UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form
(Mark One)
For the fiscal year ended
OR
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
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(I.R.S. Employer Identification No.) |
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(Registrant’s Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes
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.
1
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).
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.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of common stock held by non-affiliates of the registrant on June 30, 2022 based on the closing price on that date of $17.45 on the NASDAQ Global Select Market was $
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2023 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the U.S. Securities and Exchange Commission not later than 120 days following the end of the registrant’s fiscal year ended December 31, 2022.
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TABLE OF CONTENTS
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PART I |
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Item 1. |
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6 |
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Item 1A. |
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29 |
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Item 1B. |
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58 |
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Item 2. |
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58 |
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Item 3. |
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58 |
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Item 4. |
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58 |
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PART II |
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Item 5. |
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59 |
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Item 6. |
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62 |
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Item 7. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 7A. |
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80 |
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Item 8. |
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82 |
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Item 9. |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
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128 |
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Item 9A. |
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128 |
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Item 9B. |
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128 |
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Item 9C. |
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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128 |
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PART III |
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Item 10. |
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129 |
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Item 11. |
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129 |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
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129 |
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Certain Relationships and Related Transactions, and Director Independence. |
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Item 14. |
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PART IV |
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Item 15. |
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132 |
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3
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Fidus Investment Corporation, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this Annual Report on Form 10-K involve risks and uncertainties, including statements as to:
4
These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new debt investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Annual Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in Item 1A entitled “Risk Factors” in Part 1 and elsewhere in this Annual Report. You should not place undue reliance on these forward-looking statements as a prediction of actual results, which apply only as of the date of this Annual Report.
5
PART I
Except as otherwise specified, references to “we,” “us,” “our,” “Fidus” and “FIC” refer to Fidus Investment Corporation and its consolidated subsidiaries. Some of the statements in this Annual Report constitute forward-looking statements, which apply to us and relate to future events, future performance or financial conditions. The forward-looking statements involve risks and uncertainties for us and our portfolio companies and actual results could differ materially from those projected in the forward-looking statements for any reason, including those factors discussed in Item 1A. “Risk Factors” and elsewhere in this Annual Report.
Item 1. Business.
GENERAL
Fidus Investment Corporation, a Maryland Corporation, operates as an externally managed business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”). FIC completed its initial public offering, or IPO, in June 2011. In addition, FIC has elected, and intends to qualify annually, to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As of December 31, 2022, our shares were listed on the NASDAQ Global Select Market under the symbol “FDUS.”
FIC may make investments directly or through its two wholly-owned investment company subsidiaries, Fidus Mezzanine Capital II, L.P. (“Fund II”) and Fidus Mezzanine Capital III, L.P. (“Fund III”) (collectively Fund II and Fund III are referred to as the “Funds”). Fidus Investment GP, LLC, the general partner of the Funds, is also a wholly owned subsidiary of FIC. The Funds are licensed by the U.S. Small Business Administration (the “SBA”) to operate as small business investment companies (“SBICs”). The Funds utilize the proceeds of the issuance of SBA-guaranteed debentures to enhance returns to our stockholders. As of September 9, 2019, Fidus Mezzanine Capital, L.P. (“Fund I”) completed a wind-down plan, relinquished its SBIC license, and can no longer issue additional SBA-guaranteed debentures. We believe that utilizing both FIC and the Funds as investment vehicles provides us with access to a broader array of investment opportunities. Given our access to lower cost capital through the SBA’s SBIC debenture program, we expect that we will continue to make investments through the Funds during the investment period until the Funds reach their borrowing limit under the program. For two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million.
Overview
We provide customized debt and equity financing solutions to lower middle-market companies, which we define as U.S. based companies having revenues between $10.0 million and $150.0 million.
We invest in companies that possess some or all of the following attributes: predictable revenues; positive cash flows; defensible and/or leading market positions; diversified customer and supplier bases; and proven management teams with strong operating discipline. We target companies in the lower middle-market with annual earnings, before interest, taxes, depreciation and amortization, or EBITDA, between $5.0 million and $30.0 million; however, we may from time to time opportunistically make investments in larger or smaller companies. Our investments typically range between $5.0 million and $35.0 million per portfolio company.
6
As of December 31, 2022, we had debt and equity investments in 78 portfolio companies with an aggregate fair value of $860.3 million. The weighted average yield on our debt investments as of December 31, 2022 was 13.8%. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our fees and expenses. The weighted average yield was computed using the effective interest rates for debt investments at cost as of December 31, 2022, including accretion of original issue discount (“OID”) and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level. For the year ended December 31, 2022, our total return based on net asset value (“NAV”) per share was 7.3% and our total return based on market value was 17.7%. For the year ended December 31, 2021, our total return based on NAV was 28.3% and our total return based on market value was 53.9%. Total return based on NAV per share equals the change in NAV per share during the period, plus dividends paid per share during the period, less other non-operating changes during the period, and divided by beginning NAV per share for the period. Non-operating changes include any items that affect NAV per share other than increase from investment operations, such as the effects of share issuances and repurchases and other miscellaneous items. Total return based on market value equals the change in the market value of our common stock per share during the period divided by the market value per share at the beginning of the period, and assumes reinvestment of dividends at prices obtained by our dividend reinvestment plan during the period. While these two figures reflect fund expenses, they do not reflect any sales load that may be paid by investors.
Available Information
Our headquarters are in Evanston, Illinois, and our website is www.fdus.com. We are not including the information contained on our website as a part of, or incorporating it by reference into, this Annual Report. We make available free of charge through our website our proxy statement, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the U.S. Securities and Exchange Commission (the “SEC”). The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, like us, that file electronically with the SEC. Copies of this Annual Report and other reports are also available without charge by contacting us in writing at 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201, Attention: Investor Relations.
Our Advisor
Our investment activities are managed by Fidus Investment Advisors, LLC, our investment advisor, and supervised by our board of directors, a majority of whom are not “interested persons” of FIC as defined in section 2(a)(19) of the 1940 Act, and who we refer to hereafter as the Independent Directors. Pursuant to the terms of the investment advisory and management agreement, which we refer to as the Investment Advisory Agreement, between us and our investment advisor, our investment advisor is responsible for determining the composition of our portfolio, including sourcing potential investments, conducting research and diligence on potential investments and equity sponsors, analyzing investment opportunities, structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. Our investment advisor’s investment professionals seek to capitalize on their significant deal origination and sourcing, underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience. These professionals have developed a broad network of contacts within the investment community, have gained extensive experience investing in assets that constitute our primary focus and have expertise in investing across all levels of the capital structure of lower middle-market companies.
Our relationship with our investment advisor is governed by and dependent on the Investment Advisory Agreement and may be subject to conflicts of interest. We pay our investment advisor a fee for its services under the Investment Advisory Agreement consisting of two components—a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.75% of the average value of our total assets (other than cash or cash equivalents but including assets purchased with borrowed amounts). The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20.0% of our “pre-incentive fee net investment income” for the immediately preceding quarter, subject to a 2.0% preferred return, or “hurdle,” and a “catch up” feature. The second part is determined and payable in arrears as of the end of each fiscal year in an amount equal to 20.0% of our realized capital gains, if any, on a cumulative basis from inception through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any capital gain incentive fees paid in prior years. We accrue, but do not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. For more information about how we compensate our investment advisor, see “Management and Other Agreements—Investment Advisory Agreement.”
7
Among other things, our board of directors is charged with protecting our interests by monitoring how our investment advisor addresses conflicts of interest associated with its management services and compensation. Our board of directors is not expected to review or approve each borrowing or incurrence of leverage. However, our board of directors periodically reviews our investment advisor’s portfolio management decisions and portfolio performance. In addition, our board of directors at least annually reviews the services provided by and fees paid to our investment advisor. In connection with these reviews, our board of directors, including a majority of our Independent Directors, considers whether the fees and expenses (including those related to leverage) that we pay to our investment advisor are fair and reasonable in relation to the services provided. Renewal of our Investment Advisory Agreement must be approved each year by our board of directors, including a majority of our Independent Directors.
Fidus Investment Advisors, LLC is a Delaware limited liability company that is registered as an investment advisor under the Investment Advisers Act of 1940, as amended, or the Advisers Act. In addition, Fidus Investment Advisors, LLC serves as our administrator and provides us with office space, equipment and clerical, book-keeping and record-keeping services pursuant to an administration agreement, which we refer to as the Administration Agreement.
Business Strategy
We intend to accomplish our goal of becoming one of the premier providers of capital to and value-added partner of lower middle-market companies by:
Leveraging the Experience of Our Investment Advisor. Our investment advisor’s investment professionals have significant experience investing in, lending to and advising companies across multiple industries and changing market cycles. These professionals have diverse backgrounds with prior experience in senior management positions at investment banks, specialty finance companies, commercial banks and privately and publicly held companies and have extensive experience investing across all levels of the capital structure of lower middle-market companies. We believe these professionals possess an in-depth understanding of the strategic, financial and operational challenges and opportunities of lower middle-market companies, enabling our investment advisor to effectively identify, assess, structure and monitor our investments.
Capitalizing on Our Strong Transaction Sourcing Network. Our investment advisor’s investment professionals possess an extensive network of long-standing relationships with private equity firms, middle-market senior lenders, junior capital partners, financial intermediaries and management teams of privately owned businesses. We believe that the combination of our investment advisor’s relationships and our reputation as a reliable, responsive and value-added financing partner helps us generate a steady stream of new investment opportunities and proprietary deal flow.
Serving as a Value-Added Partner with Customized Financing Solutions. We follow a partnership-oriented investment approach and focus on opportunities where we believe we can add value to a portfolio company. We primarily concentrate on industries or market niches in which the investment professionals of our investment advisor have prior experience. These professionals also have expertise in structuring securities at all levels of the capital structure, which we believe positions us well to meet the unique financing needs of our portfolio companies. We invest primarily in unitranche or first lien senior secured loans, typically coupled with an equity interest; however, on a selective basis we may invest in second lien and subordinated debt securities. Further, as a publicly-traded BDC, we have a longer investment horizon without the capital return requirements of traditional private investment vehicles. We believe this flexibility enables us to generate attractive risk-adjusted returns on invested capital and enables us to be a better long-term partner for our portfolio companies. We believe that by leveraging the industry and structuring expertise of our investment advisor coupled with our long-term investment horizon, we are well positioned to be a value-added partner for our portfolio companies.
Employing Rigorous Due Diligence and Underwriting Processes Focused on Capital Preservation. Our investment advisor follows a disciplined and credit-oriented approach to evaluating and investing in companies. We focus on companies with proven business models, significant free cash flow, defensible market positions and significant enterprise value cushion for our debt investments. In making investment decisions, we seek to minimize the risk of capital loss without foregoing the opportunity for capital appreciation. Our investment advisor’s investment professionals have developed extensive due diligence and underwriting processes designed to better assess a portfolio company’s prospects and to determine the appropriate investment structure. Our investment advisor thoroughly analyzes each potential portfolio company’s competitive position, financial performance, management team, growth potential and industry attractiveness. As part of this process, our investment advisor also participates in meetings with management, tours of facilities, discussions with industry professionals and third-party reviews. We believe this approach enables us to build and maintain an attractive investment portfolio that meets our return and value criteria over the long term.
Actively Managing our Portfolio. We believe that our investment advisor’s initial and ongoing portfolio review process allows us to effectively monitor the performance and prospects of our portfolio companies. We seek to obtain board observation rights or board seats with respect to our portfolio companies, and we conduct monthly financial reviews and have regular discussions with portfolio company management. We structure our investments with a comprehensive set of financial maintenance covenants, including affirmative and negative covenants. We believe that active monitoring of our portfolio companies’ compliance with covenants provides us with an early warning of any financial difficulty and enhances our ability to protect our invested capital.
8
Maintaining Portfolio Diversification. We seek to maintain a portfolio of investments that is appropriately diversified among companies, industries, geographic regions and end markets. We have made investments in portfolio companies in the following industries: business services, industrial products and services, value-added distribution, healthcare products and services, consumer products and services (including retail, food and beverage), energy services, aerospace, and defense manufacturing, transportation services, information technology services and niche manufacturing. We believe that investing across various industries helps mitigate the potential effects of negative economic events for particular companies, regions and industries.
Benefiting from Lower Cost of Capital. The Funds’ SBIC licenses allow us to issue SBA-guaranteed debentures. These SBA debentures carry long-term fixed rates that are generally lower than rates on comparable bank and public debt. Because lower-cost SBA leverage is a significant part of our funding strategy, our relative cost of debt capital should be lower than many of our competitors. For two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million.
Investments
We seek to create a diversified investment portfolio that primarily includes debt investments and, to a lesser extent, equity securities. Our investments typically range between $5.0 million to $35.0 million per portfolio company, although this investment size may vary proportionately with the size of our capital base. Our investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments. We may invest in the equity securities of our portfolio companies, such as preferred stock, common stock, warrants and other equity interests, either directly or in conjunction with our debt investments.
First Lien Debt. We structure some of our investments as senior secured or first lien debt investments. First lien debt investments are secured by a first priority lien on existing and future assets of the borrower and may take the form of term loans or revolving lines of credit. First lien debt is typically senior on a lien basis to other liabilities in the issuer’s capital structure and has the benefit of a first-priority security interest in assets of the issuer. The security interest ranks above the security interest of any second lien lenders in those assets. Our first lien debt may include stand-alone first lien loans, “last out” first lien loans, or “unitranche” loans. Stand-alone first lien loans are traditional first lien loans. All lenders in the facility have equal rights to the collateral that is subject to the first-priority security interest. “Last out” first lien loans have a secondary priority behind super-senior “first out” first lien loans in the collateral securing the loans in certain circumstances. The arrangements for a “last out” first lien loan are set forth in an “agreement among lenders,” which provides lenders with “first out” and “last out” payment streams based on a single lien on the collateral. Since the “first out” lenders generally have priority over the “last out” lenders for receiving payment under certain specified events of default, or upon the occurrence of other triggering events under intercreditor agreements or agreements among lenders, the “last out” lenders bear a greater risk and, in exchange, receive a higher effective interest rate, through arrangements among the lenders, than the “first out” lenders or lenders in stand-alone first lien loans. Agreements among lenders also typically provide greater voting rights to the “last out” lenders than the intercreditor agreements to which second lien lenders often are subject.
Many of our debt investments also include excess cash flow sweep features, whereby principal repayment may be required before maturity if the portfolio company achieves certain defined operating targets. Additionally, our debt investments typically have principal prepayment penalties in the early years of the debt investment. The majority of our debt investments provide for a variable interest rate, generally with a LIBOR, Prime, or SOFR floor.
Second Lien Debt. Some of our debt investments take the form of second lien debt, which includes senior subordinated notes. Second lien debt investments obtain security interests in the assets of the portfolio company as collateral in support of the repayment of such loans. Second lien debt typically is senior on a lien basis to other liabilities in the issuer’s capital structure and has the benefit of a security interest over assets of the issuer, though ranking junior to first lien debt secured by those assets. First lien lenders and second lien lenders typically have separate liens on the collateral, and an intercreditor agreement provides the first lien lenders with priority over the second lien lenders’ liens on the collateral. These loans typically provide for no contractual loan amortization, with all amortization deferred until loan maturity, and may include payment-in-kind (“PIK”) interest, which increases the principal balance over the term and, coupled with the deferred principal payment provision, increases credit risk exposure over the life of the loan.
Subordinated Debt. These investments are typically structured as unsecured, subordinated notes. Structurally, subordinated debt usually ranks subordinate in priority of payment to first lien and second lien debt and may not have the benefit of financial covenants common in first lien and second lien debt. Subordinated debt may rank junior as it relates to proceeds in certain liquidations where it does not have the benefit of a lien in specific collateral held by creditors (typically first lien and/or second lien) who have a perfected security interest in such collateral. However, subordinated debt ranks senior to common and preferred equity in an issuer’s capital structure. These loans typically have relatively higher fixed interest rates (often representing a combination of cash pay and PIK interest) and amortization of principal deferred to maturity. The PIK feature (meaning a feature allowing for the payment of interest in the form of additional principal amount of the loan instead of in cash), which effectively operates as negative amortization of loan principal, coupled with the deferred principal payment provision, increases credit risk exposure over the life of the loan.
9
Equity Securities. Our equity securities typically consist of either a direct minority equity investment in common or preferred stock or membership/partnership interests of a portfolio company, or we may receive warrants to buy a minority equity interest in a portfolio company in connection with a debt investment. Warrants we receive with our debt investments typically require only a nominal cost to exercise, and thus, as a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. Our equity investments are typically not control-oriented investments, and in many cases, we acquire equity securities as part of a group of private equity investors in which we are not the lead investor. We may structure such equity investments to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the occurrence of specified events. In many cases, we may also seek to obtain registration rights in connection with these equity interests, which may include demand and “piggyback” registration rights. Our equity investments typically are made in connection with debt investments to the same portfolio companies.
Our Consolidated Portfolio
We generally seek to invest in companies from the broad range of industries in which our investment advisor has direct experience. The following is a representative list of the broad industry segments in which we have invested; however, we may invest in other industries if we are presented with attractive opportunities.
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• aerospace & defense; |
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• infrastructure; |
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• business services; |
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• logistics & transportation; |
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• consumer products / multi-unit; |
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• niche manufacturing; |
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• energy services; |
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• software & tech-enabled services; and |
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• healthcare products; |
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• value-added distribution. |
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• industrial; |
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As of December 31, 2022, we had investments in 78 portfolio companies with an aggregate fair value of $860.3 million. As of December 31, 2021, we had investments in 78 portfolio companies with an aggregate fair value of $719.1 million.
The following table shows the portfolio composition by geographic region at fair value and cost and as a percentage of total investments (dollars in millions). The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business.
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Cost |
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December 31, |
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December 31, |
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December 31, |
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December 31, |
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2022 |
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2021 |
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2022 |
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United States |
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Midwest |
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$ |
180.6 |
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21.0 |
% |
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$ |
157.2 |
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21.9 |
% |
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$ |
132.2 |
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16.0 |
% |
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$ |
89.9 |
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14.5 |
% |
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Southeast |
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265.9 |
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31.0 |
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220.0 |
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30.6 |
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258.4 |
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31.1 |
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197.4 |
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31.7 |
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Northeast |
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127.4 |
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14.8 |
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126.6 |
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17.6 |
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134.9 |
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16.3 |
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127.8 |
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20.6 |
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West |
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151.5 |
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17.6 |
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105.9 |
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14.7 |
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|
|
161.9 |
|
|
|
19.5 |
|
|
|
|
100.1 |
|
|
|
16.1 |
|
|
Southwest |
|
|
122.5 |
|
|
|
14.2 |
|
|
|
|
109.4 |
|
|
|
15.2 |
|
|
|
|
128.9 |
|
|
|
15.6 |
|
|
|
|
106.6 |
|
|
|
17.1 |
|
|
Canada |
|
|
12.4 |
|
|
|
1.4 |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
12.4 |
|
|
|
1.5 |
|
|
|
|
— |
|
|
|
— |
|
|
Total |
|
$ |
860.3 |
|
|
|
100.0 |
% |
|
|
$ |
719.1 |
|
|
|
100.0 |
% |
|
|
$ |
828.7 |
|
|
|
100.0 |
% |
|
|
$ |
621.8 |
|
|
|
100.0 |
% |
|
10
The following table shows the detailed industry segment composition of our portfolio at fair value and cost as a percentage of total investments.
|
|
Fair Value |
|
|
Cost |
|
|
||||||||||
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
||||
Name |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
||||
Information Technology Services |
|
|
33.3 |
% |
|
|
27.0 |
% |
|
|
35.4 |
% |
|
|
30.6 |
% |
|
Business Services |
|
|
12.2 |
|
|
|
13.3 |
|
|
|
12.2 |
|
|
|
14.3 |
|
|
Healthcare Products |
|
|
10.5 |
|
|
|
11.2 |
|
|
|
5.8 |
|
|
|
3.6 |
|
|
Specialty Distribution |
|
|
6.4 |
|
|
|
8.0 |
|
|
|
5.6 |
|
|
|
8.2 |
|
|
Component Manufacturing |
|
|
5.7 |
|
|
|
4.1 |
|
|
|
6.1 |
|
|
|
4.0 |
|
|
Aerospace & Defense Manufacturing |
|
|
5.7 |
|
|
|
7.9 |
|
|
|
5.4 |
|
|
|
8.4 |
|
|
Transportation Services |
|
|
5.5 |
|
|
|
2.9 |
|
|
|
5.6 |
|
|
|
3.3 |
|
|
Building Products Manufacturing |
|
|
4.7 |
|
|
|
3.7 |
|
|
|
5.5 |
|
|
|
4.8 |
|
|
Promotional Products |
|
|
3.0 |
|
|
|
3.1 |
|
|
|
3.0 |
|
|
|
4.1 |
|
|
Environmental Industries |
|
|
2.5 |
|
|
|
3.0 |
|
|
|
2.6 |
|
|
|
3.5 |
|
|
Healthcare Services |
|
|
2.5 |
|
|
|
3.6 |
|
|
|
2.5 |
|
|
|
4.2 |
|
|
Retail |
|
|
2.4 |
|
|
|
1.6 |
|
|
|
3.9 |
|
|
|
1.8 |
|
|
Consumer Products |
|
|
1.6 |
|
|
|
2.6 |
|
|
|
1.7 |
|
|
|
3.0 |
|
|
Oil & Gas Services |
|
|
1.5 |
|
|
|
2.9 |
|
|
|
1.6 |
|
|
|
0.5 |
|
|
Utilities: Services |
|
|
1.3 |
|
|
|
1.9 |
|
|
|
1.4 |
|
|
|
1.8 |
|
|
Industrial Cleaning & Coatings |
|
|
1.2 |
|
|
|
1.5 |
|
|
|
1.6 |
|
|
|
2.1 |
|
|
Restaurants |
|
|
— |
|
(1) |
|
— |
|
(1) |
|
0.1 |
|
|
|
0.1 |
|
|
Utility Equipment Manufacturing |
|
|
— |
|
|
|
1.5 |
|
|
|
— |
|
|
|
1.4 |
|
|
Vending Equipment Manufacturing |
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
|
|
0.3 |
|
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
(1) Percentage is less than 0.1% of respective total.
