8-K
false000151336300015133632023-03-022023-03-02

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

 

March 2, 2023

Fidus Investment Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland

814-00861

27-5017321

_____________________
(State or other jurisdiction

_____________
(Commission

______________
(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

 

 

 

 

1603 Orrington Avenue, Suite 1005, Evanston, Illinois

 

 

60201

_________________________________
(Address of principal executive offices)

 

___________
(Zip Code)

 

 

 

 

Registrant’s telephone number, including area code:

 

847-859-3940

Not Applicable
______________________________________________
Former name or former address, if changed since last report

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.001 per share

FDUS

The NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 


 

Item 2.02. Results of Operations and Financial Condition.

On March 2, 2023, Fidus Investment Corporation (the "Company") issued a press release announcing its financial results for the quarter and full year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information disclosed under this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following Exhibit 99.1 is being furnished herewith to this Current Report on Form 8-K:

 

 

Exhibit

No. Description

99.1 Press Release dated March 2, 2023 of Fidus Investment Corporation

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 2, 2023 Fidus Investment Corporation

By: /s/ Shelby E. Sherard

Shelby E. Sherard

Chief Financial Officer and Secretary

 

 

 

 

 

 

 


EX-99

Exhibit 99.1

 

 

https://cdn.kscope.io/c485fa32ae3cd56913cf9c139a2b0f16-img155910153_0.jpg 

 

 

 

FIDUS INVESTMENT CORPORATION ANNOUNCES

Fourth QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS

 

Board of Directors Declared Total Dividends of $0.66 per Share for First Quarter 2023

Base Dividend Increased to $0.41 Per Share, Reflecting Improved Earnings Power of Fidus' Portfolio

 

 

EVANSTON, Ill., March 2, 2023 – Fidus Investment Corporation (NASDAQ:FDUS) (“Fidus” or the “Company”), a provider of customized debt and equity financing solutions, primarily to lower middle-market companies based in the United States, today announced its financial results for the fourth quarter and full year ended December 31, 2022.

 

Fourth Quarter 2022 Financial Highlights

 

Total investment income of $27.5 million
Net investment income of $12.5 million, or $0.51 per share
Adjusted net investment income of $12.6 million, or $0.51 per share(1)
Invested $65.9 million in debt and equity securities, including four new portfolio companies
Received proceeds from repayments and realizations of $65.7 million
Paid total dividends of $0.61 per share: regular quarterly dividend of $0.36, supplemental dividends of $0.15, and special dividend of $0.10 per share on December 16, 2022
Net asset value (“NAV”) of $480.3 million, or $19.43 per share, as of December 31, 2022

 

Full Year 2022 Financial Highlights

 

Total investment income of $94.1 million
Net investment income of $46.5 million, or $1.90 per share
Adjusted net investment income of $46.1 million, or $1.88 per share(1)
Invested $333.8 million in debt and equity securities, including 19 new portfolio companies
Received proceeds from repayments and realizations of $194.0 million
Paid total dividends of $2.00 per share: regular quarterly dividends totaling $1.44, supplemental dividends of $0.46, and special dividends of $0.10 per share
Announced a deemed distribution of $1.65 per share to shareholders of record as of December 31, 2022
Estimated spillover income (or taxable income in excess of distributions) as of December 31, 2022 of $40.0 million, or $1.62 per share

 

 


 

 

Management Commentary

“During 2022 we continued to redeploy proceeds from equity monetizations into income producing assets, growing our debt portfolio 38% and building our total portfolio on a fair value basis to a record $860.3 million. With the enhanced earnings power of our portfolio, we are positioned to increase adjusted NII well in excess of our now higher base dividend. In addition, our portfolio remains healthy and well-structured to generate risk-adjusted returns and preserve capital over the long term,” said Edward Ross, Chairman and CEO of Fidus Investment Corporation.

 

(1)
Supplemental information regarding adjusted net investment income:

On a supplemental basis, we provide information relating to adjusted net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income. Adjusted net investment income represents net investment income excluding any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The management agreement with our investment adviser provides that a capital gains incentive fee is determined and paid annually with respect to cumulative realized capital gains (but not unrealized capital gains) to the extent such realized capital gains exceed realized and unrealized losses. In addition, we accrue, but do not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. As such, we believe that adjusted net investment income is a useful indicator of operations exclusive of any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. Reconciliations of net investment income to adjusted net investment income are set forth in Schedule 1.

