2022 Notes. On January 21, 2021, the Company redeemed the remaining $37,136,175 in aggregate principal amount of issued and outstanding December 2022 Notes. The December 2022 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon, through, but excluding each of the redemption dates. Accordingly, the Company recognized realized losses on extinguishment of debt, equal to the write-off of the related unamortized debt issuance costs, of $1.0 million during the year ended March 31, 2021.

The Company recognized interest expense related to the December 2022 Notes, including amortization of deferred issuance costs of $1.3 million for the three months ended June 30, 2020. Average borrowings for the three months ended June 30, 2020 were $77.1 million. The December 2022 Notes had a weighted average effective yield of 5.93%.

October 2024 Notes

In September 2019, the Company issued $65.0 million in aggregate principal amount of 5.375% Notes due 2024 (the “Existing October 2024 Notes”). In October 2019, the Company issued an additional $10.0 million in aggregate principal amount of the October 2024 Notes (the "Additional October 2024 Notes"). In August 2020, the Company issued an additional $50.0 million in aggregate principal amount of the October 2024 Notes (the "New Notes" together with the Existing October 2024 Notes and the Additional October 2024 Notes, the "October 2024 Notes"). The
82
Table of Contents
Additional October 2024 Notes and the New Notes are being treated as a single series with the Existing October 2024 Notes under the indenture and have the same terms as the Existing October 2024 Notes. The October 2024 Notes mature on October 1, 2024 and may be redeemed in whole or in part at any time prior to July 1, 2024, at par plus a “make-whole” premium, and thereafter at par. The October 2024 Notes bear interest at a rate of 5.375% per year, payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2020. The October 2024 Notes are the direct unsecured obligations of the Company and rank pari passu with our other outstanding and future unsecured unsubordinated indebtedness and are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our Credit Facility.

As of June 30, 2021, the carrying amount of the October 2024 Notes was $123.0 million on an aggregate principal amount of $125.0 million at a weighted average effective yield of 5.375%. As of June 30, 2021, the fair value of the October 2024 Notes was $123.7 million. This is a Level 3 fair value measurement under ASC 820 based on a valuation model using a discounted cash flow analysis. The Company recognized interest expense related to the October 2024 Notes, including amortization of deferred issuance costs, of $1.8 million for the three months ended June 30, 2021. For the three months ended June 30, 2020, the Company recognized interest expense of $1.1 million. For the three months ended June 30, 2021 and 2020, average borrowings were $125.0 million and $75.0 million, respectively.

The indenture governing the October 2024 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the October 2024 Notes and the trustee under the indenture if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the indenture and the second supplemental indenture relating to the October 2024 Notes.

In addition, holders of the Notes can require the Company to repurchase some or all of the October 2024 Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a “Change of Control Repurchase Event,” as defined in the second supplemental indenture relating to the October 2024 Notes.

January 2026 Notes

In December 2020, the Company issued $75.0 million in aggregate principal amount of 4.50% Notes due 2026 (the "Existing January 2026 Notes"). In February 2021, the Company issued an additional $65.0 million in aggregate principal amount of the January 2026 Notes (the "Additional January 2026 Notes" together with the Existing January 2026 Notes, the "January 2026 Notes"). The Additional January 2026 Notes were issued at a price of 102.11% of the aggregate principal amount of the Additional January 2026 Notes, resulting in a yield-to-maturity of approximately 4.0% at issuance. The January 2026 Notes mature on January 31, 2026 and may be redeemed in whole or in part at any time prior to October 31, 2025, at par plus a "make-whole" premium, and thereafter at par. The January 2026 Notes bear interest at a rate of 4.50% per year, payable semi-annually on January 31 and July 31 of each year, beginning on July 31, 2021. The January 2026 Notes are the direct unsecured obligations of the Company and rank pari passu with our other outstanding and future unsecured unsubordinated indebtedness and are effectively subordinated to all of our existing and future secured indebtedness, including borrowings under our Credit Facility.