Investment Criteria/Guidelines
We use the following criteria and guidelines in evaluating investment opportunities and constructing our portfolio. However, not all of these criteria and guidelines have been, or will be, met in connection with each of our investments.
Value Orientation / Positive Cash Flow. Our investment advisor places a premium on analysis of business fundamentals from an investor’s perspective and has a distinct value orientation. We focus on companies with proven business models in which we can invest at relatively low multiples of operating cash flow. We also typically invest in portfolio companies with a history of profitability and minimum trailing twelve month EBITDA of $5.0 million. We do not invest in start-up companies, “turn-around” situations or companies that we believe have unproven business plans.
Experienced Management Teams with Meaningful Equity Ownership. We target portfolio companies that have management teams with significant experience and/or relevant industry experience coupled with meaningful equity ownership. We believe management teams with these attributes are more likely to manage the companies in a manner that protects our debt investment and enhances the value of our equity investment.
Niche Market Leaders with Defensible Market Positions. We seek to invest in portfolio companies that have developed defensible and/or leading positions within their respective markets or market niches and are well-positioned to capitalize on growth opportunities. We favor companies that demonstrate significant competitive advantages, which we believe helps to protect their market position and profitability.
Diversified Customer and Supplier Base. We prefer to invest in portfolio companies that have a diversified customer and supplier base. Companies with a diversified customer and supplier base are generally better able to endure economic downturns, industry consolidation and shifting customer preferences.
Significant Equity Value. We believe the existence of significant underlying equity value provides important support to our debt investments. With respect to our debt investments, we look for portfolio companies where management/sponsors have provided significant equity funding and where we believe aggregate enterprise value significantly exceeds aggregate indebtedness, after consideration of our investment.
11
Viable Exit Strategy. We invest in portfolio companies that we believe will provide steady cash flows to service our debt, ultimately repay our loans and provide working capital for their respective businesses. In addition, we seek to invest in portfolio companies whose business models and expected future cash flows offer attractive exit possibilities for our portfolio equity investments. We expect to exit our investments typically through one of three scenarios: (a) the sale of the portfolio company resulting in repayment of all outstanding debt and monetization of equity; (b) the recapitalization of the portfolio company through which our investments are replaced with debt or equity from a third party or parties; or (c) the repayment of the initial or remaining principal amount of our debt investment from cash flow generated by the portfolio company. In some investments, there may be scheduled amortization of some portion of our debt investment that would result in a partial exit of our investment prior to the maturity of the debt investment.
Investment Committee
Our investment advisor has formed an investment committee to evaluate and approve all of our investments. The investment committee process is intended to bring the diverse experience and perspectives of the committee’s members to the analysis and consideration of each investment. The investment committee also serves to provide investment consistency and adherence to our investment advisor’s core investment philosophy and policies. The investment committee also determines appropriate investment sizing and suggests ongoing monitoring requirements.
The members of the investment committee that evaluate and approve all of our investments are Edward H. Ross, Thomas C. Lauer, John H. Grigg, Robert G. Lesley, Jr., John J. Ross, II, Thomas J. Steiglehner, and W. Andrew Worth.
Investment Process Overview
Our investment advisor has developed the following investment process based on the experience of its investment professionals to identify investment opportunities and to structure investments quickly and effectively. Furthermore, our investment advisor seeks to identify those companies exhibiting superior fundamental risk-reward profiles and strong defensible business franchises while focusing on the relative value of the security in the portfolio company’s capital structure. The investment process consists of five distinct phases:
|
• |
|
Investment Generation/Origination; |
|
• |
|
Initial Evaluation; |
|
• |
|
Due Diligence and Underwriting; |
|
• |
|
Documentation and Closing; and |
|
• |
|
Active Portfolio Management. |
Each of the phases is described in more detail below.
Investment Generation/Origination. Our investment origination efforts are focused on leveraging our investment advisor’s extensive network of long-standing relationships with private equity firms, middle-market senior lenders, junior-capital partners, financial intermediaries, service providers and management teams of privately owned businesses. We believe that our investment advisor’s investment professionals have reputations as reliable, responsive and value-added partners for lower middle-market companies. Our investment advisor’s focus and reputation as a value-added partner generates a balanced mix of proprietary deal flow and a steady stream of new deal opportunities.
Initial Evaluation. After a potential transaction is received by our investment advisor, it will conduct an initial review of the transaction materials to determine whether it meets our investment criteria and complies with SBA regulations (with respect to investments by the Funds) and other regulatory requirements.
If the potential transaction initially meets our investment criteria, at least two members of the investment committee, referred to as the deal team, will conduct a preliminary due diligence review, taking into consideration some or all of the following factors:
|
• |
|
A comprehensive financial model based on quantitative analysis of historical financial performance, projections and pro forma adjustments to determine a range of estimated internal rates of return. |
|
• |
|
An initial call or meeting with the portfolio company management team, owner, private equity sponsor or other deal partner. |
|
• |
|
A brief industry and market analysis, leveraging direct industry expertise from other investment professionals of our investment advisor. |
|
• |
|
Preliminary qualitative analysis of the portfolio company management team’s competencies and backgrounds. |
|
• |
|
Potential investment structures and pricing terms. |
Upon successful completion of the screening process, the deal team prepares a screening memorandum and makes a recommendation to the investment committee. At this time, the investment committee will also consider whether the investment would be made by FIC or through the Funds. If the investment committee supports the deal team’s recommendation, the deal team issues a non-binding term sheet to the potential portfolio company. Such a term sheet will typically include the key economic terms based on our analysis conducted during the screening process. Upon agreement on a term sheet with the potential portfolio company, our investment advisor will begin a formal diligence and underwriting process.
12
Due Diligence and Underwriting. Our investment advisor has developed a rigorous and disciplined due diligence process that includes a comprehensive understanding of a borrower’s industry, market, operational, financial, organizational and legal positions and prospects. The due diligence review will take into account information that the deal team deems necessary to make an informed decision about the creditworthiness of the borrower and the risks of the investment, which includes some or all of the following:
|
• |
|
Initial or additional site visits and facility tours with management and key personnel. |
|
• |
|
Review of the business history, operations and strategy. |
|
• |
|
In depth review of industry and competition. |
|
• |
|
Analysis of key customers and suppliers, including review of any concentrations and key contracts. |
|
• |
|
Detailed review of historical and projected financial statements, including a review of at least three years of performance (annual and monthly), key financial ratios, revenue, expenses and profitability drivers and sensitivities to management’s financial projections. |
|
• |
|
Detailed evaluation of company management, including background checks. |
|
• |
|
Third party reviews of accounting, environmental, legal, insurance, material contracts, competition, industry and market studies and interviews with customers and suppliers, (each as appropriate). |
|
• |
|
Financial sponsor diligence, if applicable, including portfolio company and other reference checks. |
During the due diligence process, significant attention is given to sensitivity analyses and how the portfolio company might be expected to perform given various scenarios, including downside, “base case” and upside. Upon satisfactory completion of the due diligence review process, the deal team will present their findings and a recommendation to the investment committee. If the investment committee supports the deal team’s recommendation, the deal team will proceed with negotiating and documenting the investment.
Documentation and Closing. Our investment advisor works with the management of a potential portfolio company and its other capital providers, including, as applicable, senior, junior and equity capital providers to structure an investment. Our investment advisor structures each investment with an acute focus on capital preservation and will tailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company. We seek to limit the downside of our investments by:
|
• |
|
Targeting an optimal total return on our investments (including a combination of current and deferred interest, prepayment penalties and equity participation) that compensates us for credit risk. |
|
• |
|
Negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, yet consistent with preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either board observation or rights to a seat on the board under some circumstances. |
|
• |
|
Structuring financial covenants and terms in our debt investments that require a portfolio company to reduce leverage over time, thereby mitigating the risk of loss and increasing the likelihood of achieving targeted returns on investment. These methods may include, among others: leverage covenants requiring a decreasing ratio of debt to cash flow; cash flow covenants requiring an increasing ratio of cash flow to interest expense and possibly other cash expenses such as capital expenditures, cash taxes and mandatory principal payments; and debt incurrence prohibitions, or limiting a company’s ability to relever its balance sheet. In addition, limitations on asset sales and capital expenditures prevent a company from changing the nature of its business or capitalization without our consent. |
We expect to hold most of our investments to maturity or repayment, but may exit our investments earlier if a liquidity event takes place, such as a sale or recapitalization of a portfolio company, or if we determine that a sale of one or more of our investments is in our best interest.
Active Portfolio Management. Active portfolio monitoring is a vital part of our investment process and we continuously monitor the status and progress of the portfolio companies. The same deal team that was involved in the investment process will continue its involvement in the portfolio company post-investment. This provides for continuity of knowledge and allows the deal team to maintain a strong business relationship with key management of its portfolio companies for post-investment assistance and monitoring purposes.
As part of the monitoring process, the deal team conducts a comprehensive review of the financial and operating results of each portfolio company that includes a review of the monthly/quarterly financials relative to the prior year and budget, a review of the financial projections including cash flow and liquidity needs, meeting with management, attending board meetings and reviewing compliance certificates and covenants. We maintain an ongoing dialogue with the management and any controlling equity holders of a portfolio company that will include discussions about the company’s business plans and growth opportunities and any changes in industry and competitive dynamics. While we maintain limited involvement in the ordinary course operations of our portfolio companies, we may maintain a higher level of involvement in non-ordinary course financing or strategic activities and any non-performing scenarios. Our investment advisor’s portfolio management will also include quarterly portfolio reviews with all investment professionals and investment committee members.
13
Investment Rating System
In addition to various risk management and monitoring tools, our investment advisor uses an internally developed investment rating system to characterize and monitor the credit profile and our expected level of returns on each investment in our portfolio. We use a five-level numeric rating scale. The following is a description of the conditions associated with each investment rating:
• |
|
Investment Rating 1 is used for investments that involve the least amount of risk in our portfolio. The portfolio company is performing above expectations, the debt investment is expected to be paid in the near term and the trends and risk factors are favorable, and may include an expected capital gain on the equity investment. |
• |
|
Investment Rating 2 is used for investments that involve a level of risk similar to the risk at the time of origination. The portfolio company is performing substantially within our expectations and the risks factors are neutral or favorable. Each new portfolio investment enters our portfolio with Investment Rating 2. |
• |
|
Investment Rating 3 is used for investments performing below expectations and indicates the investment’s risk has increased somewhat since origination. The portfolio company requires closer monitoring, but we expect a full return of principal and collection of all interest and/or dividends. |
• |
|
Investment Rating 4 is used for investments performing materially below our expectations and the risk has increased materially since origination. The investment has the potential for some loss of investment return, but we expect no loss of principal. |
• |
|
Investment Rating 5 is used for investments performing substantially below our expectations and the risks have increased substantially since origination. We expect some loss of principal. |
The following table shows the distribution of our investments on the 1 to 5 investment rating scale at fair value and cost as of December 31, 2022 and 2021 (dollars in millions).
|
|
Fair Value |
|
|
|
Cost |
|
|
||||||||||||||||||||||||||||
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
||||||||||||||||||||
Investment Rating |
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
||||||||||||||||||||
1 |
|
$ |
84.4 |
|
|
|
9.8 |
% |
|
|
$ |
119.8 |
|
|
|
16.7 |
% |
|
|
$ |
26.9 |
|
|
|
3.2 |
% |
|
|
$ |
19.1 |
|
|
|
3.1 |
% |
|
2 |
|
|
699.4 |
|
|
|
81.3 |
|
|
|
|
566.7 |
|
|
|
78.8 |
|
|
|
|
682.9 |
|
|
|
82.4 |
|
|
|
|
556.1 |
|
|
|
89.4 |
|
|
3 |
|
|
73.9 |
|
|
|
8.6 |
|
|
|
|
31.7 |
|
|
|
4.4 |
|
|
|
|
94.4 |
|
|
|
11.4 |
|
|
|
|
40.4 |
|
|
|
6.5 |
|
|
4 |
|
|
0.3 |
|
|
|
— |
|
|
|
|
0.9 |
|
|
|
0.1 |
|
|
|
|
1.6 |
|
|
|
0.2 |
|
|
|
|
3.0 |
|
|
|
0.5 |
|
|
5 |
|
|
2.3 |
|
|
|
0.3 |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
22.9 |
|
|
|
2.8 |
|
|
|
|
3.2 |
|
|
|
0.5 |
|
|
Total |
|
$ |
860.3 |
|
|
|
100.0 |
% |
|
|
$ |
719.1 |
|
|
|
100.0 |
% |
|
|
$ |
828.7 |
|
|
|
100.0 |
% |
|
|
$ |
621.8 |
|
|
|
100.0 |
% |
|
Based on our investment rating system, the weighted average rating of our portfolio as of December 31, 2022 and 2021 was 2.0 and 1.9, respectively, on a fair value basis and 2.2 and 2.1, respectively, on a cost basis.
Determination of Net Asset Value and Valuation Process
We determine the net asset value per share of our common stock on at least a quarterly basis, and more frequently if we are required to do so in connection with the issuance of shares of our common stock or pursuant to applicable federal laws and regulations. The net asset value per share of common stock is equal to the carrying value of our total assets minus liabilities and any preferred stock outstanding divided by the total number of shares of common stock outstanding. Our business plan calls for us to invest primarily in illiquid securities issued by private companies. These portfolio investments may be subject to restrictions on resale and will generally have no established trading market. Because there is not a readily available market for substantially all of the investments in our portfolio, we value substantially all of our portfolio investments at fair value as determined in good faith by our board of directors using a documented valuation policy and consistently applied valuation process in accordance with authoritative accounting guidelines. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Use of Estimates – Valuation of Portfolio Investments.”
Competition
Our primary competitors in providing financing to lower middle-market companies include public and private funds, other BDCs, SBICs, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements we must satisfy to maintain our RIC tax treatment.
14
We use the expertise of the investment professionals of our investment advisor to assess investment risks and determine appropriate pricing for our investments in portfolio companies. In addition, the relationships of the investment professionals of our investment advisor enable us to learn about, and compete effectively for, financing opportunities with attractive lower middle-market companies in the industries in which we seek to invest. For additional information concerning the competitive risks we face, see “Risk Factors — Risks Relating to Our Business and Structure — We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.”
Employees
We do not have any direct employees, and our day-to-day investment operations are managed by our investment advisor, which is also acting as our administrator. We have a chief executive officer, president, chief financial officer and chief compliance officer and, to the extent necessary, our board of directors may elect to hire additional personnel going forward. Our officers are employees of, and are compensated by, our investment advisor, and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs are paid by us pursuant to the Administration Agreement. Some of our executive officers are also officers of our investment advisor. See “Management and Other Agreements — Administration Agreement.”
MANAGEMENT AND OTHER AGREEMENTS
Our investment advisor is located at 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201. Our investment advisor also maintains additional office space at 4201 Congress Street, Suite 250, Charlotte, North Carolina 28209, and 1140 Avenue of the Americas, 21st Floor, New York, New York 10036. Our investment advisor is registered as an investment adviser under the Advisers Act. Subject to the overall supervision of our board of directors and in accordance with the 1940 Act, our investment advisor manages our day-to-day operations and provides investment advisory services to us. Under the terms of the Investment Advisory Agreement, our investment advisor:
• |
|
determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; |
• |
|
assists us in determining what securities we purchase, retain or sell; |
• |
|
identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); and |
• |
|
executes, closes, services and monitors the investments we make. |
Investment Advisory Agreement
Management Fee
Pursuant to the Investment Advisory Agreement, we pay our investment advisor a fee for investment advisory and management services consisting of two components — a base management fee and an incentive fee.
Base Management Fee
The base management fee is calculated at an annual rate of 1.75% based on the average value of our total assets (other than cash or cash equivalents but including assets purchased with borrowed amounts) at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Base management fees for any partial quarter are appropriately prorated. The base management fee is payable quarterly in arrears.
Incentive Fee
The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the quarter. Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement (defined below) and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee and excise taxes on realized gains). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, debt instruments with PIK income, preferred stock with PIK dividends and zero-coupon securities), accrued income we have not yet received in cash. The Investment Advisor is not under any obligation to reimburse us for any part of the incentive fee it receives that was based on accrued interest that we never collect.
Pre-incentive fee net investment income does not include any realized capital gains, taxes associated with such realized capital gains, realized capital losses, unrealized capital appreciation or depreciation or realized losses on extinguishment of debt. Because of the structure of the incentive fee, it is possible that we may pay an incentive fee in a quarter where we incur a loss. For example, if we generate pre-incentive fee net investment income in excess of the hurdle rate (as defined below) for a quarter, we will pay the applicable incentive fee even if we have incurred a loss in that quarter due to a net loss on investments or realized losses on extinguishment of debt.
15
Pre-incentive fee net investment income, expressed as a rate of return on the value of our weighted average net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 2.0% per quarter. Under conditions such as the current rising interest rate environment, we may be able to invest our funds in debt instruments that provide for a higher return, which would increase our pre-incentive fee net investment income and make it easier for our investment advisor to surpass the fixed hurdle rate and receive an incentive fee based on such net investment income.
We pay our investment advisor an incentive fee with respect to our pre-incentive fee net investment income earned in each calendar quarter as follows:
|
• |
|
no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle rate of 2.0%; |
|
• |
|
100.0% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5% in any calendar quarter. We refer to this portion of our pre-incentive fee net investment income (that exceeds the hurdle rate but is less than 2.5%) as the “catch-up” provision. The catch-up is meant to provide our investment advisor with 20.0% of the pre-incentive fee net investment income as if a hurdle rate did not apply if net investment income exceeds 2.5% in any calendar quarter; and |
|
• |
|
20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.5% in any calendar quarter. |
These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.