 

Fourth Quarter 2022 Financial Results

The following table provides a summary of our operating results for the three months ended December 31, 2022, as compared to the same period in 2021 (dollars in thousands, except per share data):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31,

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

 

$ Change

 

 

% Change

 

Interest income

 

$

24,379

 

 

$

18,290

 

 

$

6,089

 

 

 

33.3

%

Payment-in-kind interest income

 

 

336

 

 

 

962

 

 

 

(626

)

 

 

(65.1

%)

Dividend income

 

 

204

 

 

 

1,258

 

 

 

(1,054

)

 

 

(83.8

%)

Fee income

 

 

2,033

 

 

 

3,590

 

 

 

(1,557

)

 

 

(43.4

%)

Interest on idle funds

 

 

522

 

 

 

1

 

 

 

521

 

 

 

52100.0

%

Total investment income

 

$

27,474

 

 

$

24,101

 

 

$

3,373

 

 

 

14.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

$

12,484

 

 

$

2,448

 

 

$

10,036

 

 

 

410.0

%

Net investment income per share

 

$

0.51

 

 

$

0.10

 

 

$

0.41

 

 

 

410.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net investment income (1)

 

$

12,645

 

 

$

12,006

 

 

$

639

 

 

 

5.3

%

Adjusted net investment income per share (1)

 

$

0.51

 

 

$

0.49

 

 

$

0.02

 

 

 

4.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations

 

$

4,723

 

 

$

50,238

 

 

$

(45,515

)

 

 

(90.6

%)

Net increase (decrease) in net assets resulting from operations per share

 

$

0.19

 

 

$

2.06

 

 

$

(1.87

)

 

 

(90.8

%)

The $3.4 million increase in total investment income for the three months ended December 31, 2022, as compared to the same period in 2021 was primarily attributable to (i) a $5.5 million increase in total interest income (which includes payment -in-kind interest income) resulting from an increase in average debt investment balances outstanding and an increase in weighted average yield on debt investment balances outstanding, (ii) a $1.1 million decrease in dividend income due to decreased levels of distributions received from equity investments, and (iii) a $1.6 million decrease in fee income resulting from a decrease in origination and amendment fees, partially offset by an increase in prepayment fees.

 


 

 

For the three months ended December 31, 2022, total expenses, including the base management fee waivers and income tax provision, were $15.0 million, a decrease of $6.7 million, or (30.8%) from the $21.7 million of total expenses, including the base management fee waiver and income tax provision, for the three months ended December 31, 2021. The decrease was primarily attributable to (i) a $0.2 million increase in interest and financing expenses, (ii) a $0.6 million net increase in base management fee, including the base management fee waiver, due to higher average total assets, (iii) a $0.4 million net increase in the income incentive fee and a $9.4 million decrease in capital gains incentive fee accrued, (iv) a $0.5 million increase in professional fees, and (v) a $0.9 million increase in excise tax provision.

Net investment income increased by $10.1 million, or 410.0%, to $12.5 million during the three months ended December 31, 2022 as compared to the same period in 2021, as a result of the $6.7 million decrease in total expenses, including base management fee waiver and income tax provision and the $3.4 million increase in total investment income. Adjusted net investment income,(1) which excludes the capital gains incentive fee accrual, was $0.51 per share compared to $0.49 per share in the prior year.

For the three months ended December 31, 2022, the total net realized gain/(loss) on investments, net of income tax (provision)/benefit on realized gains and income tax (provision) from deemed distribution of long term capital gains, was $(9.9) million, as compared to total net realized gain/(loss) on investments, net of income tax (provision)/benefit on realized gains and income tax (provision) from deemed distribution of long term capital gains, of $39.9 million for the same period in 2021.