As of June 30, 2021, the carrying amount of the January 2026 Notes was $138.5 million on an aggregate principal amount of $140.0 million at a weighted average effective yield of 4.46%. As of June 30, 2021, the fair value of the January 2026 Notes was $138.9 million. This is a Level 3 fair value measurement under ASC 820 based on a valuation model using a discounted cash flow analysis. The Company recognized interest expense related to the January 2026 Notes, including amortization of deferred issuance costs, of $1.7 million for the three months ended June 30, 2021. For the three months ended June 30, 2021, average borrowings were $140.0 million.

The indenture governing the January 2026 Notes contains certain covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not the Company continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC, to comply with Section 18(a)(1)(B) as
83
Table of Contents
modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject to certain other exceptions, and to provide financial information to the holders of the January 2026 Notes and the trustee under the indenture if the Company is no longer subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the indenture and the third supplemental indenture relating to the January 2026 Notes.

In addition, holders of the Notes can require the Company to repurchase some or all of the January 2026 Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a “Change of Control Repurchase Event,” as defined in the third supplemental indenture relating to the January 2026 Notes.

SBA Debentures

On April 20, 2021, SBIC I received a license from the SBA to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958, as amended. The license will allow SBIC I to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a leverage commitment by the SBA. SBA debentures are loans issued to an SBIC which have interest payable semi-annually and a ten-year maturity. The interest rate is fixed shortly after issuance at a market-driven spread over U.S. Treasury Notes with ten-year maturities. Current statutes and regulations permit SBIC I to borrow up to $175 million in SBA debentures.

On May 25, 2021, SBIC I received a leverage commitment from the SBA in the amount of $40.0 million to be issued on or prior to September 30, 2025.

Equity Capital Activities

In January 2016, our board of directors approved a share repurchase program authorizing us to repurchase up to $10 million in the aggregate of our outstanding shares of common stock in the open market at certain thresholds below our net asset value per share, in accordance with Rules 10b-18 under the Exchange Act. On March 1, 2016, the Company entered into a share repurchase agreement, which became effective immediately and terminated on March 26, 2020 upon the Company's purchase of the aggregate gross dollar amount (inclusive of commission fees) of its common stock under the share repurchase program meeting the threshold set forth in the share repurchase agreement. Accordingly, during the three months ended June 30, 2021, the Company did not repurchase any shares of the Company's common stock under the share repurchase program.

Cumulative to date, we have repurchased a total of 840,543 shares of our common stock in the open market under the stock repurchase program, at an average price of $11.85, including commissions paid.

On July 28, 2021, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $20 million of its outstanding shares of common stock in the open market at certain thresholds below its NAV per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Exchange Act.

On March 4, 2019, the Company established an "at-the-market" offering (the "Equity ATM Program") which the Company may offer and sell, from time to time through sales agents, shares of its common stock having an aggregate offering price of up to $50,000,000. On February 4, 2020, the Company (i) increased the maximum amount of shares of its common stock to be sold through the Equity ATM Program to $100,000,000 from $50,000,000 and (ii) added two additional sales agents to the Equity ATM Program. On May 26, 2021, the Company (i) increased the maximum amount of shares of its common stock to be sold through the Equity ATM Program to $250,000,000 from $100,000,000 and (ii) reduced the commission paid to the sales agents for the Equity ATM Program to 1.5% from 2.0% of the gross sales price of shares of the Company's common stock sold through the sales agents pursuant to the Equity ATM Program on and after May 26, 2021.

During the three months ended June 30, 2021, the Company sold 1,077,309 shares of its common stock under the Equity ATM Program at a weighted-average price of $26.10 per share, raising $28.1 million of gross proceeds. Net proceeds were $27.7 million after commissions to the sales agents on shares sold. During the three months ended June 30, 2020, the Company sold 373,177 shares of its common stock under the Equity ATM Program at a weighted-average
84
Table of Contents
price of $15.38 per share, raising $5.7 million of gross proceeds. Net proceeds were $5.6 million after commissions to the sales agents on shares sold.