The following is a graphical representation of the calculation of the quarterly income-related portion of the incentive fee:
Quarterly Incentive Fee Based on Pre-Incentive Fee Net Investment Income
Pre-incentive fee net investment income
(expressed as a percentage of the value of net assets)
Percentage of pre-incentive fee net investment income
allocated to income-related portion of incentive fee
The second part of the incentive fee is a capital gains incentive fee that is determined and paid in arrears as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20.0% of the net capital gains as of the end of the fiscal year. In determining the capital gains incentive fee to be paid in cash to the Investment Advisor, the Company calculates the cumulative aggregate realized capital gains and losses since the IPO (realized capital gains and losses include realized gains and losses on investments, net of income tax provision from realized gains on investments, and realized losses on extinguishment of debt), and the aggregate unrealized capital depreciation on investments as of the date of the calculation. At the end of the applicable year, the amount of capital gains that serves as the basis for the calculation of the capital gains incentive fee to be paid equals the cumulative aggregate realized capital gains on investments, less cumulative aggregate realized capital losses on investments, less aggregate unrealized capital depreciation on investments, and less cumulative aggregate realized losses on extinguishment of debt. If this number is positive at the end of such year, then the capital gains incentive fee to be paid in cash for such year equals 20.0% of such amount, less the aggregate amount of any capital gains incentive fees paid in all prior years. We accrue, but do not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate.
Examples of Quarterly Incentive Fee Calculation
Example 1: Income Related Portion of Incentive Fee
Alternative 1
Assumptions
Investment income (including interest, dividends, fees, etc.) = 1.25%
Hurdle rate (1) = 2.0%
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Management fee (2) = 0.4375%
Other expenses (administrative service expenses, legal, accounting, custodian, transfer agent, etc.) (3) = 0.2%
Pre-incentive fee net investment income
(investment income – (management fee + other expenses)) = 0.6125%
Pre-incentive fee net investment income does not exceed hurdle rate, therefore there is no income-related incentive fee.
Alternative 2
Assumptions
Investment income (including interest, dividends, fees, etc.) = 2.9%
Hurdle rate (1) = 2.0%
Management fee (2) = 0.4375%
Other expenses (administrative service expenses, legal, accounting, custodian, transfer agent, etc.) (3) = 0.2%
Pre-incentive fee net investment income
(investment income – (management fee + other expenses)) = 2.2625%
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Incentive fee |
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= 100.0% × pre-incentive fee net investment income (subject to “catch-up”) (4) |
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= 100.0% × (2.2625% – 2.0%) |
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= 0.2625% |
Pre-incentive fee net investment income exceeds the hurdle rate, but does not fully satisfy the “catch-up” provision, therefore the income related portion of the incentive fee is 0.2625%.
Alternative 3
Assumptions
Investment income (including interest, dividends, fees, etc.) = 3.5%
Hurdle rate (1) = 2.0%
Management fee (2) = 0.4375%
Other expenses (administrative service expenses, legal, accounting, custodian, transfer agent, etc.) (3) = 0.2%
Pre-incentive fee net investment income
(investment income – (management fee + other expenses)) = 2.8625%
Incentive fee = 100.0% × pre-incentive fee net investment income (subject to “catch-up”) (4)
Incentive fee = 100.0% × “catch-up” + (20.0% × (pre-incentive fee net investment income – 2.5%))
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“Catch-up” |
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= 2.5% – 2.0% |
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= 0.5% |
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Incentive fee |
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= (100.0% × 0.5%) + (20.0% × (2.8625% – 2.5%)) |
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= 0.5% + (20.0% × 0.3625%) |
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= 0.5% + 0.0725% |
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= 0.5725% |
Pre-incentive fee net investment income exceeds the hurdle rate and fully satisfies the “catch-up” provision, therefore the income related portion of the incentive fee is 0.5725%.
(1) |
Represents 8.0% annualized hurdle rate. |
(2) |
Represents 1.75% annualized base management fee. |
(3) |
Excludes organizational and offering expenses. |
(4) |
The “catch-up” provision is intended to provide our investment advisor with an incentive fee of 20.0% on all pre-incentive fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.5% in any fiscal quarter. |
Example 2: Capital Gains Portion of Incentive Fee (*):
Alternative 1
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Assumptions
Year 1 : $5.0 million investment made in Company A (“Investment A”), and $7.5 million investment made in Company B (“Investment B”)
Year 2 : Investment A sold for $12.5 million and fair market value (“FMV”) of Investment B determined to be $8.0 million
Year 3 : FMV of Investment B determined to be $6.25 million
Year 4 : Investment B sold for $7.75 million
The capital gains portion of the incentive fee would be:
Year 1 : None
Year 2 : Capital gains incentive fee of $1.5 million — ($7.5 million realized capital gains on sale of Investment A multiplied by 20.0%)
Year 3 : None — $1.25 million (20.0% multiplied by ($7.5 million cumulative capital gains less $1.25 million cumulative capital depreciation)) less $1.5 million (previous capital gains fee paid in Year 2)
Year 4 : Capital gains incentive fee of $50,000 — $1.55 million ($7.75 million cumulative realized capital gains multiplied by 20.0%) less $1.5 million (capital gains incentive fee taken in Year 2)
Alternative 2
Assumptions
Year 1 : $4.0 million investment made in Company A (“Investment A”), $7.5 million investment made in Company B (“Investment B”) and $6.25 million investment made in Company C (“Investment C”)
Year 2 : Investment A sold for $12.5 million, FMV of Investment B determined to be $6.25 million and FMV of Investment C determined to be $6.25 million
Year 3 : FMV of Investment B determined to be $6.75 million and Investment C sold for $7.5 million
Year 4 : FMV of Investment B determined to be $8.75 million
Year 5 : Investment B sold for $5.0 million
The capital gains incentive fee, if any, would be:
Year 1 : None
Year 2 : $1.45 million capital gains incentive fee — 20.0% multiplied by $7.25 million ($8.5 million realized capital gains on Investment A less $1.25 million unrealized capital depreciation on Investment B)
Year 3 : $0.35 million capital gains incentive fee (1) — $1.8 million (20.0% multiplied by $9.0 million ($9.75 million cumulative realized capital gains less $0.75 million unrealized capital depreciation)) less $1.45 million capital gains incentive fee received in Year 2
Year 4 : None
Year 5 : None — $1.45 million (20.0% multiplied by $7.25 million (cumulative realized capital gains of $9.75 million less realized capital losses of $2.5 million)) is less than $1.8 million cumulative capital gains incentive fee paid in Year 2 and Year 3 (2)
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The hypothetical amounts of returns shown are based on a percentage of our total net assets and assume no leverage. There is no guarantee that positive returns will be realized and actual returns may vary from those shown in this example. The examples shown pertain to the capital gains portion of the incentive fee payable at the end of the fiscal year. We accrue, but do not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. |
(1) |
As illustrated in Year 3 of Alternative 2 above, if we were to be dissolved on a date other than our fiscal year end of any year, we may have paid aggregate capital gains incentive fees that are more than the amount of such fees that would be payable if we had been dissolved on our fiscal year end of such year. |
(2) |
As noted above, it is possible that the cumulative aggregate capital gains fee received by our investment advisor ($1.8 million) is effectively greater than $1.45 million (20.0% of cumulative aggregate realized capital gains less net realized capital losses or net unrealized depreciation ($7.25 million)). |
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Payment of Our Expenses
All investment professionals of our investment advisor and/or its affiliates, when and to the extent engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses of personnel allocable to these services to us, are provided and paid for by our investment advisor and not by us. We bear all other out-of-pocket costs and expenses of our operations and transactions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Expenses.”
Duration and Termination
At a meeting of our board of directors on June 9, 2022, our board of directors, including a majority of the Independent Directors, unanimously voted to approve the continuation of the Investment Advisory Agreement to June 20, 2023. Unless terminated earlier, the Investment Advisory Agreement will automatically renew for successive annual periods if approved annually by our board of directors or by the affirmative vote of the holders of a majority of our outstanding voting securities (as that term is defined in the 1940 Act), including, in either case, approval by a majority of the Independent Directors.
In reaching a decision to approve the current Investment Advisory Agreement, our board of directors reviewed information comparing our investment performance to other externally managed BDCs with similar investment objectives and to appropriate market indices. The board also reviewed other information and considered, among other things:
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the nature, extent and quality of the advisory and other services (including administrative services provided under the Administrative Agreement as discussed below) provided to us by our investment advisor; |
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the fee structure of comparative externally managed BDCs with similar investment objectives; |
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our projected operating expenses and expense ratio compared to BDCs with similar investment objectives; |
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our investment advisor’s pro forma profitability with respect to managing us and providing administrative services under the Administrative Agreement; |
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the limited potential for our investment advisor and its affiliates to derive additional “fall-out” benefits as a result of our relationship with our investment advisor; and |
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various other matters. |
Our board of directors did not rank or otherwise assign relative weights to the specific factors it considered in connection with its evaluation of the Investment Advisory Agreement, nor did it undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate decision made by our board of directors. Rather, our board of directors based its approval of the Investment Advisory Agreement on the totality of information presented to it. In considering the factors discussed above, individual directors may have given different weights to different factors.
Based on the information reviewed and the factors discussed above, our board of directors (including the Independent Directors) concluded that the terms of the Investment Advisory Agreement, including the fee rates thereunder, are fair and reasonable in relation to the services provided and approved the continuation of the Investment Advisory Agreement as being in the best interests of FIC and our stockholders.
Conflicts of interest may arise if our investment advisor seeks to change the terms of the Investment Advisory Agreement, including, for example, the amount of the base management fee, the incentive fee or other compensation terms. In general, material amendments to the Investment Advisory Agreement must be approved by the affirmative vote of the holders of a majority of our outstanding voting securities (as that term is defined in the 1940 Act) and by a majority of our Independent Directors.
See “Item 1A. Risk Factors – Risks Relating to our Business and Structure – We are dependent upon our investment advisor’s managing members and our executive officers for our future success. If our investment advisor was to lose any of its managing members or we lose any of our executive officers, our ability to achieve our investment objective could be significantly harmed.”
Indemnification
The Investment Advisory Agreement provides that, absent willful misconduct, bad faith or gross negligence in the performance of its duties under the Investment Advisory Agreement or by reason of the reckless disregard of its duties and obligations under the Investment Advisory Agreement, our investment advisor and its affiliates, and their respective officers, directors, members, managers, partners, stockholders and employees, are entitled to indemnification from us from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our investment advisor’s performance of its duties and obligations under the Investment Advisory Agreement or otherwise as our investment advisor.
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Administration Agreement
Pursuant to the Administration Agreement, Fidus Investment Advisors, LLC acts as our administrator and furnishes us with office facilities and equipment and clerical, book-keeping and record-keeping services at such facilities. Under the Administration Agreement, our investment advisor performs, or oversees the performance of, our required administrative services, which include being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, our investment advisor assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement, our investment advisor also provides managerial assistance on our behalf to those portfolio companies that have accepted our offer to provide such assistance and we reimburse our Investment Advisor for fees and expenses incurred with providing such services. In addition, we reimburse our Investment Advisor for fees and expenses incurred while performing due diligence on our prospective portfolio companies, including “dead deal” costs for potential investments which are ultimately not pursued. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of our investment advisor’s overhead in performing its obligations under the Administration Agreement, including rent and our allocable portion of the cost of our officers, including our chief financial officer and chief compliance officer and their respective staffs. To the extent that our investment advisor outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to our investment advisor.
At a meeting of our board of directors on June 9, 2022, our board of directors, including a majority of the Independent Directors, unanimously voted to approve the continuation of the Administration Agreement to June 20, 2023. Unless terminated earlier, the Administration Agreement will automatically renew for successive annual periods if approved annually by our board of directors or by the affirmative vote of the holders of a majority of our outstanding voting securities (as that term is defined in the 1940 Act), including, in either case, approval by a majority of our Independent Directors. In making the decision to approve the continuation of the Administration Agreement, our board of directors took into account, to the extent relevant, certain information set forth above under “Investment Advisory Agreement – Duration and Termination” with respect to its consideration of the Investment Advisory Agreement.
The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. The holders of a majority of our outstanding voting securities (as that term is defined in the 1940 Act) may also terminate the Administration Agreement without penalty.
Indemnification
The Administration Agreement provides that, absent willful misconduct, bad faith or gross negligence in the performance of its duties under the Administration Agreement or by reason of the reckless disregard of its duties and obligations under the Administration Agreement, our investment advisor and its affiliates, and their respective officers, directors, members, managers, stockholders and employees, are entitled to indemnification from us from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our investment advisor’s performance of its duties or obligations under the Administration Agreement or otherwise as our administrator.
License Agreement
We have entered into a license agreement with Fidus Partners, LLC under which Fidus Partners, LLC has agreed to grant us a non-exclusive (provided that there is not a change in control of Fidus Partners, LLC), royalty-free license to use the name “Fidus.” Under this agreement, we have a right to use the “Fidus” name for so long as our investment advisor remains our investment advisor. Other than with respect to this limited license, we have no legal right to the “Fidus” name. This license agreement will remain in effect for so long as the Investment Advisory Agreement with our investment advisor remains in effect.
REGULATION
General
We and Fund I have elected to be regulated as BDCs under the 1940 Act and we have elected, and intend to qualify annually, to be treated as a RIC under Subchapter M of the Code. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisors), principal underwriters and affiliates of those affiliates or principal underwriters and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities, as that term is defined in the 1940 Act.
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We may invest up to 100.0% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act. Our intention is to not write (sell) or buy put or call options to manage risks associated with any publicly-traded securities that may from time-to-time be held by our portfolio companies, except that we may enter into hedging transactions to manage the risks associated with interest rate fluctuations. However, we may purchase or otherwise receive warrants to purchase the common stock of our portfolio companies in connection with acquisition financing or other investments. Similarly, in connection with an acquisition, we may acquire rights to require the issuers of acquired securities or their affiliates to repurchase them under certain circumstances. We also do not intend to acquire securities issued by any investment company (including Section 3(c)(1) and Section 3(c)(7) funds for this purpose), except for registered money market funds, that exceed the limits imposed by the 1940 Act. Under these limits, we generally cannot acquire more than 3.0% of the total outstanding voting stock of any investment company, invest more than 5.0% of the value of our total assets in securities issued by one investment company or invest more than 10.0% of the value of our total assets in securities issued by investment companies on an aggregate basis. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments might subject our stockholders to additional expenses. These policies are not fundamental and, as a result, each may be changed by the vote of a majority of our board of directors without stockholder approval.
Qualifying Assets
Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as “qualifying assets,” unless, at the time the acquisition is made, qualifying assets represent at least 70.0% of the company’s total assets. The principal categories of qualifying assets relevant to our business are the following:
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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 SEC. An eligible portfolio company is defined in the 1940 Act as any issuer that: |
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is organized under the laws of, and has its principal place of business in, the U.S.; |
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is not an investment company (other than a small business investment company wholly-owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and |
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satisfies either of the following: |
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does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to a $250.0 million market capitalization maximum; or |
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is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result, the BDC has an affiliated person who is a director of the eligible portfolio company. |
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Securities of any eligible portfolio company which we control. |
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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 to such a private transaction, 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. |
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Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60.0% of the outstanding equity of the eligible portfolio company. |
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Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights relating to such securities. |
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Cash, cash equivalents, U.S. government securities or high-quality debt securities that mature in one year or less from the date of investment. |
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The regulations defining qualifying assets may change over time. We may adjust our investment focus as needed to comply with and/or take advantage of any regulatory, legislative, administrative or judicial actions in this area.
Managerial Assistance to Portfolio Companies
A BDC must be organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (a), (b) or (c) above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70.0% requirement, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance; except that, when the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. Our investment advisor, in its capacity as our administrator, has agreed to provide such managerial assistance on our behalf to portfolio companies that request this assistance. We may receive fees for these services and will reimburse our investment advisor, in its capacity as our administrator, for its allocated costs in providing such assistance.
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Temporary Investments
Pending investment in other types of qualifying assets, as described above, our investments may consist of cash, cash equivalents, U.S. government securities, repurchase agreements and high-quality debt investments that mature in one year or less from the date of investment, which we refer to, collectively, as temporary investments, so that 70.0% of our assets are invested in qualifying assets or temporary investments. We may from time to time invest in U.S. Treasury bills or in repurchase agreements, so long as the agreements are fully collateralized by cash or securities issued by the U.S. government, including securities issued by certain U.S. government agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25.0% of our total assets constitute repurchase agreements from a single counterparty (other than repurchase agreements fully collateralized by U.S. government securities), we would not satisfy the asset diversification requirements for tax treatment as a RIC for U.S. federal income tax purposes. Accordingly, we do not intend to enter into any such repurchase agreements that would cause us to fail such asset diversification requirements. Our investment advisor monitors the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.
Senior Securities
We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150.0% immediately after each such issuance (exclusive of the SBA debentures pursuant to our SEC exemptive relief). In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5.0% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see “Risk Factors — Risks Relating to Our Business and Structure — Regulations governing our operation as a BDC affect our ability to raise, and the way in which we raise, additional capital that may have a negative effect on our growth.”
Pursuant to Rule 18f-4 under the 1940 Act, which became effective on February 19, 2021, the Company may use total return swaps for hedging purposes, subject to certain conditions, notwithstanding the restrictions on the issuance of senior securities and the use of leverage imposed by Sections 18 and 61 of the 1940 Act. The requirements of Rule 18f-4 would apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. A BDC that enters into reverse repurchase agreements or similar financing transactions would need to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the BDC’s asset coverage ratio. Under Rule 18f-4, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. If the BDC cannot meet this requirement, it is required to treat unfunded commitments as a derivatives transaction subject to the requirements of the rule.
Codes of Ethics
We, Fund I and our investment advisor have adopted a joint code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Additionally, our investment advisor has adopted a code of ethics pursuant to Rule 204A-1 under the Advisers Act and in accordance with Rule 17j-1(c). Personnel subject to the code of ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. You may read and copy these codes at the SEC’s website at www.sec.gov. The joint code of ethics is also available on our website at www.fdus.com. We have also adopted a code of business conduct that is applicable to all officers, directors and employees of Fidus and our investment advisor that is available on our website.
Proxy Voting Policies and Procedures
In light of the types of investments held in our portfolio, it is unlikely that we will be called upon to vote our shares very often. In the event that we receive a proxy statement related to one of our portfolio companies, however, we have delegated our proxy voting responsibility to our investment advisor. The proxy voting policies and procedures of our investment advisor are set out below. The guidelines are reviewed periodically by our investment advisor and our Independent Directors, and, accordingly, are subject to change. For purposes of these proxy voting policies and procedures described below, “we,” “our” and “us” refer to our investment advisor.
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Introduction
As an investment adviser registered under the Advisers Act, our investment advisor has a fiduciary duty to act solely in our best interests. As part of this duty, our investment advisor recognizes that it must vote our securities in a timely manner free of conflicts of interest and in our best interests.
Our investment advisor’s policies and procedures for voting proxies for its investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
Proxy Policies
Our investment advisor will vote proxies relating to our portfolio securities in what it perceives to be the best interest of our stockholders. Our investment advisor reviews on a case-by-case basis each proposal submitted to a stockholder vote to determine its effect on the portfolio securities we hold. In most cases our investment advisor will vote in favor of proposals that it believes are likely to increase the value of the portfolio securities we hold. Although our investment advisor will generally vote against proposals that may have a negative effect on our portfolio securities, our investment advisor may vote for such a proposal if there exist compelling long-term reasons to do so.
Proxy voting decisions are made by our investment advisor’s senior investment professionals who are responsible for monitoring each of our portfolio investments. To ensure that our investment advisor’s vote is not the product of a conflict of interest, our investment advisor requires that (a) anyone involved in the decision-making process disclose to our chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (b) employees involved in the decision-making process or vote administration are prohibited from revealing how our investment advisor intends to vote on a proposal in order to reduce any attempted influence from interested parties. Where conflicts of interest may be present, our investment advisor will disclose such conflicts to us, including our Independent Directors, and may request guidance from us on how to vote such proxies.
Proxy Voting Records
You may obtain information about how our investment advisor voted proxies for us by making a written request for proxy voting information to: Fidus Investment Corporation, 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201, Attention: Investor Relations, or by calling Fidus Investment Corporation collect at (847) 859-3940.