Full Year 2022 Financial Results

The following table provides a summary of our operating results for the year ended December 31, 2022 as compared to the same period in 2021 (dollars in thousands, except per share data):

 

 

 

Years Ended December 31,

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

 

$ Change

 

 

% Change

 

Interest income

 

$

82,344

 

 

$

73,078

 

 

$

9,266

 

 

 

12.7

%

Payment-in-kind interest income

 

 

1,663

 

 

 

4,294

 

 

 

(2,631

)

 

 

(61.3

%)

Dividend income

 

 

1,614

 

 

 

2,635

 

 

 

(1,021

)

 

 

(38.7

%)

Fee income

 

 

7,982

 

 

 

10,431

 

 

 

(2,449

)

 

 

(23.5

%)

Interest on idle funds

 

 

534

 

 

 

8

 

 

 

526

 

 

 

6575

%

Total investment income

 

$

94,137

 

 

$

90,446

 

 

$

3,691

 

 

 

4.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

$

46,549

 

 

$

25,120

 

 

$

21,429

 

 

 

85.3

%

Net investment income per share

 

$

1.90

 

 

$

1.03

 

 

$

0.87

 

 

 

84.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net investment income (1)

 

$

46,117

 

 

$

43,316

 

 

$

2,801

 

 

 

6.5

%

Adjusted net investment income per share (1)

 

$

1.88

 

 

$

1.77

 

 

$

0.11

 

 

 

6.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in net assets resulting from operations

 

$

35,822

 

 

$

116,104

 

 

$

(80,282

)

 

 

(69.1

%)

Net increase in net assets resulting from operations per share

 

$

1.46

 

 

$

4.75

 

 

$

(3.29

)

 

 

(69.3

%)

 

The $3.7 million increase in total investment income for the year ended December 31, 2022 as compared to the same period in 2021 was primarily attributable to (i) a $6.6 million increase in total interest income resulting from an increase in average debt investment balances outstanding and a higher weighted average yield on debt investment balances outstanding, partially offset by repayments of payment-in-kind debt investments and an increase in payment-in-kind investments on non-accrual, (ii) a $1.0 million decrease in dividend income due to decreased levels of distributions received from equity investments, and (iii) a $2.4 million decrease in fee income resulting from a decrease in origination, management and prepayment fee income.

For the year ended December 31, 2022, total expenses, including the base management and incentive fee waivers and income tax provision, were $47.6 million, a decrease of $17.7 million or (27.2%), from the $65.3 million of total expenses, including income tax provision, for the year ended December 31, 2021. The decrease was primarily attributable to (i) a $0.5 million decrease in interest and financing expenses, (ii) a $1.7 million net increase in base management fee, including the base management fee waiver due to higher average total assets, (iii) a $2.0 million decrease in income incentive fees and a $18.6 million decrease in capital gains incentive fees, (iv) a $0.6 million increase in professional fees, and (v) a $0.9 million increase in excise tax provision.

Net investment income increased by $21.4 million, or 85.3%, to $46.5 million during the year ended December 31, 2022 as compared to the same period in 2021, as a result of the $17.7 million decrease in total expenses, including the base management fee waiver and income tax provision and the $3.7 million increase in total investment income. Adjusted net investment income,(1) which excludes the capital gains incentive fee accrual, increased by $2.8 million, or 6.5%, to $46.1 million.

 


 

 

For the year ended December 31, 2022, the total net realized gain on investments, net of income tax provision on realized gains and income tax provision from deemed distribution of long term capital gains, was $55.2 million, as compared to total net realized gain on investments, net of income tax provision on realized gains and income tax provision from deemed distribution of long term capital gains, of $53.8 million for the same period in 2021.

Portfolio and Investment Activities

As of December 31, 2022, the fair value of our investment portfolio totaled $860.3 million and consisted of 76 active portfolio companies and two portfolio companies that have sold their underlying operations. Our total portfolio investments at fair value were approximately 103.8% of the related cost basis as of December 31, 2022. As of December 31, 2022, the debt investments of 43 portfolio companies bore interest at a variable rate, which represented $522.9 million, or 70.6%, of our debt investment portfolio on a fair value basis, and the remainder of our debt investment portfolio was comprised of fixed rate investments. As of December 31, 2022, our average active portfolio company investment at amortized cost was $10.9 million, which excludes investments in the two portfolio companies that have sold their underlying operations. The weighted average yield on debt investments was 13.8% as of December 31, 2022. The weighted average yield was computed using the effective interest rates for debt investments at cost as of December 31, 2022, including the accretion of original issue discounts and loan origination fees, but excluding investments on non-accrual status and investments recorded as a secured borrowing, if any.