Cumulative to date, the Company has sold 5,382,938 shares of its common stock under the Equity ATM Program at a weighted-average price of $20.80, raising $111.9 million of gross proceeds. Net proceeds were $109.9 million after commissions to the sales agents on shares sold. As of June 30, 2021, the Company has $138.1 million available under the Equity ATM Program.


CONTRACTUAL OBLIGATIONS

As shown below, we had the following contractual obligations as of June 30, 2021.
Payments Due By Period
(in thousands)
Total Less than 1-3 Years 3-5 Years More Than
Contractual Obligations 1 Year 5 Years
Operating lease obligations $ 181  $ 181  $ —  $ —  $ — 
Credit Facility (1) 202,915  5,220  197,695  —  — 
October 2024 Notes (2) 148,516  6,719  13,438  128,359  — 
January 2026 Notes (2) 172,043  6,843  12,600  152,600  — 
$ 523,655  $ 18,963  $ 223,733  $ 280,959  $ — 

(1)Amounts include interest payments calculated at an average rate of 2.71% of outstanding Credit Facility borrowings, which were $190.0 million as of June 30, 2021.
(2)Includes interest payments.

OFF-BALANCE SHEET ARRANGEMENTS

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and fund equity capital and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet.

At June 30, 2021 and March 31, 2021, we had a total of approximately $75.2 million and $45.4 million, respectively, in currently unfunded commitments (as discussed in Note 10 to the Consolidated Financial Statements). Included within the total unfunded commitments as of June 30, 2021 were commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of June 30, 2021, we had $3.7 million in letters of credit issued and outstanding under these commitments on behalf of the portfolio companies. For the letters of credit issued and outstanding, we would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. Of these letters of credit, $3.1 million expire in May 2022, $0.4 million expire in August 2021 and $0.2 million expire in April 2022. As of June 30, 2021, none of the letters of credit issued and outstanding were recorded as a liability on the Company's balance sheet as such letters of credit are considered in the valuation of the investments in the portfolio company.

The Company believes its assets will provide adequate coverage to satisfy these unfunded commitments. As of June 30, 2021, the Company had cash and cash equivalents of $16.5 million and $146.7 million in available borrowings under the Credit Facility.

RECENT DEVELOPMENTS

On July 28, 2021, the Board of Directors declared a total dividend of $0.54 per share, comprised of a regular dividend of $0.44 and a supplemental dividend of $0.10, for the quarter ended September 30, 2021. The record date for the dividend is September 15, 2021. The payment date for the dividend is September 30, 2021.
85
Table of Contents
Item 3.    Quantitative and Qualitative Disclosures about Market Risk

We are subject to market risk. Market risk includes risk that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies in which we invest; conditions affecting the general economy, including the impact of COVID-19; overall market changes, including an increase in market volatility due to COVID-19; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations.

Interest Rate Risk

We are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing internals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest-bearing liabilities. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates including LIBOR and prime rates. A large portion of our portfolio is comprised of floating rate investments that utilize LIBOR. In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we earn on any portfolio investments or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR. Our interest expenses will also be affected by changes in the published LIBOR rate in connection with our Credit Facility. The interest rates on the October 2024 Notes and the January 2026 Notes are fixed for the life of such debt. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. We regularly measure exposure to interest rate risk and determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. As of June 30, 2021, we were not a party to any hedging arrangements.

As of June 30, 2021, approximately 96.0% of our debt investment portfolio (at fair value) bore interest at floating rates, 100.0% of which were subject to contractual minimum interest rates. Based on interest rates as of June 30, 2021, a hypothetical 100 basis point increase in interest rates could decrease our net investment income by a maximum of $1.6 million, or $0.07 per share, on an annual basis. A hypothetical 100 basis point decrease in interest rates could increase our net investment income by a maximum of $0.4 million, or $0.02 per share, on an annual basis. Our Credit Facility bears interest on a per annum basis equal to the applicable LIBOR rate plus 2.50%. We pay unused commitment fees of 0.50% to 1.00% per annum, based on utilization.