Compliance Policies and Procedures
We, Fund I and our investment advisor have each adopted and implemented written policies and procedures reasonably designed to prevent violation of U.S. federal securities laws and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation. Our chief compliance officer is responsible for administering these policies and procedures.
Privacy Principles
We are committed to maintaining the privacy of our stockholders and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
From time to time, we may receive nonpublic personal information relating to our stockholders. We do not disclose nonpublic personal information about our stockholders or former stockholders to anyone, except as required by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator).
We restrict access to nonpublic personal information about our stockholders to employees of our investment advisor, its affiliates or authorized service providers that have a legitimate business need for the information. We maintain physical, electronic and procedural safeguards designed to protect the nonpublic personal information of our stockholders.
Other
Under the 1940 Act, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
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We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our Independent Directors and, in some cases, prior approval by the SEC. On March 27, 2012, the SEC granted us and Fund I exemptive relief allowing us to operate effectively as one company and to take certain actions, including engaging in certain transactions with our affiliates, and to be subject to modified consolidated asset coverage requirements for senior securities issued by a BDC, that would otherwise be prohibited by the 1940 Act. Effective June 30, 2014, our exemptive relief was amended to include Fund II and any future direct or indirect wholly owned subsidiary. Therefore, any SBA debentures issued by Fund II and Fund III are not subject to the 150.0% asset coverage requirement.
Small Business Administration Regulations
The Funds are licensed by the SBA to operate as SBICs under Section 301(c) of the Small Business Investment Act of 1958. Fund II and Fund III received their SBIC licenses on May 28, 2013, and March 21, 2019, respectively. We may issue SBA debentures to fund additional investments through the Funds.
SBICs are designed to stimulate the flow of private equity capital to eligible "small businesses" as defined by the SBA. Under SBA regulations, SBICs can provide financing in the form of debt and/or equity securities and provide consulting and advisory services to “eligible” small businesses. The Funds have typically invested in senior subordinated debt, acquired warrants and/or made other equity investments in qualifying small businesses.
Under current SBA regulations, eligible small businesses generally include businesses that (together with their affiliates) have a tangible net worth not exceeding $24.0 million and have average annual net income after U.S. federal income taxes not exceeding $8.0 million (average net income to be computed without benefit of any carryover loss) for the two most recent fiscal years. In addition, an SBIC must devote 25.0% of its investment capital to “smaller enterprises” as defined by the SBA. A smaller enterprise generally includes businesses (including their affiliates) that have a tangible net worth not exceeding $6.0 million and have average annual net income after U.S. federal income taxes not exceeding $2.0 million (average net income to be computed without benefit of any net carryover loss) for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility for designation as an eligible small business or smaller enterprises, which criteria depend on the industry in which the business (including its affiliates) is engaged and are based on the number of employees and gross revenue. However, once an SBIC has invested in a portfolio company, it may continue to make follow-on investments in the portfolio company, regardless of the size of the portfolio company at the time of the follow-on investment, up to the time of the portfolio company’s initial public offering.
The SBA prohibits an SBIC from providing funds to small businesses for certain purposes, such as relending and investments in businesses with the majority of their employees located outside of the U.S. and in businesses engaged in certain prohibited industries, such as project finance, real estate, or certain “passive” (non-operating) companies. In addition, under SBA regulations, without prior SBA approval, an SBIC may not invest more than 30.0% of its regulatory capital in any one portfolio company or its affiliates (assuming the SBIC intends to draw leverage equal to twice its regulatory capital).
The SBA places certain limitations on the financing terms of investments by SBICs in portfolio companies (such as limiting the permissible interest rate on debt securities held by an SBIC in a portfolio company). SBA regulations allow an SBIC to exercise control over a small business for a period of seven years from the date on which the SBIC initially acquires its control position. This control period may be extended for an additional period of time with the SBA’s prior written approval.
The SBA restricts the ability of an SBIC to lend money to any of its officers, directors and employees or to invest in affiliates thereof. The SBA also prohibits, without prior SBA approval, a “change of control” of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10.0% or more of a class of capital stock of a licensed SBIC. A “change of control” is any event that would result in the transfer of the power, direct or indirect, to direct the management and policies of an SBIC, whether through ownership, contractual arrangements or otherwise.
An SBIC (or group of SBICs under common control) may generally have outstanding debentures guaranteed by the SBA in amounts up to two times the amount of the regulatory capital of the SBIC(s). Debentures guaranteed by the SBA have a maturity of ten years, require semi-annual payments of interest, and do not require any principal payments prior to maturity. The amount of SBA-guaranteed debentures that affiliated SBIC funds can have outstanding is limited to $350.0 million, subject to SBA approval.
SBICs must invest idle funds that are not being used to make loans in investments permitted under SBA regulations in the following limited types of securities: (i) direct obligations of, or obligations guaranteed as to principal and interest by, the U.S. government, which mature within 15 months from the date of the investment; (ii) repurchase agreements with federally insured institutions with a maturity of seven days or less (and the securities underlying the repurchase obligations must be direct obligations of or guaranteed by the federal government); (iii) certificates of deposit with a maturity of one year or less, issued by a federally insured institution; (iv) a deposit account in a federally insured institution that is subject to a withdrawal restriction of one year or less; (v) a checking account in a federally insured institution; or (vi) a reasonable petty cash fund.
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SBICs are periodically examined and audited by the SBA’s staff to determine their compliance with SBA regulations and are periodically required to file certain forms with the SBA.
Neither the SBA nor the U.S. government or any of its agencies or officers has approved any ownership interest to be issued by us or any obligation that we or any of our subsidiaries may incur.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, imposes a wide variety of regulatory requirements on publicly held companies and their insiders. Many of these requirements affect us. For example:
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pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, our principal executive officer and principal financial officer must certify the accuracy of the financial statements contained in our periodic reports; |
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pursuant to Item 307 under Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures; |
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pursuant to Rule 13a-15 under the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial reporting; and |
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pursuant to Item 308 of Regulation S-K and Rule 13a-15 under the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated under such act. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we comply with that act.
The NASDAQ Global Select Market Corporate Governance Regulations
The NASDAQ Global Select Market has adopted corporate governance regulations with which listed companies must comply. We are in compliance with such corporate governance listing standards applicable to BDCs.
Election to Be Taxed as a RIC
We have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to U.S. federal income taxes at corporate rates on any income that we distribute to our stockholders. To maintain our tax status as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, in order to maintain our status as a RIC, we generally must timely distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss, or the Annual Distribution Requirement. 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 tax year and pay a 4% nondeductible U.S. federal excise tax on such income. In such case, we must distribute any such carryover taxable income through a distribution declared prior to filing the final tax return for the year in which we generated such taxable income. Even if we maintain our status as a RIC, we generally will be subject to U.S. federal income tax at corporate rates on our undistributed taxable income and could be subject to U.S. federal excise, state, local and foreign taxes.
Taxation as a RIC
Provided that we maintain our status as a RIC and satisfy the Annual Distribution Requirement, we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain (which is defined as net long-term capital gain in excess of net short-term capital loss) that we timely distribute to stockholders as dividends. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gain not distributed (or deemed distributed) to our stockholders.
We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our investment company taxable income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year (or, if we so elect, for that calendar year) and (3) any income and capital gain net income that we recognized in preceding years, but were not distributed during such years, and on which we paid no U.S. federal income tax.
In order to maintain our status as a RIC for U.S. federal income tax purposes, we must, among other things:
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continue to qualify as a BDC or be registered as a management investment company under the 1940 Act at all times during each taxable year; |
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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 or other disposition of stock or other securities or foreign currencies, other income derived with respect to our business of investing in such stock, securities or currencies and net income derived from an interest in a “qualified publicly traded partnership” (as defined in Subchapter M of the Code), or the 90% Income Test; and |
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diversify our holdings so that at the end of each quarter of the taxable year: |
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at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and 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 (which for these purposes includes the equity securities of a “qualified publicly traded partnership”); and |
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no more than 25% of the value of our assets is invested in (i) the securities, other than U.S. Government securities or securities of other RICs, of one issuer, (ii) the securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses, or (iii) the securities of one or more “qualified publicly traded partnerships,” or the Diversification Tests. |
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To the extent that we invest in entities treated as partnerships for U.S. federal income tax purposes (other than a “qualified publicly traded partnership”), we generally must include our allocable share of the items of gross income derived by the partnerships for purposes of the 90% Income Test, and the income that is derived from a partnership (other than, a “qualified publicly traded partnership”) will be treated as qualifying income for purposes of the 90% Income Test only to the extent that such income is attributable to items of income of the partnership which would be qualifying income if realized by us directly. In addition, we generally must take into account our proportionate share of the assets held by partnerships (other than a “qualified publicly traded partnership”) in which we are a partner for purposes of the Diversification Tests.
In order to meet the 90% Income Test, we have established several special purpose corporations, and in the future may establish additional such corporations, to hold assets from which we do not anticipate earning dividends, interest or other qualifying income under the 90% Income Test (the “Taxable Subsidiaries”). Any investments held through the Taxable Subsidiaries are generally subject to U.S. federal income and other taxes, and therefore we can expect to achieve a reduced after-tax yield on such investments.
We may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt instruments that are treated under applicable tax rules as having OID or debt instruments with PIK interest, we must include in income each year a portion of the OID that accrues over the life of the instrument and PIK interest, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute OID or other income required to be included in taxable income prior to our receipt of cash.
Because any OID or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the Annual Distribution Requirement. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax at corporate rates.
Furthermore, a portfolio company in which we invest may face financial difficulty that requires us to work-out, modify or otherwise restructure our investment in the portfolio company. Any such restructuring may result in unusable capital losses and future non-cash income. Any restructuring may also result in our recognition of a substantial amount of non-qualifying income for purposes of the 90% Income Test, such as cancellation of indebtedness income in connection with the work-out of a leveraged investment (which, while not free from doubt, may be treated as non-qualifying income) or the receipt of other non-qualifying income.
Gain or loss realized by us from warrants acquired by us, as well as any loss attributable to the lapse of such warrants, generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant.
Investments by us in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes, and therefore, our yield on any such securities may be reduced by such non-U.S. taxes. Stockholders will generally not be entitled to claim a credit or deduction with respect to non-U.S. taxes paid by us.
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Although we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy the Annual Distribution Requirement and the 4% U.S. federal excise tax. However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. See “Regulation — Qualifying Assets” and “Regulation — Senior Securities.” Moreover, our ability to dispose of assets to satisfy the Annual Distribution Requirement and the 4% U.S. federal excise tax may be limited by (1) the illiquid nature of our portfolio and (2) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the 4% U.S. federal excise tax, we may make such dispositions at times that, from an investment standpoint, are not advantageous.
As a RIC, we are not allowed to carry forward or carry back a net operating loss for purposes of computing our investment company taxable income in other taxable years. U.S. federal income tax law generally permits a RIC to carry forward (i) the excess of its net short-term capital loss over its net long-term capital gain for a given year as a short-term capital loss arising on the first day of the following year and (ii) the excess of its net long-term capital loss over its net short-term capital gain for a given year as a long- term capital loss arising on the first day of the following year. However, future transactions in which we may engage could cause our ability to use any capital loss carryforwards, and unrealized losses once realized, to be limited under Section 382 of the Code.
Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower taxed long-term capital gain and qualified dividend income into higher taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause us to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions, and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test. We will monitor our transactions and may make certain tax elections in order to mitigate the effect of these provisions.
As described above, to the extent that we invest in equity securities of entities that are treated as partnerships for U.S. federal income tax purposes, the effect of such investments for purposes of the 90% Income Test and the Diversification Tests will depend on whether or not the partnership is a “qualified publicly traded partnership” (as defined in Subchapter M of the Code). If the partnership is a “qualified publicly traded partnership,” the net income derived from such investments will be qualifying income for purposes of the 90% Income Test and will be “securities” for purposes of the Diversification Tests. If the partnership, however, is not treated as a “qualified publicly traded partnership,” then the consequences of an investment in the partnership will depend upon the amount and type of income and assets of the partnership allocable to us. The income derived from such investments may not be qualifying income for purposes of the 90% Income Test and, therefore, could adversely affect our tax treatment as a RIC. We intend to monitor our investments in equity securities of entities that are treated as partnerships for U.S. federal income tax purposes to prevent our disqualification as a RIC.
We may invest in preferred securities or other securities the U.S. federal income tax treatment of which may not be clear or may be subject to recharacterization by the Internal Revenue Service (“IRS”). To the extent the tax treatment of such securities or the income from such securities differs from the expected tax treatment, it could affect the timing or character of income recognized, requiring us to purchase or sell securities, or otherwise change our portfolio, in order to comply with the tax rules applicable to RICs under Subchapter M of the Code.
We may make distributions that are payable in cash or shares of our stock at the election of each stockholder. In accordance with Treasury regulations and published guidance issued by the Internal Revenue Service, a publicly offered RIC may treat distributions of its own stock as counting towards its RIC distribution requirements if each stockholder may elect to receive his, her, or its entire distribution in either cash or stock of the RIC. The IRS has issued a revenue procedure indicating that this rule will apply if the total amount of cash to be distributed is not less than 20% of the total distribution. Under this revenue procedure, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the shareholders electing to receive cash (with the balance of the distribution paid in stock). If we qualify as a publicly offered RIC and decide to make any distributions that are payable in part in shares of our stock, U.S. stockholders receiving such distributions will be required to include the full amount of the distribution (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits. As a result, a U.S. stockholder may be required to pay tax with respect to such distributions in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. federal tax with respect to such distributions, including in respect of all or a portion of such distributions that are payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on such distributions, it may put downward pressure on the trading price of shares of our stock.
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We may decide to retain some or all of our long-term capital gains in excess of the amount required to satisfy the Annual Distribution Requirement, but designate the retained amount as a “deemed distribution.” In that case, among other consequences, we will pay tax on the retained amount on behalf of the stockholders. Each U.S. stockholder will be required to include his, her or its share of the deemed distribution in income as if it had been actually distributed to the U.S. stockholder, and the stockholder will be entitled to claim a credit equal to his, her or its allocable share of the tax paid thereon by us. Since non-U.S. stockholders generally would not have U.S. tax liability with respect to the deemed capital gain distribution, they would not be entitled to credit the tax paid by us for U.S. tax purposes. Whether non-U.S. stockholders could claim a credit with respect to their non-U.S. tax liability will depend on the foreign tax credit rules of the country in which they are a resident. In order to utilize the deemed distribution approach, we must provide written notice to our stockholders prior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable income as a “deemed distribution.”
Failure to Obtain RIC Tax Treatment
If we fail to satisfy the 90% Income Test or the Diversification Tests for any taxable year, we may nevertheless continue to qualify as a RIC for such year if certain cure provisions are applicable (which may, among other things, require us to pay certain corporate-level U.S. federal taxes or to dispose of certain assets).
If we were unable to maintain our tax treatment as a RIC, we would be subject to tax on all of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would distributions be compulsory. Distributions would generally be taxable to our stockholders as dividend income to the extent of our current and accumulated earnings and profits (in the case of non-corporate U.S. stockholders, at a maximum U.S. federal income tax rate applicable to qualified dividend income of 20%). Subject to certain holding period and other limitations under Subchapter M of the Code, any such distributions to non-corporate shareholders may qualify as "qualified dividends" that are subject to U.S. federal income tax at a rate of 20%, and corporate distributees may be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated as a capital gain.
If we fail to qualify as a RIC for two or more taxable years, to qualify as a RIC in a subsequent year we may be subject to regular U.S. federal income tax at corporate rates on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five years.
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Item 1A. Risk Factors.
RISK FACTORS
Investing in our securities involves a number of significant risks. You should carefully consider these risk factors, together with all of the other information included in this Annual Report and other reports and documents filed by us with the SEC. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment.
SUMMARY OF RISK FACTORS
The following is a summary of the principal risks that you should carefully consider before investing in our securities. These and other risk factors are described more fully in this “Item 1A. Risk Factors.”
Risks Relating to Our Business and Structure
Risks Relating to Our Investments
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Risks Relating to Our Common Stock
Risks Relating to Our Business and Structure
We are dependent upon our investment advisor’s managing members and our executive officers for our future success. If our investment advisor was to lose any of its managing members or we lose any of our executive officers, our ability to achieve our investment objective could be significantly harmed.
We depend on the investment expertise, skill and network of business contacts of the managing members of our investment advisor, who evaluate, negotiate, structure, execute and monitor our investments. Our future success will depend to a significant extent on the continued service and coordination of the investment professionals of our investment advisor and executive officers. Certain investment professionals and executives may not devote all of their business time to our operations and may have other demands on their time as a result of other activities. The departure of any of these individuals could have a material adverse effect on our ability to achieve our investment objective.
Our business model depends, to a significant extent, upon strong referral relationships with financial institutions, sponsors and investment professionals. Any inability of our investment advisor to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
We depend upon the investment professionals of our investment advisor to maintain their relationships with financial institutions, sponsors and other investment professionals, and we intend to rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the investment professionals of our investment advisor fail to maintain such relationships, or to develop new relationships with other sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the investment professionals of our investment advisor have relationships are not obligated to provide us with investment opportunities, and, therefore, we can offer no assurance that these relationships will generate investment opportunities for us in the future.
Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.
Our ability to achieve our investment objective and grow depends on our ability to manage our business and deploy our capital effectively. This depends, in turn, on our investment advisor’s ability to identify, evaluate and monitor companies that meet our investment criteria. Accomplishing our investment objectives on a cost-effective basis depends upon our investment advisor’s execution of our investment process, its ability to provide competent, attentive and efficient services to us and, to a lesser extent, our ability to access financing on acceptable terms. Our investment advisor has substantial responsibilities under the Investment Advisory Agreement. In addition, our investment advisor’s investment professionals may be called upon to provide managerial assistance to our portfolio companies. These activities may distract them or slow our rate of investment.
We may suffer credit losses and our investments could be rated below investment grade.
Private debt in the form of second lien, subordinated, and first lien loans (senior secured or unitranche loans) to corporate and asset-based borrowers is highly speculative and involves a high degree of risk of credit loss, and therefore an investment in our shares of common stock may not be suitable for someone with a low tolerance for risk. These risks are likely to increase during an economic downturn or recession.
In addition, investments in our portfolio typically are not rated by any rating agency. We believe that if such investments were rated, the vast majority would be rated below investment grade (which is sometimes referred to as “junk”) due to speculative characteristics of the issuer’s capacity to pay interest and repay principal. Our investments may result in an amount of risk, volatility or potential loss of principal that is greater than that of alternative investments.
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Because we borrow money and may in the future issue additional senior securities, including preferred stock and debt securities, the potential for gain or loss on amounts invested in us is magnified and may increase the risk of investing in us.
Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in us. The Funds borrow from and issue debt securities to the SBA, and we may borrow from banks and other lenders in the future. The SBA has fixed dollar claims on the Funds’ assets that are superior to the claims of our stockholders. We may also borrow from banks and other lenders or issue additional senior securities including preferred stock and debt securities in the future. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not used leverage. Conversely, if the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions to our stockholders. Leverage is generally considered a speculative investment technique.
Our ability to achieve our investment objectives may depend in part on our ability to achieve additional leverage on favorable terms by borrowing from the SBA, banks or other lenders, and there can be no assurance that such additional leverage can in fact be achieved.
As a BDC, we are generally required to meet a coverage ratio at least equal to 150.0% of total assets to total borrowings and other senior securities, which include all of our borrowings (other than the Funds’ SBA leverage under the terms of SEC exemptive relief) and any preferred stock we may issue in the future. If this ratio declines below 150.0%, we may not be able to incur additional debt and may need to sell a portion of our investments to repay some debt when it is disadvantageous to do so, and we may not be able to make distributions to our stockholders.
The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of expenses.
Assumed Return on Our Portfolio |
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Corresponding return to common stockholder (1) |
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(1) |
Assumes $935,960 in total assets, $153,000 in outstanding SBA debentures, no borrowings under the Credit Facility (as defined below), $16,880 in Secured Borrowings, $250,000 outstanding of our unsecured notes, $480,343 in net assets as of December 31, 2022, and an average cost of funds of 4.037%. |
Effective April 29, 2020, our asset coverage requirement was reduced from 200% to 150%, which could increase the risk of investing in the Company.