Fourth quarter 2022 investment activity included the following new portfolio company investments:

Education Incites, LLC (dba Acceleration Academies), a leading provider of alternative education academies focused on high school dropout recovery throughout the United States. Fidus invested $6.0 million in second lien debt.
APM Intermediate Holdings, LLC (dba Artistic Paver Manufacturing, Inc.), a manufacturer of premium pavers for residential and commercial outdoor living applications. Fidus invested $15.0 million in first lien debt and $1.2 million common equity.
Tiger Calcium Services Inc., a leading Canadian provider of calcium chloride solutions. Fidus invested $12.5 million in second lien debt.
R1 Holdings, LLC (dba RoadOne IntermodaLogistics), a provider of intermodal logistics solutions, including port and rail container drayage, dedicated solutions, transloading and warehousing. Fidus invested $5.5 million in first lien debt, $1.3 million in subordinated debt, and $0.3 million in common equity and made additional commitments up to $2.5 million in first lien debt, $0.4 million in incremental subordinated debt, and $0.1 million in common equity

 

Liquidity and Capital Resources

As of December 31, 2022, we had $62.4 million in cash and cash equivalents and $100.0 million of unused capacity under our senior secured revolving credit facility (the “Credit Facility”). As of December 31, 2022, we have received net proceeds of $5.8 million from the equity at-the-market program (the “ATM Program”). As of December 31, 2022, we had SBA debentures outstanding of $153.0 million, $125.0 million outstanding of our 4.75% notes due January 2026 (the “January 2026 Notes”) and $125.0 million outstanding of our 3.50% notes due November 2026 (the “November 2026 Notes” and collectively with the January 2026 Notes the “Notes”). As of December 31, 2022, the weighted average interest rate on total debt outstanding was 4.0%.

Subsequent Events

On February 23, 2023, we invested $11.0 million in first lien debt and common equity of USG AS Holdings, LLC, a leading provider of water asset management services for small and medium public water utilities in North America.

On February 27, 2023, we issued an additional $4.0 million in SBA debentures, which will bear interest at a fixed interim interest rate of 5.344% until the pooling date in March 2023.

On February 28, 2023, we invested $10.4 million in first lien debt, subordinated debt, and common equity of CTM Group, Inc., a leading provider of turn-key entertainment solutions across tourist attractions, leisure venues, and high traffic retail sites.

 


 

 

For the period from January 1, 2023, to February 28, 2023, we sold a total of 114,904 shares of our common stock under the ATM Program for gross proceeds of approximately $2.4 million and net proceeds of approximately $2.4 million, after deducting commissions to the sales agents on shares sold and offering expenses.

On March 1, 2023, we invested $18.8 million in first lien debt and common equity of QED Technologies International, Inc., a leading provider of precision optics finishing and inspection equipment, products, and services for the semiconductor, military, space, R&D, imaging, and other industries.

First Quarter 2023 Dividends Totaling $0.66 Per Share Declared

On February 15, 2023, our board of directors declared a base dividend of $0.41 per share, a supplemental dividend of $0.15 per share, and a special dividend of $0.10 per share for the first quarter. The dividends will be payable on March 29, 2023, to stockholders of record as of March 22, 2023.

When declaring dividends, our board of directors reviews estimates of taxable income available for distribution, which differs from consolidated income under GAAP due to (i) changes in unrealized appreciation and depreciation, (ii) temporary and permanent differences in income and expense recognition, and (iii) the amount of undistributed taxable income carried over from a given year for distribution in the following year. The final determination of 2023 taxable income, as well as the tax attributes for 2023 dividends, will be made after the close of the 2023 tax year. The final tax attributes for 2023 dividends will generally include ordinary taxable income but may also include capital gains, qualified dividends and return of capital.

Fidus has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, when we declare a cash dividend, stockholders who have not “opted out” of the DRIP at least two days prior to the dividend payment date will have their cash dividends automatically reinvested in additional shares of our common stock. Those stockholders whose shares are held by a broker or other financial intermediary may receive dividends in cash by notifying their broker or other financial intermediary of their election.

Fourth Quarter 2022 Financial Results Conference Call

Management will host a conference call to discuss the operating and financial results at 9:00am ET on Friday, March 3, 2023. To participate in the conference call, please dial (646) 307-1963 approximately 10 minutes prior to the call. International callers should dial (800) 715-9871. Please reference conference ID #6949662.

A live webcast of the conference call will be available at http://investor.fdus.com/events-presentations. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software. An archived replay of the conference call will also be available in the investor relations section of the Company’s website.