Although we believe that the foregoing analysis is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets in our portfolio. It also does not adjust for other business developments, including future borrowings that could affect the net increase in net assets resulting from operations, or net income. It also does not assume any repayments from borrowers. Accordingly, no assurances can be given that actual results would not differ materially from the statement above.

Because we currently borrow, and plan to borrow in the future, money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio.
86
Table of Contents
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 President and Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934). Based upon this evaluation, management, including our President and Chief Executive Officer and our Chief Financial Officer, concluded that our current disclosure controls and procedures are effective as of June 30, 2021.

During the three months ended June 30, 2021, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

87
Table of Contents
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 currently pending material legal proceedings to which we are party or to which any of our assets is subject.

Item 1A.    Risk Factors

Investing in our common stock involves a number of significant risks. There have been no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 that we filed with the SEC on May 26, 2021.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

On January 25, 2016, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $10 million of our outstanding shares of common stock in the open market at certain thresholds below our net asset value per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Securities Exchange Act of 1934, as amended. On March 1, 2016, the Company entered into a share repurchase agreement, which became effective immediately and terminated on March 26, 2020 upon the Company's purchase of the aggregate gross dollar amount (inclusive of commission fees) of its common stock under the share repurchase program meeting the threshold set forth in the share repurchase agreement.

On July 28, 2021, the Company’s Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $20 million of its outstanding shares of common stock in the open market at certain thresholds below its NAV per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Exchange Act.

Item 3.    Defaults Upon Senior Securities.

None.

Item 4.    Mine Safety Disclosures.

None.

Item 5.    Other Information.

None.

88
Table of Contents
Item 6.     Exhibits
Exhibit No. Description

*    Filed herewith.
^    The certifications, attached as Exhibits 32.1 and 32.2 accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in any such filing.

89
Table of Contents
SIGNATURES

Pursuant to the requirements 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
August 3, 2021 By: /s/ Bowen S. Diehl
Date Bowen S. Diehl
President and Chief Executive Officer
August 3, 2021 By: /s/ Michael S. Sarner
Date Michael S. Sarner
Chief Financial Officer, Secretary and Treasurer


90

Exhibit 31.1
CERTIFICATIONS
 
 
I, Bowen S. Diehl, certify that:
1I have reviewed this quarterly report on Form 10-Q of Capital Southwest Corporation (the “registrant”);
2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
     
Date:  August 3, 2021 By: /s/ Bowen S. Diehl
    Bowen S. Diehl
    President and Chief Executive Officer



Exhibit 31.2
CERTIFICATIONS
 
I, Michael S. Sarner, certify that:
1I have reviewed this quarterly report on Form 10-Q of Capital Southwest Corporation (the “registrant”);
2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.   
     
Date:  August 3, 2021 By: /s/ Michael S. Sarner
    Michael S. Sarner
    Chief Financial Officer


Exhibit 32.1
 
Certification of the President and Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
I, Bowen S. Diehl, President and Chief Executive Officer of Capital Southwest Corporation, certify that, to my knowledge:
1.The Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on August 3, 2021 (“accompanied report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the accompanied report fairly presents, in all material respects, the consolidated financial condition and results of operations of Capital Southwest Corporation.
     
Date:  August 3, 2021 By: /s/ Bowen S. Diehl
    Bowen S. Diehl
    President and Chief Executive Officer


Exhibit 32.2
 
Certification of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 
I, Michael S. Sarner, Chief Financial Officer of Capital Southwest Corporation, certify that, to my knowledge:
1.The Form 10-Q for the quarter ended June 30, 2021, filed with the Securities and Exchange Commission on August 3, 2021 (“accompanied report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the accompanied report fairly presents, in all material respects, the consolidated financial condition and results of operations of Capital Southwest Corporation. 
     
Date:  August 3, 2021 By: /s/ Michael S. Sarner
    Michael S. Sarner
    Chief Financial Officer