The 1940 Act generally prohibits the Company from incurring indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our assets). However, in March 2018, the Small Business Credit Availability Act (“the “SBCA”) modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements under the 1940 Act are met. On April 29, 2019, our Board, including a majority of the non-interested directors, approved a minimum asset coverage ratio of 150% as set forth in Section 61(a)(2) of the 1940 Act. As a result, we are subject to the 150% asset coverage ratio, effective as of April 29, 2020. We are required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage.
Leverage is generally considered a speculative investment technique and increases the risk of investing in our securities. Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we use leverage to partially finance our investments, our stockholders will experience increased risks of investing in our securities. If the value of our assets increases, then leveraging would cause the NAV attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to pay common stock dividends, scheduled debt payments, or other payments related to our securities. Increased leverage may also cause a downgrade of our credit rating. Leverage is generally considered a speculative investment technique.
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All of our portfolio investments are recorded at fair value as determined in good faith by our board of directors, and, as a result, there is uncertainty as to the value of our portfolio investments and the valuation process for certain of our portfolio holdings creates a conflict of interest.
All of our portfolio investments take the form of debt and equity securities that are not publicly-traded. The debt and equity securities in which we invest for which market quotations are not readily available are valued at fair value as determined in good faith by our board of directors. As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:
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a comparison of the portfolio company’s securities to comparable publicly-traded securities; |
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the enterprise value of a portfolio company; |
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the nature and realizable value of any collateral; |
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the portfolio company’s ability to make payments and its earnings and discounted cash flow; |
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the markets in which the portfolio company does business; and |
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changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors. |
The fair value of each investment in our portfolio is determined quarterly by our board of directors. Any changes in fair value of portfolio securities from the prior period are recorded in our consolidated statement of operations as net change in unrealized appreciation or depreciation.
In connection with that determination, investment professionals from our investment advisor prepare portfolio company valuations based upon the most recent portfolio company financial statements available and projected financial results of each portfolio company. In addition, certain members of our board of directors have a pecuniary interest in our investment advisor. The participation of our investment advisor’s investment professionals in our valuation process, and the pecuniary interest in our investment advisor by certain members of our board of directors, may result in a conflict of interest as the management fees that we pay our investment advisor are based on our total assets (other than cash and cash equivalents but including assets purchased with borrowed amounts).
Our board of directors engages one or more independent third-party valuation firm(s) to conduct independent appraisals of a selection of our portfolio investments for which market quotations are not readily available. Each portfolio company investment is generally appraised by the valuation firm(s) at least once every calendar year and each new portfolio company investment is appraised at least once in the twelve-month period following the initial investment. In certain instances, we may determine that it is not cost-effective, and as a result it is not in our stockholders’ best interest, to request the independent appraisal of certain portfolio company investments. Such instances include, but are not limited to, situations where we determine that the fair value of the portfolio company investment is relatively insignificant to the fair value of the total portfolio. Our board of directors consulted with the independent valuation firm(s) in arriving at our determination of fair value for 16 and 17 of our portfolio company investments representing 29.5% and 21.8% of the total portfolio investments at fair value (exclusive of new portfolio company investments made during the three months ended December 31, 2022 and 2021, respectively) as of December 31, 2022 and 2021, respectively.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. Declines in prices and liquidity in the corporate debt markets may also result in significant net unrealized depreciation in our debt portfolio. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such investments.
We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
A number of entities compete with us to make the types of investments that we make. We compete with public and private funds, other BDCs, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some of our competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and structure, we may experience a decrease in net investment income or an increase in risk of capital loss. A significant part of our competitive advantage stems from the fact that the lower middle-market is underserved by traditional commercial and investment banks, and generally has less access to capital. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms.
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Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or the source-of-income, asset diversification and distribution requirements we must satisfy to maintain our RIC tax treatment. The competitive pressures we face may have a material adverse effect on our business, financial condition and results of operations. As a result of this existing and potentially increasing competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objective.
Our management and incentive fee structure may create incentives for our investment advisor that are not fully aligned with the interests of our stockholders and may encourage our investment advisor to make speculative investments.
The management and incentive fees paid to our investment advisor are based on our total assets (other than cash or cash equivalents but including assets purchased with borrowed amounts), and our investor advisor may therefore benefit when we incur debt or use leverage. This fee structure may encourage our investment advisor to cause us to borrow money to finance additional investments. Under certain circumstances, the use of borrowed money may increase the likelihood of default, which would disfavor our stockholders. Our board of directors is charged with protecting our interests by monitoring how our investment advisor addresses these and other conflicts of interests. Our board of directors is not expected to review or approve each borrowing or incurrence of leverage. However, our board of directors periodically reviews our investment advisor’s portfolio management decisions and portfolio performance. In addition, our board of directors at least annually reviews the services provided by and fees paid to our investment advisor. In connection with these reviews, our board of directors, including a majority of our Independent Directors, considers whether the fees and expenses (including those related to leverage) that we pay to our investment advisor are fair and reasonable in relation to the services provided and must approve renewal of our Advisory Agreement.
The part of the incentive fee payable to our investment advisor that relates to our net investment income is computed and paid on income that includes interest income that has been accrued but not yet received in cash. This fee structure may encourage our investment advisor to favor debt financings that provide for deferred interest (PIK interest), rather than current cash payments of interest. Our investment advisor may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the incentive fee even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities. This risk could be increased because our investment advisor is not obligated to reimburse us for any incentive fees received even if we subsequently incur losses or never receive in cash the deferred interest that was previously accrued.
The incentive fee is based, in part, upon net capital gains realized on our investments. Unlike the portion of the incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capital gains. As a result, our investment advisor may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.
We may be obligated to pay our investment advisor incentive compensation even if we incur a loss and may pay more than 20.0% of our net capital gains because we cannot recover payments made in previous years.
Our investment advisor will be entitled to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our pre-incentive fee net investment income for that quarter above a threshold return for that quarter. Our pre-incentive fee net investment income for incentive compensation purposes excludes realized and unrealized capital losses that we may incur in the fiscal quarter, even if such capital losses result in a net loss on our consolidated statement of operations for that quarter. Thus, we may be required to pay our investment advisor incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter. Further, if we pay an incentive fee of 20.0% of our realized capital gains (net of all realized capital losses and unrealized capital depreciation on a cumulative basis) and thereafter experience additional realized capital losses or unrealized capital depreciation, we will not be able to recover any portion of the incentive fee previously paid.
A general increase in interest rates will likely have the effect of making it easier for the investment advisor to receive incentive fees, without necessarily resulting in an increase in our net earnings.
We are currently in a rising interest rate environment. Given the structure of the Investment Advisory Agreement, any general increase in interest rates can be expected to lead to higher interest rates applicable to our debt investments and will likely have the effect of making it easier for the investment advisor to meet the quarterly hurdle rate for payment of income incentive fees under the Investment Advisory Agreement without any additional increase in relative performance on the part of the investment advisor. This may occur without a corresponding increase in distributions to our stockholders. In addition, in view of the catch-up provision applicable to income incentive fees under the Investment Advisory Agreement, the investment advisor could potentially receive a significant portion of the increase in our investment income attributable to such a general increase in interest rates. If that were to occur, our increase in net earnings, if any, would likely be significantly smaller than the relative increase in the investment advisor’s income incentive fee resulting from such a general increase in interest rates.
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We may have potential conflicts of interest related to obligations that our investment advisor may have to other clients.
Currently, the Company, the Funds, Fidus Credit Opportunities, L.P., Fidus Equity Opportunities Fund, L.P., and Fidus Equity Fund I, L.P. are the only investment vehicles managed by our investment advisor. The Investment Advisory Agreement does not limit our investment advisor’s ability to act as an investment advisor to other funds, including other BDCs, or other investment advisory clients. To the extent our investment advisor acts as an investment advisor to other funds or clients, including Fidus Credit Opportunities, L.P., Fidus Equity Opportunities Fund, L.P., and Fidus Equity Fund I, L.P., we may have conflicts of interest with our investment advisor or its other clients that elect to invest in similar types of securities as those in which we invest. Members of our investment advisor’s investment committee serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do, or of investment funds or other investment vehicles managed by our investment advisor. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of us or our stockholders. Our investment advisor will seek to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with an allocation policy approved by our board of directors.
To the extent our investment advisor forms affiliates, including Fidus Credit Opportunities, L.P., Fidus Equity Opportunities Fund, L.P., and Fidus Equity Fund I, L.P., we may co-invest on a concurrent basis with such affiliates, subject to compliance with applicable regulations and regulatory guidance and our allocation procedures. While we may co-invest with investment entities managed by our investment advisor or its affiliates, to the extent permitted by the 1940 Act and the rules and regulations thereunder, the 1940 Act imposes significant limits on co-investment. On January 4, 2017, the SEC granted us an exemptive order that expands our ability to co-invest in portfolio companies with certain of our affiliates managed by our investment advisor in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the “Order”). Pursuant to the Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching by us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. We intend to co-invest, subject to the conditions included in the Order. However, neither we nor our affiliated funds are obligated to invest or co-invest when investment opportunities are referred to us or them.
Our investment advisor or its investment committee may, from time to time, possess material non-public information, limiting our investment discretion.
The investment professionals of our investment advisor may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material non-public information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on us.
We may have conflicts related to other arrangements with our investment advisor.
We entered into a license agreement with Fidus Partners, LLC under which Fidus Partners, LLC granted us a non-exclusive (provided that there is not a change in control of Fidus Partners, LLC), royalty-free license to use the name “Fidus.” Some of the members of our investment advisor’s investment committee and the senior origination professionals of our investment advisor are members of Fidus Partners, LLC. See Item 1. “Business — Management and Other Agreements — License Agreement.” In addition, we rent office space from our investment advisor and pay to our investment advisor our allocable portion of overhead and other expenses incurred in performing its obligations under the Administration Agreement, such as our allocable portion of the cost of our chief financial officer and chief compliance officer. This creates conflicts of interest that our board of directors must monitor.
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The Funds are licensed by the SBA, and, therefore, are subject to SBA regulations.
The Funds are licensed to operate as SBICs and are regulated by the SBA. Under current SBA regulations, a licensed SBIC can provide capital to eligible "small businesses" that have a tangible net worth not exceeding $24.0 million and an average annual net income after U.S. federal income taxes not exceeding $8.0 million for the two most recent fiscal years. In addition, a licensed SBIC must devote 25.0% of its investment capital to "smaller enterprises" that have a tangible net worth not exceeding $6.0 million and an average annual net income after U.S. federal income taxes not exceeding $2.0 million for the two most recent fiscal years. The SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on either the number of employees or the gross sales of the business. The SBA regulations permit licensed SBICs to make long term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services. The SBA also places certain limitations on the financing terms of investments by SBICs in portfolio companies and prohibits SBICs from providing funds for certain purposes or to businesses in certain prohibited industries. Further, the SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA staff to determine its compliance with the relevant SBA regulations. Compliance with these SBA requirements may cause the Funds to forego attractive investment opportunities that are not permitted under the SBA regulations, and may cause the Funds to make investments they otherwise would not make in order to remain in compliance with these regulations.
Failure to comply with the SBA regulations could result in the loss of the SBIC licenses and the resulting inability to participate in the SBA debenture program. The SBA prohibits, without prior SBA approval, a “change of control” of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10.0% or more of a class of capital stock of a licensed SBIC. Current SBA regulations provide the SBA with certain rights and remedies if an SBIC violates their terms. A key regulatory metric for SBA is the extent of “Capital Impairment,” which is the extent of realized (and, in certain circumstances, net unrealized) losses compared with the SBIC’s private capital commitments. Interest payments, management fees, organization and other expenses are included in determining “realized losses.” SBA regulations preclude the full amount of “unrealized appreciation” from portfolio companies from being considered when calculating Capital Impairment in certain circumstances. Remedies for regulatory violations are graduated in severity depending on the seriousness of Capital Impairment or other regulatory violations. For minor regulatory infractions, the SBA issues a warning. For more serious infractions, the use of SBA debentures may be limited or prohibited, outstanding debentures can be declared to be immediately due and payable, restrictions on distributions and making new investments may be imposed and management fees may be required to be reduced. In severe cases, the SBA may require the removal of a general partner of an SBIC or its officers, directors, managers or partners, or the SBA may obtain appointment of a receiver for the SBIC.
SBA regulations limit the amount of SBA-guaranteed debt that may be borrowed by an SBIC.
The SBA regulations currently limit the amount that is available to be borrowed by any SBIC and guaranteed by the SBA to 300.0% of an SBIC’s regulatory capital or $175.0 million, whichever is less. For two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million. If the Funds borrow the maximum amount from the SBA and thereafter require additional capital, our cost of capital may increase, and there is no assurance that we will be able to obtain additional financing on acceptable terms.
Moreover, the Funds’ current status as SBICs does not automatically assure that they will continue to receive funding through the SBA debenture program. Receipt of SBA debenture funding is dependent upon the Funds’ continuing compliance with SBA regulations and policies and there being funding available. The amount of SBA debenture funding available to SBICs is dependent upon annual Congressional authorizations and in the future may be subject to annual Congressional appropriations. There can be no assurance that there will be sufficient SBA debenture funding available at the times desired by the Funds.
The debentures issued by the Funds and guaranteed by the SBA have a maturity of ten years and bear interest semi-annually at fixed rates. Certain of the Funds’ SBA debentures begin to mature in 2025 and will require repayment on or before the respective maturity dates. The Funds will need to generate sufficient cash flow to make required debt payments on such debentures. If the Funds are unable to generate such cash flow, the SBA, as guarantor of the debentures, will have a superior claim to our assets over our stockholders in the event the Funds liquidate or the SBA exercises its remedies under such debentures as the result of a default by the Funds.
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The Funds, as SBICs, are limited in their ability to make distributions to us, which could result in us being unable to meet the minimum distribution requirements to maintain our status as a RIC.
In order to maintain our tax treatment as a RIC, we are required to timely distribute to our stockholders on an annual basis 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses. For this purpose, our taxable income will include the income of the Funds (and any other entities that are disregarded as separate from us for U.S. federal income tax purposes). The Funds’ ability to make distributions to us may be limited by the Small Business Investment Act of 1958. As a result, in order to maintain our tax treatment as a RIC, we may be required to make distributions attributable to the Funds’ income without receiving any corresponding cash distributions with respect to such income. We can make no assurances that the Funds will be able to make, or not be limited in making, distributions to us. If we are unable to satisfy the annual distribution requirements, we may fail to maintain our tax treatment as a RIC, which would result in the imposition of corporate-level U.S. federal income tax on our entire taxable income without regard to any distributions made by us. See “We will be subject to U.S. federal income tax at corporate rates if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code.”
Changes in interest rates will affect our cost of capital and net investment income.
In response to market indicators showing a rise in inflation, since March 2022, the Federal Reserve has been rapidly increasing interest rates and has indicated that it would consider additional rate hikes in response to ongoing inflation concerns. Some of our debt investments bear interest at fixed rates and the value of these investments could be negatively affected by increases in market interest rates. In addition, to the extent that we borrow additional funds to make investments, an increase in interest rates would make it more expensive for us to use debt to finance our investments and adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. As a result, a significant increase in market interest rates could both reduce the value of our portfolio investments and increase our cost of capital, which would reduce our net investment income. Also, an increase in interest rates available to investors could make an investment in shares of our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock. It is possible that the Federal Reserve’s tightening cycle also could result in a recession in the United States. Conversely, a decrease in interest rates may have an adverse impact on our returns by requiring us to seek lower yields on our debt investments and by increasing the risk that our portfolio companies will prepay the debt investments, resulting in the need to redeploy capital at potentially lower rates.
Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies, which may, in turn, impact the valuation of such portfolio companies.
Certain of our portfolio companies may be impacted by inflation, which may, in turn, impact the valuation of such portfolio companies. If such portfolio companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and their ability to pay interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.
Changes relating to the discontinuation of LIBOR may adversely affect the value of our portfolio of LIBOR-indexed, floating-rate debt securities.
LIBOR is an index rate that historically has been widely used in lending transactions and remains a common reference rate for setting the floating interest rate on private loans. LIBOR typically has been the reference rate used in floating-rate loans extended to our portfolio companies and, to some degree, is expected to continue to be used as a reference rate until such time that private markets have fully transitioned to using the Secured Overnight Financing Rate (“SOFR”), or other alternative reference rates recommended by applicable market regulators. Uncertainty relating to the LIBOR calculation process, the valuation of LIBOR alternatives, and other economic consequences from the phasing out of LIBOR may adversely affect our results of operations, financial condition and liquidity.
On March 5, 2021, the United Kingdom's Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that the ICE Benchmark Administration (“IBA”) (the entity regulated by the FCA that is responsible for calculating LIBOR) had notified the FCA of its intent, among other things, to cease providing overnight, 1, 3, 6 and 12 months USD LIBOR tenors after June 30, 2023 and all other tenors after December 31, 2021. On November 16, 2021, the FCA issued a statement confirming that starting January 1, 2022, entities supervised by the FCA will be prohibited from using LIBORs, including USD LIBOR, that will be discontinued as of December 31, 2021 as well as, except in very limited circumstances, those tenors of USD LIBOR that will be discontinued or declared non-representative after June 30, 2023. While LIBOR will cease to exist or be declared non-representative, there continues to be uncertainty regarding the nature of potential changes to specific USD LIBOR tenors, the development and acceptance of alternative reference rates and other reforms.
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Central banks and regulators in a number of major jurisdictions (for example, United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for LIBORs and other interbank offered rates ("IBORs"). To identify a successor rate for USD LIBOR, the Alternative Reference Rates Committee (“ARRC”), U.S.-based group convened by the U.S. Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified SOFR as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. On July 29, 2021, the ARRC formally recommended SOFR as its preferred alternative replacement rate for LIBOR. On July 29, 2021, the ARRC also recommended a forward-looking term rate based on SOFR published by CME Group. Although SOFR appears to be the preferred replacement rate for USD LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere. Alternative reference rates that may replace LIBOR, including SOFR for USD transactions, may not yield the same or similar economic results as LIBOR over the lives of such transactions. There can be no guarantee that SOFR will become the dominant alternative to USD LIBOR or that SOFR will be widely used and other alternatives may or may not be developed and adopted with additional consequences.
New York and several other states have passed laws intended to apply to U.S. dollar LIBOR-based contracts, securities, and instruments governed by those states’ laws. These laws established fallbacks for LIBOR when there is no or insufficient fallback rates in these contracts. The federal Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) was signed into law on March 15, 2022. The federal legislation provides a statutory fallback mechanism on a nation-wide basis to replace U.S. dollar LIBOR with a benchmark rate, selected by the Federal Reserve Board and based on SOFR, for certain contracts that reference U.S. dollar LIBOR and contain no or insufficient fallback provisions. The New York and other state laws were superseded by the LIBOR Act. On December 16, 2022, the Federal Reserve Board adopted a final rule implementing certain provisions of the LIBOR Act (“Regulation ZZ”). Regulation ZZ specifies that on the LIBOR replacement date, which is the first London banking day after June 30, 2023, the Federal Reserve Board-selected benchmark replacement, based on SOFR and including any tenor spread adjustment as provided by Regulation ZZ, will replace references to overnight, 1, 3, 6, and 12-month LIBOR in certain contracts that do not mature before the LIBOR replacement date and that do not contain adequate fallback language. The LIBOR Act Regulation ZZ could apply to certain our investments that reference LIBOR to the extent that they do not have fallback provisions or adequate fallback provisions.