 

ABOUT FIDUS INVESTMENT CORPORATION

Fidus Investment Corporation provides customized debt and equity financing solutions to lower middle-market companies, which management generally defines as U.S. based companies with revenues between $10 million and $150 million. The Company’s investment objective is to provide attractive risk-adjusted returns by generating both current income from debt investments and capital appreciation from equity related investments. Fidus seeks to partner with business owners, management teams and financial sponsors by providing customized financing for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives.

Fidus is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended. In addition, for tax purposes, Fidus has elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. Fidus was formed in February 2011 to continue and expand the business of Fidus Mezzanine Capital, L.P., which commenced operations in May 2007 and is licensed by the U.S. Small Business Administration as a Small Business Investment Company (SBIC).

 


 

 

FORWARD-LOOKING STATEMENTS

This press release may contain certain forward-looking statements which are based upon current expectations and are inherently uncertain, including, but not limited to, statements about the future performance and financial condition of the Company, the prospects of our existing and prospective portfolio companies, the financial condition and ability of our existing and prospective portfolio companies to achieve their objectives, and the timing, form and amount of any distributions or supplemental dividends in the future. Any such statements, other than statements of historical fact, are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under the Company’s control, such as changes in the financial and lending markets, the impact of the general economy (including an economic downturn or recession), and the impact of interest rate volatility, including the decommissioning of LIBOR and rising interest rates and that the Company may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from these estimates and projections of the future as a result of a number of factors related to changes in the markets in which the Company invests, changes in the financial, capital, and lending markets, and other factors described from time to time in the Company’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made, and are based on information available to the Company as of the date hereof and are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to update any such statement now or in the future, except as required by applicable law.

 

 


 

 

FIDUS INVESTMENT CORPORATION

Consolidated Statements of Assets and Liabilities

(in thousands, except shares and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

ASSETS

 

 

 

 

 

 

 

 

Investments, at fair value:

 

 

 

 

 

 

 

 

   Control investments (cost: $17,915 and $6,833, respectively)

 

$

 

 

 

$

 

2,151

 

   Affiliate investments (cost: $55,804 and $55,519, respectively)

 

 

 

101,590

 

 

 

 

137,284

 

   Non-control/non-affiliate investments (cost: $754,974 and $559,434, respectively)

 

 

 

758,739

 

 

 

 

579,689

 

Total investments, at fair value (cost: $828,693 and $621,786, respectively)

 

 

 

860,329

 

 

 

 

719,124

 

Cash and cash equivalents

 

 

 

62,350

 

 

 

 

169,417

 

Interest receivable

 

 

 

11,826

 

 

 

 

8,231

 

Prepaid expenses and other assets

 

 

 

1,455

 

 

 

 

413

 

Total assets

 

$

 

935,960

 

 

$

 

897,185

 

LIABILITIES

 

 

 

 

 

 

 

 

SBA debentures, net of deferred financing costs

 

$

 

148,476

 

 

 $

 

103,978

 

Notes, net of deferred financing costs

 

 

 

246,128

 

 

 

 

245,016

 

Borrowings under Credit Facility, net of deferred financing costs

 

 

 

(1,380

)

 

 

 

(595

)

Secured borrowings

 

 

 

16,880

 

 

 

 

17,637

 

Accrued interest and fees payable

 

 

 

4,747

 

 

 

 

4,668

 

Base management fee payable, net of base management fee waiver – due to affiliate

 

 

 

3,769

 

 

 

 

3,135

 

Income incentive fee payable – due to affiliate

 

 

 

3,035

 

 

 

 

2,622

 

Capital gains incentive fee payable – due to affiliate

 

 

 

22,659

 

 

 

 

29,227

 

Administration fee payable and other, net – due to affiliate

 

 

 

576

 

 

 

 

668

 

Taxes payable

 

 

 

9,937

 

 

 

 

2,410

 

Accounts payable and other liabilities

 

 

 

790

 

 

 

 

655

 

Total liabilities

 

$

 

455,617

 

 

 $

 

409,421

 

Commitments and contingencies

 

 

 

 

 

 

 

 

NET ASSETS

 

 

 

 

 

 

 

 

Common stock, $0.001 par value (100,000,000 shares authorized, 24,727,788 and 24,437,400 shares

 

 

 

 

 

 

 

 

 issued and outstanding at December 31, 2022 and December 31, 2021, respectively)

 

$

 

25

 

 

 $

 

24

 

Additional paid-in capital

 

 

 

395,672

 

 

 

 