The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market value of and/or transferability of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us, valuation measurements used by us that include LIBOR as an input, our operational processes or our overall financial condition or results of operations. For instance, if the LIBOR reference rate of our LIBOR-linked securities, loans, and other financial obligations is higher than an alternative reference rate, such as SOFR, on our alternative reference rate-linked portfolio investments, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. In addition, while the majority of our LIBOR-linked loans contemplate that LIBOR may cease to exist and allow for amendment to a new alternative reference rate without the approval of 100% of the lenders, if LIBOR ceases to exist, we could be required, in certain situations, to negotiate modifications to credit agreements governing such instruments in order to replace LIBOR with such alternative reference rate and to incorporate any conforming changes to applicable credit spreads or margins. Following the replacement of LIBOR, some or all of these credit agreements may bear interest at a lower interest rate, which could have an adverse impact on the value and liquidity of our investment in these portfolio companies and, as a result, on our results of operations. Such adverse impacts and the uncertainty of the transition could result in disputes and litigation with counterparties and borrowers regarding the implementation of alternative reference rates.
Our ability to enter into transactions involving derivatives and unfunded commitment transactions may be limited.
In 2020, the SEC adopted Rule 18f-4 under the 1940 Act, which relates to the use of derivatives and other transactions that create future payment or delivery obligations by BDCs (and other funds that are registered investment companies). Under Rule 18f-4, for which compliance was required beginning in August 2022, BDCs that use derivatives are subject to a value-at-risk leverage limit, certain derivatives risk management program and testing requirements, and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. A BDC that enters into reverse repurchase agreements or similar financing transactions could either (i) comply with the asset coverage requirements of Section 18, as modified by Section 61 of the 1940 Act, when engaging in reverse repurchase agreements or (ii) choose to treat such agreements as derivative transactions under Rule 18f-4. In addition, under Rule 18f-4, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. If the BDC cannot meet this requirement, it is required to treat the unfunded commitment as a derivatives transaction subject to the aforementioned requirements of Rule 18f-4. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.
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Global economic, political and market conditions may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability.
We and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations could also come into effect. Any such new or changed laws or regulations could have a material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term.
The effects of legislative and regulatory proposals directed at the financial services industry or affecting taxation could negatively impact the operations, cash flows or financial condition of us and our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of business and could be subject to civil fines and criminal penalties.
Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.
Actual and proposed changes to the complex system of laws and regulations governing the banking industry further pose risks to the success of our operations, cash flows or financial conditions. Recent increases to the asset threshold for designating financial institutions as “systemically important financial institutions,” as well as proposed changes to the Volcker Rule, are just two examples; the effect of these change and any further rules or regulations are and could be complex and far-reaching, and the changes and any future laws or regulations or changes thereto could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.
Until we know what policy changes are made and how those changes impact business and the business of our competitors over the long term, we will not know if, overall, it will benefit from them or be negatively affected by them.
The decision made in the United Kingdom referendum to leave the European Union has led to volatility in global financial markets, and in particular in the markets of the United Kingdom and across Europe, and may also lead to weakening in consumer, corporate and financial confidence in the United Kingdom and Europe. Following the termination of a transition period, the United Kingdom and the European Union entered into a trade and cooperation agreement to govern the future relationship between the parties, which was provisionally applied as of January 1, 2021 and entered into force on May 1, 2021 following ratification by the European Union. With respect to financial services, the agreement leaves decisions on equivalence and adequacy to be determined by each of the United Kingdom and the European Union unilaterally in due course. Such agreement is untested and could lead to ongoing political and economic uncertainty and periods of exacerbated volatility in both the United Kingdom and in wider European and global markets for some time. In addition, on December 24, 2020, the EU and United Kingdom signed a trade deal (the “Trade Agreement”) that applied provisionally from January 1, 2021 until the end of April 2021, when the European Parliament approved the Trade Agreement. That Agreement now governs the relationship between the U.K. and EU, implementing significant regulation around trade, transport of goods and travel restrictions between the United Kingdom and the European Union.
The decision made in the United Kingdom referendum to leave the European Union has led to volatility in global financial markets, and in particular in the markets of the United Kingdom and across Europe, and may also lead to weakening in consumer, corporate and financial confidence in the United Kingdom and Europe. Under the terms of the withdrawal agreement negotiated and agreed to between the United Kingdom and the European Union, the United Kingdom’s departure from the European Union was followed by a transition period which ran until December 31, 2020, during which the U.K. continued to apply European Union law and was treated for all material purposes as if it were still a member of the European Union. On December 24, 2020, the EU and United Kingdom signed a trade deal (the “Trade Agreement”) that applied provisionally from January 1, 2021 until the end of April 2021, when the European Parliament approved the Trade Agreement. That Agreement now governs the relationship between the U.K. and EU, implementing significant regulation around trade, transport of goods and travel restrictions between the United Kingdom and the European Union.
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Notwithstanding the foregoing, the longer-term economic, legal, political and social implications of Brexit are unclear at this stage and are likely to continue to lead to ongoing political and economic uncertainty and periods of increased volatility in both the U.K. and in wider European markets for some time. In particular, Brexit could lead to calls for similar referenda in other European Union jurisdictions, which could cause increased economic volatility in the European and global markets. This mid- to long-term uncertainty could have adverse effects on the economy generally and on our ability to earn attractive returns. This volatility and uncertainty may have an adverse effect on the economy generally and on our ability—and the ability of our portfolio companies—to execute our respective strategies and to receive attractive returns. In particular, currency volatility could mean that our returns are adversely affected by market movements and could make it more difficult, or more expensive, for us to execute prudent currency hedging policies. Potential declines in the value of the British Pound and/or the euro against other currencies, along with the potential downgrading of the United Kingdom’s sovereign credit rating, may also have an impact on the performance of any of our portfolio companies located in the United Kingdom or European Union.
We are currently operating in a period of significant capital markets disruption and economic uncertainty, which may have a negative impact on our business, financial condition and operations.
From time to time, capital markets may experience periods of disruption and instability. The U.S. capital markets have experienced extreme volatility and disruption following the global outbreak of COVID-19 that began in December 2019. Even after the COVID-19 pandemic subsides, the U.S. economy, as well as most other major economies, may continue to experience a recession, and we anticipate our businesses would be materially and adversely affected by a prolonged recession in the United States and other major markets. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets.
The economic conditions caused by the COVID-19 pandemic could have an adverse impact on the ability of lenders to originate loans, the volume and type of loans originated, the ability of borrowers to make payments and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by the Fund and returns to the Fund, among other things. With respect to the U.S. credit markets (in particular for middle-market loans), the COVID-19 outbreak has resulted in, and until fully resolved is likely to continue to result in, the following among other things: (i) increased draws by borrowers on revolving lines of credit and other financing instruments; (ii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; and (iii) greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues.
Disruptions in the capital markets caused by the COVID-19 pandemic have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These conditions and future market disruptions and/or illiquidity could have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to our portfolio companies and/or us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our operating results and the fair values of our debt and equity investments. We may have to access, if available, alternative markets for debt and equity capital, and a severe disruption in the global financial markets, deterioration in credit and financing conditions or uncertainty regarding U.S. government spending and deficit levels or other global economic conditions could have a material adverse effect on our business, financial condition and results of operations.
Additionally, the disruption in economic activity caused by the COVID-19 pandemic may have a negative effect on the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we will record our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.
While we intend to source and invest in new loan transactions to U.S. middle market companies, we cannot be certain that we will be able to do so successfully or consistently. A lack of suitable investment opportunities may impair our ability to make new investments, and may reduce our earnings and dividends as a result.
If economic conditions caused by the COVID-19 pandemic continue for an extended period of time, loan delinquencies, loan non-accruals, problem assets, and bankruptcies may increase. In addition, collateral for our loans may decline in value, which could cause loan losses to increase and the net worth and liquidity of loan guarantors could decline, impairing their ability to honor commitments to us. An increase in loan delinquencies and non-accruals or a decrease in loan collateral and guarantor net worth could result in increased costs and reduced income, which would have a material adverse effect on our business, financial condition or results of operations. While economic activity is well improved from the beginning of the COVID-19 pandemic, we continue to observe supply chain interruptions, labor difficulties, commodity inflation and elements of economic and financial market instability both globally and in the United States. Additionally, continued travel restrictions may prolong the global economic downturn.
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We cannot be certain as to the duration or magnitude of the economic impact of the COVID-19 pandemic in the markets in which we and our portfolio companies operate, and corresponding declines in economic activity that may negatively impact the U.S. economy and the markets for the various types of goods and services provided by U.S. middle market companies. Depending on the duration, magnitude and severity of these conditions and their related economic and market impacts, certain of our portfolio companies may suffer declines in earnings and could experience financial distress, which could cause them to default on their financial obligations to us and their other lenders. In consideration of these and related factors, we may make downgrades with respect to other portfolio companies in the future as conditions warrant and new information comes to light.
The COVID-19 pandemic or any outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on the fair value of our investments or the conduct of our business.
COVID-19 and the economic conditions caused by the pandemic may cause the valuation of our investments to differ materially from the values that we may ultimately realize. Our valuations, and particularly valuations of private investments and private companies, will be inherently uncertain, may fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that may not show the complete impact of the COVID-19 pandemic and the resulting measures taken in response thereto. As a result, our valuations may not show the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto. These potential impacts, while uncertain, could have a significant impact on us and the fair value of our investments.
We may experience fluctuations in our quarterly operating results.
We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
We will be subject to U.S. federal income tax at corporate rates if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code.
We have elected to be treated as a RIC under Subchapter M of the Code; however, no assurance can be given that we will be able to maintain our RIC tax treatment. To maintain our tax treatment as a RIC under Subchapter M of the Code and to avoid the imposition of U.S. federal income taxes on income and gains distributed to our stockholders, we must meet certain requirements, including source-of-income, asset diversification and annual distribution requirements. The source-of-income requirement will be satisfied if we derive at least 90% of our gross income for each year from dividends, interest, gains from sale of securities or similar sources. To maintain our tax treatment as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these requirements may result in our losing our RIC tax treatment or our having to dispose of certain investments quickly in order to prevent the loss of RIC tax treatment. Because most of our investments will be in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. The annual distribution requirement applicable to RICs generally will be satisfied if we timely distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders on an annual basis. In addition, we will be subject to a 4% nondeductible U.S. federal excise tax to the extent that we do not satisfy certain additional minimum distribution requirements on a calendar-year basis. We will be subject, to the extent we use debt financing, to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making annual distributions necessary to maintain our tax treatment as a RIC. If we are unable to obtain cash from other sources, we may fail to maintain our tax treatment as a RIC and, thus, may be subject to U.S. federal corporate income tax on our entire taxable income without regard to any distributions made by us. If we fail to maintain our tax treatment as a RIC for any reason and become subject to U.S. federal income tax at corporate rates, the resulting tax liability could substantially reduce our net assets, the amount of income available for distributions to stockholders and the amount of our distributions and the amount of funds available for new investments. Such a failure could have a material adverse effect on us and our stockholders.
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We may not be able to pay you distributions, our distributions may not grow over time, a portion of distributions paid to you may be a return of capital, and investors in our debt securities may not receive all of the interest income to which they are entitled.
We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this annual report on Form 10-K, including current market conditions described herein. If we violate certain covenants under our existing or future credit facilities or other leverage, we may be limited in our ability to make distributions. All distributions will be made at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of RIC tax treatment, compliance with applicable BDC regulations, SBA regulations, state corporate laws affecting the distribution of corporate assets and such other factors as our board of directors may deem relevant from time to time. We cannot assure you that we will make distributions to our stockholders in the future.
The above-referenced restrictions on distributions may also inhibit our ability to make required interest payments to holders of our debt securities, which may cause a default under the terms of our then-existing debt agreements. Such a default could materially increase our cost of raising capital, as well as cause us to incur penalties under the terms of our then-existing debt agreements.
When we make quarterly distributions, we will be required to determine the extent to which such distributions are paid out of current and accumulated earnings and profits, recognized capital gain or capital. To the extent there is a return of capital, an investor gets his or her own invested capital returned to him or her, but reduced by the amount of the Company’s expenses and any sales load he or she may have paid. In addition, investors will be required to reduce their basis in our stock for U.S. federal income tax purposes.
We may choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive.
Under certain applicable provisions of the Code and the Treasury regulations and a revenue procedure issued by the IRS, a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive their distributions in cash, we must allocate the cash available for distribution among the shareholders electing to receive cash (with the balance of the distribution paid in shares of our common stock). If we qualify as a publicly offered RIC and decide to make any distributions consistent with this revenue procedure that are payable in part in our stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale.
Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. If a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.
Due to current market conditions, we may reduce or defer our dividends and choose to incur US federal excise tax in order preserve cash and maintain flexibility.
As a BDC, we are not required to make any distributions to shareholders other than in connection with our election to be treated for U.S. federal income tax purposes as a RIC under subchapter M of the Code. In order to maintain our tax treatment as a RIC, we generally must distribute to shareholders for each taxable year at least 90% of our investment company taxable income (i.e., net ordinary income plus realized net short-term capital gains in excess of realized net long-term capital losses). If we qualify for taxation as a RIC, we generally will not be subject to U.S. federal income tax on our investment company taxable income and net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) that we timely distribute to shareholders. We will be subject to a 4% US federal excise tax on undistributed earnings of a RIC unless we distribute each calendar year at least the sum of (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year, and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid no federal income tax.
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Under the Code, we may satisfy certain of our RIC distributions with dividends paid after the end of the current year. In particular, if we pay a distribution in January of the following year that was declared in October, November, or December of the current year and is payable to shareholders of record in the current year, referred to as "spillover dividends", the dividend will be treated for all U.S. federal income tax purposes as if it were paid on December 31 of the current year. In addition, under the Code, we may pay dividends, referred to as “spillover dividends,” that are paid during the following taxable year that will allow us to maintain our qualification for taxation as a RIC and eliminate our liability for U.S. federal income tax at corporate rates. Under these spillover dividend procedures, we may defer distribution of income earned during the current year until December of the following year. For example, we may defer distributions of income earned during 2022 until as late as December 31, 2023. If we choose to pay a spillover dividend, we will incur the 4% U.S. federal excise tax on some or all of the distribution.
Due to current market conditions (as described herein), we anticipate that we may take certain actions with respect to the timing and amounts of our distributions in order to preserve cash and maintain flexibility. For example, we may reduce our dividends and/or defer our dividends to the following taxable year. If we defer our dividends, we may choose to utilize the spillover dividend rules discussed above and incur the 4% U.S. federal excise tax on such amounts. To further preserve cash, we may combine these reductions or deferrals of dividends with one or more distributions that are payable partially in our stock as discussed above under “We may choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive.”
We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
For U.S. federal income tax purposes, we are required to include in our income certain amounts that we have not yet received in cash, such as OID, which may arise if we receive warrants in connection with the making of a loan or in other circumstances, and contractual PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such OID, or increases in loan balances as a result of contracted PIK arrangements, will be included in our income before we receive any corresponding cash payments. We also may be required to include in our income certain other amounts that we will not receive in cash.
Since in certain cases we may be required to recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute on an annual basis at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to maintain our tax treatment as a RIC. In such a case, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities to satisfy the annual distribution requirements. In such circumstances, if we are unable to obtain such cash from other sources, we may fail to maintain our tax treatment as a RIC and thus be subject to U.S. federal income tax at corporate rates. See “We will be subject to U.S. federal income tax at corporate rates if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code.”
If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible. Our investment advisor will not be under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never receive as a result of a default by an entity on the obligation that resulted in the accrual of such income. That part of the incentive fee payable by us that relates to our net investment income will be computed and paid on income that may include interest that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities.
To the extent we invest in OID instruments, including PIK loans, zero coupon bonds, and debt securities with attached warrants, investors will be exposed to the risks associated with the inclusion of such non-cash income in taxable and accounting income prior to receipt of cash, including the following risks:
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the interest payments deferred on a PIK loan are subject to the risk that the borrower may default when the deferred payments are due in cash at the maturity of the loan; |
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the interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments; |
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PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value of the associated collateral; |
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an election to defer PIK interest payments by adding them to principal increases our gross assets and, thus, increases future base management fees to the investment advisor and, because interest payments will then be payable on a larger principal amount, the PIK election also increases the investment advisor’s future income incentive fees at a compounding rate; |
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market prices of OID instruments are more volatile because they are affected to a greater extent by interest rate changes than instruments that pay interest periodically in cash; |
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the deferral of interest on a PIK loan increases its loan-to-value ratio, which is a measure of the riskiness of a loan; |
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OID creates the risk of non-refundable cash payments to the investment advisor based on non-cash accruals that may never be realized; |
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for U.S. federal income tax purposes, we will be required to make distributions of OID income to shareholders without receiving any cash and such distributions have to be paid from offering proceeds or the sale of assets without investors being given any notice of this fact; and |
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the required recognition of OID, including PIK, interest for U.S. federal income tax purposes may have a negative impact on liquidity, because it represents a non-cash component of the our taxable income that must, nevertheless, be distributed in cash to investors to avoid it being subject to corporate level taxation. |
You may have a current tax liability on distributions you elect to reinvest in our common stock but would not receive cash to pay such tax liability.
If you participate in our dividend reinvestment plan, you will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the amount reinvested in our common stock to the extent the amount reinvested was not a tax-free return of capital. As a result, unless you are a tax-exempt entity, you may have to use funds from other sources to pay your tax liability on the value of our common stock received as a result of the distribution.
Because we expect to distribute substantially all of our net investment income and net realized capital gains to our stockholders, we will need additional capital to finance our growth, and such capital may not be available on favorable terms or at all.
We have elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. If we continue to meet certain requirements, including source-of-income, asset diversification and distribution requirements, and if we continue to be regulated as a BDC, we will continue to qualify to be taxed as a RIC and therefore will not have to pay U.S. federal income tax at corporate rates on income that we timely distribute to our stockholders, allowing us to substantially reduce or eliminate our corporate-level income tax liability. As a BDC, we are generally required to meet a coverage ratio of total assets to total senior securities, which includes all of our borrowings (other than SBA leverage) and any preferred stock we may issue in the future, of at least 150.0% at the time we issue any debt or preferred stock. This requirement limits the amount of our leverage. Because we will continue to need capital to grow our investment portfolio, this limitation may prevent us from incurring debt or issuing preferred stock and require us to raise additional equity at a time when it may be disadvantageous to do so.
While we expect to be able to borrow and to issue additional debt and equity securities, we cannot assure you that debt and equity financing will be available to us on favorable terms, or at all. If additional funds are not available to us, we could be forced to curtail or cease new investment activities, and our net asset value could decline. In addition, as a BDC, we generally are not permitted to issue equity securities priced below net asset value without stockholder approval. At our 2022 Annual Stockholders Meeting on June 29, 2022, our stockholders voted to allow us to issue common stock at a price below net asset value per share for a period of one year ending on the earlier of June 29, 2023 or the date of our 2023 Annual Meeting of Stockholders. We expect to present to our stockholders a similar proposal at our 2023 Annual Meeting of Stockholders. The maximum number of shares issuable below net asset value pursuant to the authority granted by our stockholders that could result in such dilution is limited to 25.0% of FIC’s then outstanding common stock immediately prior to each such sale. We do not intend to issue shares of our common stock below net asset value unless our board of directors determines that it would be in our stockholders’ best interests to do so. The level of net asset value dilution that could result from such an offering is not limited.
Our board of directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.
Our board of directors has the authority, except as otherwise provided by the 1940 Act, to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval. Under Maryland law, we also cannot be dissolved without prior stockholder approval except by judicial action. In addition, upon approval of a majority of our stockholders, we may elect to withdraw our status as a BDC. If we, or Fund I, decide to withdraw our election, or if we otherwise fail to maintain our qualification, as a BDC, we may be subject to the substantially greater regulation under the 1940 Act as a closed-end investment company. Compliance with such regulations would significantly decrease our operating flexibility, and could significantly increase our costs of doing business. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results or the value of our common stock. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions.
Regulations governing our operation as a BDC affect our ability to raise, and the way in which we raise, additional capital that may have a negative effect on our growth.
Our business will require capital to operate and grow. We may acquire such additional capital from the following sources:
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Senior Securities. Currently we, through the Funds, issue debentures guaranteed by the SBA and have access to funds under a revolving credit facility. In the future, we may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as senior securities. As a result of issuing senior securities, we will be exposed to additional risks, including, but not limited to, the following:
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Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after each issuance of senior securities (or 150%, if certain requirements are met). If the value of our assets declines, we may be unable to satisfy this requirement. If that happens, we may sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our debt at a time when such sales and/or repayments may be disadvantageous. Further, we will not be permitted to declare or make any distribution to stockholders or repurchase shares until such time as we satisfy this test. |
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Any amounts that we use to service our debt or make payments on preferred stock will not be available for distributions to our common stockholders. |
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It is likely that any senior securities or other indebtedness we issue will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, some of these securities or other indebtedness may be rated by rating agencies, and in obtaining a rating for such securities and other indebtedness, we may be required to abide by operating and investment guidelines that further restrict operating and financial flexibility. |
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We and, indirectly, our stockholders will bear the cost of issuing and servicing such securities and other indebtedness. |
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Preferred stock or any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock, including separate voting rights and could delay or prevent a transaction or a change in control to the detriment of the holders of our common stock. |
Additional Common Stock. Under the provisions of the 1940 Act, we are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, warrants, options or rights to acquire our common stock, at a price below the current net asset value of the common stock if our board of directors determines that such sale is in the best interests of our stockholders, and our stockholders approve such sale. At our 2022 Annual Stockholders Meeting on June 29, 2022, our stockholders voted to allow us to issue common stock at a price below net asset value per share for a period of one year ending on the earlier of June 29, 2023 or the date of our 2023 Annual Meeting of Stockholders. We expect to present to our stockholders a similar proposal at our 2023 Annual Meeting of Stockholders. The maximum number of shares issuable below net asset value pursuant to the authority granted by our stockholders that could result in such dilution is limited to 25.0% of FIC’s then outstanding common stock immediately prior to each such sale. We do not intend to sell or otherwise issue shares of our common stock below net asset value unless our board of directors determines that it would be in our stockholders’ best interests to do so. The level of net asset value dilution that could result from such an offering is not limited. In any such case, however, the price at which our common stock is to be issued and sold may not be less than a price that, in the determination of our board of directors, closely approximates the market value of such securities (less any distributing commission or discount). We may also make rights offerings to our stockholders at prices per share less than the net asset value per share, subject to applicable requirements of the 1940 Act and the regulations and staff interpretations thereunder. If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of our stockholders at that time would decrease, and they may experience dilution. Moreover, we can offer no assurance that we will be able to issue and sell additional equity securities in the future, on favorable terms or at all.
Uncertainty about U.S. Presidential administration initiatives could negatively impact our business, financial condition and results of operations.
The U.S. government has called for significant changes to U.S. trade, healthcare, immigration, foreign and government regulatory policy. In this regard, there is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events have created a climate of heightened uncertainty and introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications. There has been a corresponding meaningful increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress or the current presidential administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business, financial condition, operating results and cash flows. Until we know what policy changes are made and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.
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A particular area identified as subject to potential change, amendment or repeal includes the Dodd-Frank Act, including the Volcker Rule and various swaps and derivatives regulations, credit risk retention requirements and the authorities of the Federal Reserve, the Financial Stability Oversight Council and the SEC. Given the uncertainty associated with the manner in which and whether the provisions of the Dodd-Frank Act will be implemented, repealed, amended, or replaced, the full impact such requirements will have on our business, results of operations or financial condition is unclear. The changes resulting from the Dodd-Frank Act or any changes to the regulations already implemented thereunder may require us to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements. Failure to comply with any such laws, regulations or principles, or changes thereto, may negatively impact our business, results of operations or financial condition. While we cannot predict what effect any changes in the laws or regulations or their interpretations would have on us as a result of recent financial reform legislation, these changes could be materially adverse to us and our stockholders.
Legislative or other actions relating to taxes could have a negative effect on the Company.
Legislative or other actions relating to taxes could have a negative effect on the Company and its investors. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. We cannot predict with certainty how any changes in the tax laws might affect the Company, its investments or its investors. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect the Company’s ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to the Company and its investors of such qualification, or could have other adverse consequences. You are urged to consult with your tax advisor with respect to the impact of the status of any legislative, regulatory or administrative developments and proposals and their potential effect on your investment in our securities.
There is uncertainty surrounding potential legal, regulatory and policy changes by the current presidential administration and Congress in the United States that may directly affect financial institutions and the global economy.
Changes in federal policy, including tax policies, and at regulatory agencies are expected to occur over time through policy and personnel changes, which may lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. Uncertainty surrounding future personnel or policy changes may adversely affect our operating environment and therefore our business, financial condition, results of operations and growth prospects.
Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.
We are subject to regulation at the local, state and federal level. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our stockholders, potentially with retroactive effect. In addition, any change to the SBA’s current debenture program could have a significant impact on our ability to obtain low-cost leverage and, therefore, our competitive advantage over other funds.
Legal, tax and regulatory changes could occur that may adversely affect us. For example, from time to time the market for private equity transactions has been (and is currently being) adversely affected by a decrease in the availability of senior and subordinated financings for transactions, in part in response to credit market disruptions and/or regulatory pressures on providers of financing to reduce or eliminate their exposure to the risks involved in such transactions.
Additionally, any changes to the laws and regulations governing our operations related to permitted investments may cause us to alter our investment strategy in order to meet our investment objectives. Such changes could result in material differences to the strategies and plans set forth in this Annual Report and may shift our investment focus from the areas of expertise of our investment advisor to other types of investments in which our investment advisor may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment.
We cannot predict how new tax legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.
Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. The Biden Administration has proposed significant changes to the existing U.S. tax rules, and there are a number of proposals in Congress that would similarly modify the existing U.S. tax rules. The likelihood of any such legislation being enacted is uncertain, but new legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our investors of such qualification, or could have other adverse consequences. Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our shares.
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Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.
There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. The current U.S. presidential administration, along with the U.S. Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies' access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.
Our ability to enter into and exit investment transactions with our affiliates will be restricted.
Except in those instances where we have received prior exemptive relief from the SEC, we will be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our Independent Directors. We, our investment advisor, the Funds, and Fidus Credit Opportunities, L.P. received exemptive relief from the SEC under the 1940 Act, which permits us to co-invest with other funds managed by our investment advisor or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. In addition, any person that owns, directly or indirectly, 5.0% or more of our outstanding voting securities is deemed our affiliate for purposes of the 1940 Act and we are generally prohibited from buying or selling any security from or to such affiliate, absent the prior approval of our Independent Directors. The 1940 Act also prohibits “joint” transactions with an affiliate, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of our Independent Directors. If a person acquires more than 25.0% of our voting securities, we will be prohibited from buying or selling any security from or to such person, or entering into joint transactions with such person, absent the prior approval of the SEC. These restrictions could limit or prohibit us from making certain attractive investments that we might otherwise make absent such restrictions.
Our investment advisor can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
Our investment advisor has the right, under the Investment Advisory Agreement, to resign at any time upon not less than 60 days’ written notice, whether we have found a replacement or not. If our investment advisor resigns, we may not be able to find a new investment advisor and administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our shares may decline. In addition, investment activities are likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by our investment advisor and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.
Our investment advisor can resign from its role as our administrator under the Administration Agreement, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
Our investment advisor also has the right to resign under the Administration Agreement, whether we have found a replacement or not. If our investment advisor resigns as our administrator, we may not be able to find a new administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our shares may decline. In addition, administrative activities are likely to suffer if we are unable to identify and reach an agreement with a service provider or individuals with the expertise possessed by our investment advisor. Even if we are able to retain a comparable service provider or individuals to perform such services, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.
Internal and external cyber threats, as well as other disasters, could impair our ability to conduct business effectively.
The occurrence of a disaster, such as a cyber-attack against us or against a third-party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster recovery systems, or consequential employee error, could have an adverse effect on our ability to communicate or conduct business, negatively impacting our operations and financial condition. This adverse effect can become particularly acute if those events affect our electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data.
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Our investment adviser and third-party service providers with which we do business depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alteration, or destruction, such as from physical and electronic break-ins or unauthorized tampering, malware and computer virus attacks, or system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in, and transmitted through our computer systems and networks. Such an attack could cause interruptions or malfunctions in our operations, which could result in damage to our reputation, financial losses, increased costs, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information, including nonpublic personal information related to stockholders (and their beneficial owners) and material nonpublic information. The systems we have implemented to manage risks relating to these types of events could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in our and our investment advisor’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to stockholders, material nonpublic information and other sensitive information in our possession.
A disaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or directly affecting our headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption. Our disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.
Third parties with which we do business may also be sources of cybersecurity or other technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as counterparty, employee, and borrower information. Cybersecurity failures or breaches by our investment adviser and other service providers (including, but not limited to, accountants, custodians, transfer agents and administrators), and the issuers of securities in which we invest, also have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with our ability to calculate its NAV, impediments to trading, the inability of our stockholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputation damages, reimbursement of other compensation costs, or additional compliance costs. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents with increased costs and other consequences, including those as described above. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future.
Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In addition, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks.
We and our service providers may be impacted by operating restrictions in response to the COVID-19 pandemic, which may obstruct the regular functioning of business workforces (including requiring employees to work from remote locations). Policies of extended periods of remote working, whether by us or by our Service Providers, could strain technology resources, introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the weakness in a remote work environment. Accordingly, the risks described above are heightened under current conditions, which may continue for an unknown duration.
Environmental, social and governance factors may adversely affect our business or cause us to alter our business strategy.
Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business.
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The effect of global climate change may impact the operations of our portfolio companies, which may, in turn, impact the valuation of such portfolio companies.
Climate change creates physical and financial risk and certain portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition, through decreased revenues, which may, in turn, impact the valuation of such portfolio companies. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions.
In December 2015, the United Nations, of which the United States is a member, adopted a climate accord (the “Paris Agreement”) with the long-term goal of limiting global warming and the short-term goal of significantly reducing greenhouse gas emissions. On November 4, 2016, the past administration announced that the United States would cease participation in the Paris Agreement with the withdrawal taking effect on November 4, 2020. However, on January 20, 2021, President Joseph R. Biden signed an executive order to rejoin the Paris Agreement. Additionally, the Inflation Reduction Act of 2022 included several measures designed to combat climate change, including restrictions on methane emissions. As a result, some of our portfolio companies may become subject to new or strengthened regulations or legislation, which could increase their operating costs and/or decrease their revenues, which may, in turn, impact the valuation of such portfolio companies.
Risks Relating to Our Investments
Economic recessions or downturns could impair our portfolio companies and harm our operating results.
Many of our portfolio companies are susceptible to economic slowdowns or recessions (including industry specific downturns), including as a result of, among other things, the COVID-19 pandemic, elevated levels of inflation, and a rising interest rate environment, and may be unable to repay our debt investments during these periods. The COVID-19 pandemic has disrupted economic markets, and the prolonged economic impact is uncertain. In the past, instability in the global capital markets resulted in disruptions in liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major domestic and international financial institutions. In particular, in past periods of instability, the financial services sector was negatively impacted by significant write-offs as the value of the assets held by financial firms declined, impairing their capital positions and abilities to lend and invest.
In an economic downturn, we may have non-performing assets or non-performing assets may increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may also decrease the value of any collateral securing some of our debt investments and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing our investments and harm our operating results.
The occurrence of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our investments, and our ongoing operations, costs and profitability. Any such unfavorable economic conditions, including rising interest rates, may also increase our funding costs, limit our access to capital markets or negatively impact our ability to obtain financing, particularly from the debt markets. In addition, any future financial market uncertainty could lead to financial market disruptions and could further impact our ability to obtain financing. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results and financial condition.
Terrorist attacks, acts of war, or natural disasters may affect any market for our common stock, impact the businesses in which we invest and harm our business, operating results and financial condition.
Portfolio investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, war, terrorism and labor strikes). Some force majeure events may adversely affect the ability of a party (including a portfolio company or a counterparty to us or a portfolio company) to perform its obligations until it is able to remedy the force majeure event. In addition, the cost to a portfolio company of repairing or replacing damaged assets resulting from such force majeure events could be considerable. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more companies or its assets, could result in a loss to us, including if its investment in such issuer is cancelled, unwound or acquired (which could be without what we consider to be adequate compensation). To the extent we are exposed to investments in portfolio companies that as a group are exposed to such force majeure events, the risks and potential losses to us are enhanced.
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The continued threat of global terrorism and the impact of military and other action will likely continue to cause volatility in the economies of certain countries, contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide and various aspects thereof, including in prices of commodities. Our portfolio investments may involve significant strategic assets having a national or regional profile. The nature of these assets could expose them to a greater risk of being the subject of a terrorist attack than other assets or businesses. Acts of war could similarly lead to such volatility. For example, in response to the ongoing conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on our business, financial condition, cash flows, and results of operations, and could cause the market value of our common stock to decline. In addition, these market and economic disruptions could negatively impact the operating results of our portfolio companies, which may, in turn, impact the valuation of such portfolio companies, and impact our business, operating resulting and financial condition.
Our investments in certain industry sectors, such as the energy sector, may be subject to significant political, economic and capacity risks that may increase the possibility that we lose all or a part of our investment.
The revenues and profitability of certain portfolio companies may be significantly affected by the future prices of and the demand for oil, natural gas liquids and natural gas, which are inherently uncertain. Investments in energy companies may have significant shortfalls in projected cash flow if prices decline from levels projected at the time the investment is made. Various factors beyond our control could affect energy prices, including worldwide supplies, political instability or armed conflicts in oil, natural gas liquids and natural gas producing regions, the price of foreign imports, the level of consumer demand, the price and availability of alternative fuels, capacity constraints and changes in existing government regulation, taxation and price controls. Energy prices have fluctuated greatly during the past, and energy markets may continue to be volatile.
Changes in healthcare laws and other regulations applicable to some of our portfolio companies’ businesses may constrain their ability to offer their products and services.
Changes in healthcare or other laws and regulations applicable to the businesses of some of our portfolio companies may occur that could increase their compliance and other costs of doing business, require significant systems enhancements, or render their products or services less profitable or obsolete, any of which could have a material adverse effect on their results of operations. There has also been an increased political and regulatory focus on healthcare laws in recent years, and new legislation could have a material effect on the business and operations of some of our portfolio companies.
If our portfolio companies are unable to protect their intellectual property rights, our business and prospects could be harmed, and if portfolio companies are required to devote significant resources to protecting their intellectual property rights, the value of our investment could be reduced.
Our future success and competitive position will depend in part upon the ability of our portfolio companies to obtain, maintain and protect proprietary technology used in their products and services. The intellectual property held by our portfolio companies often represents a substantial portion of the collateral securing our investments and/or constitutes a significant portion of the portfolio companies’ value and may be available in a downside scenario to repay our loans. Our portfolio companies will rely, in part, on patent, trade secret, and trademark law to protect that technology, but competitors may misappropriate their intellectual property, and disputes as to ownership of intellectual property may arise. Portfolio companies may, from time to time, be required to institute litigation to enforce their patents, copyrights, or other intellectual property rights; protect their trade secrets; determine the validity and scope of the proprietary rights of others; or defend against claims of infringement. Such litigation could result in substantial costs and diversion of resources. Similarly, if a portfolio company is found to infringe or misappropriate a third-party’s patent or other proprietary rights, it could be required to pay damages to the third party, alter its products or processes, obtain a license from the third-party, and/or cease activities utilizing the proprietary rights, including making or selling products utilizing the proprietary rights. Any of the foregoing events could negatively affect both the portfolio company’s ability to service our debt investment and the value of any related debt and equity securities that we own, as well as any collateral securing our investment.
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Cybersecurity risks and cyber incidents may adversely affect our business or the business of our portfolio companies by causing a disruption to our operations or the operations of our portfolio companies, a compromise or corruption of our confidential information or the confidential information of our portfolio companies and/or damage to our business relationships or the business relationships of our portfolio companies, all of which could negatively impact the business, financial condition and operating results of us or our portfolio companies.
A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the information resources of us or our portfolio companies. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems or those of our portfolio companies for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to business relationships. As our and our portfolio companies’ reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by third-party service providers, and the information systems of our portfolio companies. We have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber-incident, do not guarantee that a cyber-incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident.
Our investments in portfolio companies may be risky, and we could lose all or part of our investment.
Investing in lower middle-market companies involves a number of significant risks. Among other things, these companies:
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may have limited financial resources and may be unable to meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees from subsidiaries or affiliates of portfolio companies that we may have obtained in connection with our investment; |
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may have shorter operating histories, narrower product lines and smaller market shares, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns, than larger businesses; |
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are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us; |
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generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and |
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generally have less publicly available information about their businesses, operations and financial condition. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and may lose all or part of our investment. |
In addition, in the course of providing significant managerial assistance to certain portfolio companies, certain of our management and directors may serve as directors on the boards of such companies. To the extent that litigation arises out of investments in these portfolio companies, our management and directors may be named as defendants in such litigation, which could result in an expenditure of funds (through our indemnification of such officers and directors) and the diversion of management time and resources.
The lack of liquidity in our investments may adversely affect our business.
All of our assets may be invested in illiquid securities, and a substantial portion of our investments in leveraged companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for us to sell such investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded these investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. However, to maintain the elections to be regulated as a BDC and as a RIC, we may have to dispose of investments if they do not satisfy one or more of the applicable criteria under the respective regulatory frameworks. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we or our investment advisor have material nonpublic information regarding such portfolio company.
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We may not have the funds to make additional investments in our portfolio companies that could impair the value of our portfolio.
After our initial investment in a portfolio company, we may be called upon from time to time to provide additional funds to such company or have the opportunity to increase our investment through the exercise of a warrant to purchase common stock. There is no assurance that we will make, or will have sufficient funds to make, follow-on investments. Any decisions not to make a follow-on investment or any inability on our part to make such an investment may have a negative impact on a portfolio company in need of such an investment, may result in a missed opportunity for us to increase our participation in a successful operation or may reduce the expected yield on the investment. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because we are inhibited by compliance with BDC requirements, SBA regulations or the desire to maintain our RIC tax treatment. Our ability to make follow-on investments may also be limited by our investment advisor’s allocation policy.
Portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
We will invest in second lien and subordinated debt as well as equity issued by lower middle-market companies. The portfolio companies generally have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we invest. By their terms, such senior debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
There may be circumstances where our debt investments could be subordinated to claims of other creditors or could be subject to lender liability claims.
Even though we may have structured certain of our investments as senior loans, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt investment and subordinate all or a portion of our claim to that of other creditors. We may also be subject to lender liability claims for actions taken by us with respect to a borrower’s business or instances where we exercise control over the borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken in rendering significant managerial assistance.
Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
Certain loans we make to portfolio companies are and will be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the company under the agreements governing the loans. The holders of obligations secured by the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the company’s remaining assets, if any.
The rights we may have with respect to the collateral securing the loans we make to portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements entered into with the holders of senior debt. Under an intercreditor agreement, at any time that obligations having the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect to the collateral will be at the direction of the holders of the obligations secured by the first priority liens:
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the ability to cause the commencement of enforcement proceedings against the collateral; |
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the ability to control the conduct of such proceedings; |
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the approval of amendments to collateral documents; |
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releases of liens on the collateral; and |
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waivers of past defaults under collateral documents. |
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We may not have the ability to control or direct such actions, even if our rights are adversely affected.
We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter into bankruptcy proceedings.
Leveraged companies may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by an issuer may adversely and permanently affect the issuer. If the proceeding is converted to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs in connection with a bankruptcy proceeding are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.
Any unrealized depreciation we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for distribution.
As a BDC, we are required to carry our investments at fair value as determined in good faith by our board of directors. Decreases in the fair values of our investments will be recorded as unrealized depreciation. Any unrealized depreciation in our investment portfolio could be an indication of a portfolio company's inability to meet its repayment obligations to us with respect to the affected investments. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods.
Defaults by our portfolio companies will harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its assets. This could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, reduced interest and/or loss of principal, with a defaulting portfolio company.
To the extent OID and PIK-interest constitute a portion of our income, we will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.