361,807

 

Total distributable earnings

 

 

 

84,646

 

 

 

 

125,933

 

Total net assets

 

 

 

480,343

 

 

 

 

487,764

 

Total liabilities and net assets

 

$

 

935,960

 

 

 $

 

897,185

 

Net asset value per common share

 

$

 

19.43

 

 

 $

 

19.96

 

 

 

 

 

 

 

 

 


 

 

FIDUS INVESTMENT CORPORATION

Consolidated Statements of Operations (unaudited)

(in thousands, except shares and per share data)

 

 

 

Three Months Ended

 

 

Years Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Investment Income:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

 

 

 

 

 

 

Control investments

 

$

 

 

$

1,240

 

 

$

 

 

$

3,735

 

Affiliate investments

 

 

1,031

 

 

 

599

 

 

 

3,464

 

 

 

2,695

 

Non-control/non-affiliate investments

 

 

23,348

 

 

 

16,451

 

 

 

78,880

 

 

 

66,648

 

Total interest income

 

 

24,379

 

 

 

18,290

 

 

 

82,344

 

 

 

73,078

 

Payment-in-kind interest income

 

 

 

 

 

 

 

 

 

 

 

 

Control investments

 

 

 

 

 

456

 

 

 

 

 

 

2,117

 

Affiliate investments

 

 

 

 

 

87

 

 

 

30

 

 

 

368

 

Non-control/non-affiliate investments

 

 

336

 

 

 

419

 

 

 

1,633

 

 

 

1,809

 

Total payment-in-kind interest income

 

 

336

 

 

 

962

 

 

 

1,663

 

 

 

4,294

 

Dividend income

 

 

 

 

 

 

 

 

 

 

 

 

Control investments

 

 

 

 

 

 

 

 

 

 

 

568

 

Affiliate investments

 

 

 

 

 

1,062

 

 

 

725

 

 

 

1,172

 

Non-control/non-affiliate investments

 

 

204

 

 

 

196

 

 

 

889

 

 

 

895

 

Total dividend income

 

 

204

 

 

 

1,258

 

 

 

1,614

 

 

 

2,635

 

Fee income

 

 

 

 

 

 

 

 

 

 

 

 

Control investments

 

 

 

 

 

1,472

 

 

 

 

 

 

1,872

 

Affiliate investments

 

 

5

 

 

 

15

 

 

 

457

 

 

 

385

 

Non-control/non-affiliate investments

 

 

2,028

 

 

 

2,103

 

 

 

7,525

 

 

 

8,174

 

Total fee income

 

 

2,033

 

 

 

3,590

 

 

 

7,982

 

 

 

10,431

 

Interest on idle funds

 

 

522

 

 

 

1

 

 

 

534

 

 

 

8

 

Total investment income

 

 

27,474

 

 

 

24,101

 

 

 

94,137

 

 

 

90,446

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Interest and financing expenses

 

 

4,928

 

 

 

4,746

 

 

 

18,665

 

 

 

19,164

 

Base management fee

 

 

3,844

 

 

 

3,213

 

 

 

14,568

 

 

 

12,874

 

Incentive fee - income

 

 

3,035

 

 

 

2,622

 

 

 

8,318

 

 

 

10,266

 

Incentive fee (reversal) - capital gains

 

 

161

 

 

 

9,558

 

 

 

(432

)

 

 

18,196

 

Administrative service expenses

 

 

490

 

 

 

438

 

 

 

1,902

 

 

 

1,719

 

Professional fees

 

 

917

 

 

 

415

 

 

 

2,463

 

 

 

1,899

 

Other general and administrative expenses

 

 

275

 

 

 

262

 

 

 

994

 

 

 

875

 

Total expenses before base management fee waiver

 

 

13,650

 

 

 

21,254

 

 

 

46,478

 

 

 

64,993

 

Base management fee waiver

 

 

(74

)

 

 

(78

)

 

 

(302

)

 

 

(176

)

Total expenses, net of base management fee waiver

 

 

13,576

 

 

 

21,176

 

 

 

46,176

 

 

 

64,817

 

Net investment income before income taxes

 

 

13,898

 

 

 

2,925

 

 

 

47,961

 

 

 

25,629

 

Income tax provision (benefit)

 

 

1,414

 

 

 

477

 

 

 

1,412

 

 

 

509

 

Net investment income

 

 

12,484

 

 

 

2,448

 

 

 

46,549

 

 

 

25,120

 

Net realized and unrealized gains (losses) on investments:

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gains (losses):

 

 

 

 

 

 

 

 

 

 

 

 

Control investments

 

 

(294

)

 

 

20,554

 

 

 

48

 

 

 

20,521

 

Affiliate investments

 

 

(7

)

 

 

94

 

 

 

39,833

 

 

 

124

 

Non-control/non-affiliate investments

 

 

716

 

 

 

21,488

 

 

 

25,754

 

 

 

35,163

 

Total net realized gain (loss) on investments

 

 

415

 

 

 

42,136

 

 

 

65,635

 

 

 

55,808

 

Income tax (provision) benefit from realized gains on investments

 

 

(1,720

)

 

 

(2,200

)

 

 

(1,841

)

 

 

(2,057

)

Income tax (provision) from deemed distribution of long term capital gains

 

 

(8,568

)

 

 

 

 

 

(8,568

)

 

 

 

Net change in unrealized appreciation (depreciation):

 

 

 

 

 

 

 

 

 

 

 

 

Control investments

 

 

(10,852

)

 

 

4,923

 

 

 

(13,233

)

 

 

34

 

Affiliate investments

 

 

6,034

 

 

 

7,733

 

 

 

(35,979

)

 

 

32,207

 

Non-control/non-affiliate investments

 

 

6,930

 

 

 

(3,179

)

 

 

(16,490

)

 

 

9,255

 

Total net change in unrealized appreciation (depreciation) on investments

 

 

2,112

 

 

 

9,477

 

 

 

(65,702

)

 

 

41,496

 

Net gain (loss) on investments, including income tax (provision) benefit

 

 

(7,761

)

 

 

49,413

 

 

 

(10,476

)

 

 

95,247

 

Realized losses on extinguishment of debt

 

 

 

 

 

(1,623

)

 

 

(251

)

 

 

(4,263

)

Net increase (decrease) in net assets resulting from operations

 

$

4,723

 

 

$

50,238

 

 

$

35,822

 

 

$

116,104

 

Per common share data:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income per share-basic and diluted

 

$

0.51

 

 

$

0.10

 

 

$

1.90

 

 

$

1.03

 

Net increase in net assets resulting from operations per share — basic and diluted

 

$

0.19

 

 

$

2.06

 

 

$

1.46

 

 

$

4.75

 

Dividends declared per share

 

$

0.18

 

 

$

0.41

 

 

$

2.00

 

 

$

1.60

 

Weighted average number of shares outstanding — basic and diluted

 

 

24,559,486

 

 

 

24,437,400

 

 

 

24,468,172

 

 

 

24,437,400

 

 

 


 

 

Schedule 1

Supplemental Information Regarding Adjusted Net Investment Income

On a supplemental basis, we provide information relating to adjusted net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income. Adjusted net investment income represents net investment income excluding any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The management agreement with our investment advisor provides that a capital gains incentive fee is determined and paid annually with respect to cumulative realized capital gains (but not unrealized capital gains) to the extent such realized capital gains exceed realized and unrealized losses for such year, less the aggregate amount of any capital gains incentive fees paid in all prior years. In addition, we accrue, but do not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. As such, we believe that adjusted net investment income is a useful indicator of operations exclusive of any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. The following table provides a reconciliation of net investment income to adjusted net investment income for the three and twelve months ended December 31, 2022 and 2021.

 

 

 

 

 

($ in thousands)

 

 

($ in thousands)

 

 

 

 

 

 

Three Months Ended

 

 

Years Ended

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

 

 

 

(unaudited)

 

 

(unaudited)

 

 

 

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net investment income

 

 

 

 

$

12,484

 

 

$

2,448

 

 

$

46,549

 

 

$

25,120

 

Capital gains incentive fee expense (reversal)

 

 

 

 

 

161

 

 

 

9,558

 

 

 

(432

)

 

 

18,196

 

Adjusted net investment income (1)

 

 

 

 

$

12,645

 

 

$

12,006

 

 

$

46,117

 

 

$

43,316

 

 

 

 

 

 

 

(Per share)

 

 

(Per share)

 

 

 

 

 

 

Three Months Ended

 

 

Years Ended

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

 

 

 

(unaudited)

 

 

(unaudited)

 

 

 

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net investment income

 

 

 

 

$

0.51

 

 

$