Our investments may include original-issue-discount instruments and contractual PIK-interest arrangements. To the extent OID or PIK-interest constitutes a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:
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The higher interest rates of OID and PIK instruments reflect the payment deferral, which results in a higher principal amount at the maturity of the instrument as compared to the original principal amount of the instrument, and increased credit risk associated with these instruments, and OID and PIK instruments generally represent a significantly higher credit risk than coupon loans. |
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Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation. |
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OID and PIK instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. OID and PIK-income may also create uncertainty about the source of our cash distributions. |
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To the extent we provide loans with interest-only payments or moderate loan amortization, the majority of the principal payment or amortization of principal may be deferred until loan maturity. Because this debt generally allows the borrower to make a large lump-sum payment of principal at the end of the loan term, there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity. |
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For accounting purposes, any cash distributions to stockholders representing OID and PIK-income are not treated as coming from paid-in capital, even though the cash to pay them comes from the offering proceeds. As a result, despite the fact that a distribution representing OID and PIK-income could be paid out of amounts invested by our stockholders, the 1940 Act does not require that stockholders be given notice of this fact by reporting it as a return of capital. |
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In certain cases, we may recognize taxable income before or without receiving corresponding cash payments and, as a result, we may have difficulty meeting the annual distribution requirement necessary to maintain our tax treatment as a RIC. |
We do not expect to control many of our portfolio companies.
We do not expect to control many of our portfolio companies, even though we may have board representation or board observation rights, and the debt agreements may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the holders of the company’s common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors. Due to the lack of liquidity for our investments in private companies in the lower middle-market, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at an appropriate valuation. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings.
We are a non-diversified investment company within the meaning of the 1940 Act; therefore, we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume large positions in the securities of a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer and the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, while we are not targeting any specific industries, our investments may be concentrated in relatively few industries. As a result, a downturn in any particular industry in which we are invested could also significantly impact the aggregate returns we realize. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond the asset diversification requirements applicable to RICs, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies.
Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.
We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments (cash equivalents), pending future investments in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being repaid, and we could experience significant delays in reinvesting these amounts. In addition, any future investment of such amounts in a new portfolio company may also be at lower yields than the investment that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock.
We may not realize gains from our equity investments.
Certain investments that we have made in the past and may make in the future include warrants or other equity or equity-related securities. Typically we make non-control equity investments in portfolio companies. Our goal is to realize gains upon our disposition of such equity interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We often seek puts or similar rights to give us the right to sell our equity securities back to the portfolio company issuer. We may be unable to exercise these put rights for the consideration provided in our investment documents if the issuer is in financial distress. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.
53
If our primary investments are deemed not to be qualifying assets, we could be precluded from investing in our desired manner or deemed to be in violation of the 1940 Act.
In order to maintain our status as a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. We believe that most of the investments that we may acquire in the future will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs and be precluded from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or required to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations and cash flows. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants. If we do not maintain our status as a BDC, we would be subject to regulation as a registered closed-end investment company under the 1940 Act. As a registered closed-end investment company, we would be subject to substantially more regulatory restrictions under the 1940 Act, which would significantly decrease our operating flexibility.
The disposition of our investments may result in contingent liabilities.
A significant portion of our investments involve private securities and we expect that a significant portion of our investments will continue to involve private securities. In connection with the disposition of an investment in private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. Additionally, customary terms of such sales agreements generally provide adjustments to the initial purchase price determined on the closing date if the portfolio company's net working capital varies from preliminary amounts utilized in determining the initial purchase price; such adjustments could subsequently result in upward or downward revisions to the initial purchase price and impact our amount of realized gain or loss on sale. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to potential liabilities. These arrangements may result in contingent liabilities that ultimately result in funding obligations that we must satisfy through its return of distributions previously made to it.
We may be unable to invest a significant portion of any net proceeds from an offering or from exiting an investment or other capital on acceptable terms, which could harm our financial condition and operating results.
We may be unable to invest the net proceeds of any offering or from exiting an investment or other sources of capital on acceptable terms within the time period that we anticipate or at all. Delays in investing such capital may cause our performance to be worse than that of fully invested BDCs or other lenders or investors pursuing comparable investment strategies.
Depending on market conditions and the amount of the capital involved, it may take us a substantial period of time to invest substantially all the capital in securities meeting our investment objective. During this period, we will invest such capital primarily in short-term securities consistent with our BDC election and our election to be taxed as a RIC, which may produce returns that are significantly lower than the returns which we expect to achieve when our portfolio is fully invested in longer-term investments in pursuit of our investment objective. Any distributions that we pay during such period may be substantially lower than the distributions that we may be able to pay when our portfolio is fully invested. In addition, until such time as the net proceeds of any offering or from exiting an investment or other sources capital are invested in new investments meeting our investment objective, the market price for our common stock may decline.
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Our investment advisor’s liability is limited under the Investment Advisory Agreement, and we have agreed to indemnify our investment advisor against certain liabilities, which may lead our investment advisor to act in a riskier manner on our behalf than it would when acting for its own account.
Under the Investment Advisory Agreement, our investment advisor does not assume any responsibility to us other than to render the services called for under that agreement, and it is not responsible for any action of our board of directors in following or declining to follow our investment advisor’s advice or recommendations. Under the terms of the Investment Advisory Agreement, our investment advisor and its officers, directors, members, managers, partners, stockholders and employees are not liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except those resulting from acts constituting gross negligence, willful misconduct, bad faith or reckless disregard of our investment advisor’s duties under the Investment Advisory Agreement. In addition, we have agreed to indemnify our investment advisor and its officers, directors, members, managers, partners, stockholders and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the Investment Advisory Agreement, except where attributable to gross negligence, willful misconduct, bad faith or reckless disregard of such person’s duties under the Investment Advisory Agreement. These protections may lead our investment advisor to act in a riskier manner when acting on our behalf than it would when acting for its own account.
Risks Relating to Our Common Stock
Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset value.
Shares of closed-end investment companies, including BDCs, frequently trade at a discount from net asset value. This characteristic of closed-end investment companies and BDCs is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade at, above or below net asset value. In addition, if our common stock trades below net asset value, we will generally not be able to issue additional common stock at the market price without first obtaining the approval of our stockholders and our Independent Directors. On June 29, 2022 our stockholders voted to allow us to sell or otherwise issue common stock at a price below net asset value per share for a period of one year ending on the earlier of June 29, 2023 or the date of our 2023 Annual Meeting of Stockholders. We expect to present to our stockholders a similar proposal at our 2023 Annual Meeting of Stockholders. Selling or otherwise issuing shares of FIC’s common stock below its then current net asset value per share would result in a dilution of FIC’s existing common stockholders. The maximum number of shares issuable below net asset value pursuant to the authority granted by our stockholders that could result in such dilution is limited to 25.0% of FIC’s then outstanding common stock immediately prior to each such sale. We do not intend to sell or otherwise issue shares of our common stock below net asset value unless our board of directors determines that it would be in our stockholders’ best interests to do so. The level of net asset value dilution that could result from such an offering is not limited.
Market conditions may increase the risks associated with our business and an investment in us.
The current worldwide financial market situation may contribute to increased market volatility, may have long-term effects on the U.S. and worldwide financial markets and may cause economic uncertainties or deterioration in the United States and worldwide. These conditions raised the level of many of the risks described herein and, if repeated or continued, could have an adverse effect on our portfolio companies and on their results of operations, financial conditions, access to credit and capital. The stress in the credit market and upon banks has led other creditors to tighten credit and the terms of credit. In certain cases, senior lenders to our portfolio companies can block payments by our portfolio companies in respect of our loans to such portfolio companies. In turn, these could have adverse effects on our business, financial condition, results of operations, distributions to our stockholders, access to capital, valuation of our assets and our stock price. Notwithstanding any recent gains across either the equity or debt markets, these conditions may continue for a prolonged period of time or worsen in the future.
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If, in the future, we sell common stock at a discount to our net asset value per share, stockholders who do not participate in such sale will experience immediate dilution in an amount that may be material.
On June 29, 2022, our stockholders approved our ability to sell or otherwise issue shares of our common stock at a discount from net asset value per share, as long as the cumulative number of shares sold pursuant to such authority does not exceed 25.0% of our then outstanding common stock immediately prior to each such sale, for a period of one year ending on the earlier of June 29, 2023 or the date of our 2023 Annual Meeting of Stockholders. Our stockholders will be asked to vote on a similar proposal at our 2023 Annual Meeting of Stockholders. If we sell or otherwise issue shares of our common stock at a discount to net asset value, it will pose a risk of dilution to our stockholders. In particular, stockholders who do not purchase additional shares at or below the discounted price in proportion to their current ownership will experience an immediate decrease in net asset value per share (as well as in the aggregate net asset value of their shares if they do not participate at all). These stockholders will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than the increase we experience in our assets, potential earning power and voting interests from such issuances or sale. In addition, such issuances or sales may adversely affect the price at which our common stock trades. For additional information and hypothetical examples of these risks, see “Sales of Common Stock Below Net Asset Value,” and for actual dilution illustrations specific to an offering, see the prospectus supplement pursuant to which such sale is made.
Our net asset value may have changed significantly since our last valuation.
Our board of directors determines the fair value of our portfolio investments on a quarterly basis based on input from our investment advisor, our audit committee and, as to certain of our investments, a third party independent valuation firm. While the board of directors will review our net asset value per share in connection with any offering, it will not always have the benefit of input from the independent valuation firm when it does so. The fair value of various individual investments in our portfolio and/or the aggregate fair value of our investments may change significantly over time. If the fair value of our investment portfolio at December 31, 2022 is less than the fair value was at the time of an offering during 2022, then we may record an unrealized loss on our investment portfolio and may report a lower net asset value per share than was reflected in the Selected Consolidated Financial Data and the financial statements included in the prospectus supplement of that offering. If the fair value of our investment portfolio at December 31, 2022 is greater than the fair value at the time of an offering during 2022, we may record an unrealized gain on our investment portfolio and may report a greater net asset value per share than so reflected in the prospectus supplement of that offering. Upon publication of this information in connection with our announcement of operating results for our fiscal year ended December 31, 2022, the market price of our common stock may fluctuate materially, and may be substantially less than the price per share you pay for our common stock in an offering.
The market price of our securities may fluctuate significantly.
The market price and liquidity of the market for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
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• |
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significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which is not necessarily related to the operating performance of these companies; |
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• |
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exclusion of our common stock from certain market indices, such as the Russell 2000 Financial Services Index, could reduce the ability of certain institutional investors to own our common stock and could put short term pressure on our common stock; |
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• |
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changes in regulatory policies or tax guidelines, particularly with respect to RICs, BDCs or SBICs; |
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• |
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loss of RIC or BDC status; |
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• |
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loss of status as an SBIC for the Funds, or any other SBIC subsidiary we may form; |
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• |
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changes or perceived changes in earnings or variations in operating results; |
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• |
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changes or perceived changes in the value of our portfolio of investments; |
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• |
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changes in accounting guidelines governing valuation of our investments; |
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• |
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any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; |
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• |
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departure of our investment advisor’s key personnel; |
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• |
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operating performance of companies comparable to us; |
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• |
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general economic trends and other external factors; and |
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• |
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loss of a major funding source. |
Investing in our securities may involve an above average degree of risk.
The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies may be highly speculative; therefore, an investment in our securities may not be suitable for someone with lower risk tolerance.
56
Sales of substantial amounts of our common stock may have an adverse effect on the market price of our common stock.
As of February 28, 2023, we had 24,842,692 shares of common stock outstanding. Sales of substantial amounts of our common stock, or the availability of shares for sale, could adversely affect the prevailing market price of our common stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so.
If we issue preferred stock and/or debt securities, the net asset value and market value of our common stock may become more volatile.
We cannot assure you that the issuance of preferred stock and/or debt securities would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock and/or debt securities would likely cause the net asset value and market value of our common stock to become more volatile. If the distribution rate on the preferred stock, or the interest rate on the debt securities, were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced. If the distribution rate on the preferred stock, or the interest rate on the debt securities, were to exceed the net rate of return on our portfolio, the use of leverage would result in a lower rate of return to the holders of common stock than if we had not issued the preferred stock and/or debt securities. Any decline in the net asset value of our investment would be borne entirely by the holders of our common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of our common stock than if we were not leveraged through the issuance of preferred stock and/or debt securities. This decline in net asset value would also tend to cause a greater decline in the market price for our common stock.
There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios which may be required by the preferred stock and/or debt securities or of a downgrade in the ratings of the preferred stock and/or debt securities or our current investment income might not be sufficient to meet the distribution requirements on the preferred stock or the interest payments on the debt securities. In order to counteract such an event, we might need to liquidate investments in order to fund redemption of some or all of the preferred stock and/or debt securities. In addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock and/or debt securities. Holders of preferred stock and/or debt securities may have different interests than holders of common stock and may at times have disproportionate influence over our affairs.
Provisions of the Maryland General Corporation Law and our charter and bylaws could deter takeover attempts and have an adverse effect on the price of our common stock.
The Maryland General Corporation Law contains provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors. In addition, our board of directors may, without stockholder action, authorize the issuance of shares of stock in one or more classes or series, including preferred stock. Our charter and bylaws contain provisions that limit liability and provide for indemnification of our directors and officers. These provisions and others also may have the effect of deterring hostile takeovers or delaying changes in control or management. We are generally prohibited from engaging in mergers and other business combinations with stockholders that beneficially own 10.0% or more of the voting power of our outstanding voting stock, or with their affiliates, for five years after the most recent date on which such stockholders became the beneficial owners of 10.0% or more of the voting power of our outstanding voting stock and thereafter unless our directors and stockholders approve the business combination in the prescribed manner. Maryland law may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer.
We have also adopted measures that may make it difficult for a third party to obtain control of us, including provisions of our charter authorizing our board of directors to classify or reclassify shares of our stock in one or more classes or series and to cause the issuance of additional shares of our stock, including preferred stock. In addition, we have adopted a classified board of directors. A classified board may render a change in control of us or removal of our incumbent management more difficult. These provisions, as well as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders.
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Our business and operation could be negatively affected if we become subject to any securities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of investment strategy and impact our stock price.
In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing in the BDC space recently. While we are currently not subject to any securities litigation or shareholder activism, due to the potential volatility of our stock price and for a variety of other reasons, we may in the future become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and our board of directors’ attention and resources from our business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
We do not own any real estate or other physical properties materially important to our operation. Our headquarters are located at 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201, and are provided by our investment advisor pursuant to the Administration Agreement. Our investment advisor also maintains additional office space at 4201 Congress Street, Suite 250, Charlotte, North Carolina 28209, and 1140 Avenue of the Americas, 21st Floor, New York, New York 10036. We believe that our office facilities are suitable and adequate to our business as we contemplate conducting it.
Item 3. Legal Proceedings.
We are not, and our investment advisor is not, currently subject to any material legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.
58
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock began trading on June 21, 2011 on the NASDAQ Global Market under the symbol “FDUS.” Effective January 3, 2012, our common stock was included in the NASDAQ Global Select Market. The last reported price for our common stock on February 28, 2023 was $20.84 per share. As of February 28, 2023, we had 20 stockholders of record.
We intend to continue to pay quarterly distributions to our stockholders. Our distributions may include returns of paid-in capital, as well as declared dividends from earnings and profits. Our quarterly distributions, if any, are determined by our board of directors. We have elected, and intend to qualify annually, to be treated as a RIC under Subchapter M of the Code. As long as we qualify for tax treatment as a RIC, we will not be taxed on our investment company taxable income or net capital gain, to the extent that such income or gain is distributed, or deemed to be distributed, to stockholders on a timely basis.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of our status as a RIC. We cannot assure stockholders that they will receive any distributions at a particular level.
We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our board of directors authorizes, and we declare, a cash distribution, then our stockholders who have not “opted out” of our dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of our common stock, rather than receiving the cash distribution. Under the terms of our dividend reinvestment plan, dividends will primarily be paid in newly issued shares of common stock. However, we reserve the right to purchase shares in the open market in connection with the implementation of the plan. This feature of the plan means that, under certain circumstances, we may issue shares of our common stock at a price below net asset value per share, which could cause our stockholders to experience dilution.
To maintain our tax treatment as a RIC, we must, among other things, distribute at least 90.0% of our net ordinary income and our net short-term capital gains in excess of our net long-term capital losses, if any. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum of (1) 98.0% of our net ordinary income for the calendar year, (2) 98.2% of our capital gain net income for the calendar year and (3) any net ordinary income and capital gain net income that we recognized for preceding years, but were not distributed during such years, and on which we paid no U.S. federal income tax. We may retain for investment some or all of our net capital gain (i.e., net long-term capital gains in excess of net short-term capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, you will be treated as if you received an actual distribution of the capital gain we retain and then reinvested the net after-tax proceeds in our common stock. You also may be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gain deemed distributed to you. Please refer to “Business — Election to be Taxed as a RIC” for further information regarding the consequences of our retention of net capital gain. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings. See “Business — Regulation” and “Business — Election to be Taxed as a RIC.”
We may make distributions that are payable in cash or shares of our common stock at the election of each stockholder. In accordance with Treasury regulations and published guidance issued by the Internal Revenue Service, a publicly offered RIC may treat distributions of its own stock as counting towards its RIC distribution requirements if each stockholder may elect to receive his, her, or its entire distribution in either cash or stock of the RIC. The IRS has issued a revenue procedure indicating that this rule will apply if the total amount of cash to be distributed is not less than 20% of the total distribution. Under the revenue procedure, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the shareholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions that are payable in part in shares of our stock, U.S. stockholders receiving such distributions generally will be required to include the full amount of the distribution (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits. As a result, a U.S. stockholder may be required to pay tax with respect to such distributions in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. federal tax with respect to such distributions, including in respect of all or a portion of such distributions that are payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on such distributions, it may put downward pressure on the trading price of shares of our stock.
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Distributions in excess of our current and accumulated profits and earnings would be treated first as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated as a capital gain. The determination of the tax attributes of our distributions will be made annually as of the end of our fiscal year based upon our taxable income for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of our distributions for a full year. Each year, a statement on Form 1099-DIV identifying the source of the distribution will be sent to our U.S. stockholders of record. Our board of directors presently intends to declare and pay quarterly dividends. Our ability to pay dividends could be affected by future business performance, liquidity, capital needs, alternative investment opportunities and loan covenants.
The tax character of distributions declared and paid in 2022 is described in Note 12 to our consolidated financial statements.
Stock Performance Graph
This graph compares the stockholder return on our common stock from December 31, 2017 to December 31, 2022 with that of the Russell 2000 Financial Services Index and the Standard & Poor’s 500 Total Return Stock Index. This graph assumes that on December 31, 2017, $100 was invested in our common stock, the Russell 2000 Financial Services Index, and the Standard & Poor’s 500 Total Return Stock Index. The graph also assumes the reinvestment of all cash dividends prior to any tax effect. The graph and other information furnished under this Part II Item 5 of this Annual Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act. The stock price performance included in the below graph is not necessarily indicative of future stock performance.
The following table shows our outstanding classes of securities as of December 31, 2022:
(a) Title of Class |
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(b) Amount Authorized |
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(c) Amount Held by us or for Our Account |
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d) Amount Outstanding Exclusive of Amounts Shown Under (c) |
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Common Stock |
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SBA Debentures |
$ |
325.0 million |
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(1) |
— |
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$ |
153.0 million |
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Credit Facility |
$ |
100.0 million |
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— |
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$ |
— |
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Notes |
$ |
250.0 million |
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— |
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$ |
250.0 million |
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Fees and Expenses
The following table is intended to assist you in understanding the costs and expenses that an investor in an offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever there is a reference to fees or expenses paid by “you,” “us,” “the Company” or “Fidus,” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in us.
Stockholder transaction expenses: |
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Sales load (as a percentage of offering price) |
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(1) |
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Offering Expenses born by us (as a percentage of offering price) |
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(2) |
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Dividend reinvestment plan expenses |
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(3) |
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Total stockholder transaction expenses paid by us (as a percentage of offering price) |
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(4) |
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Annual expenses (as a percentage of net assets attributable to common stock) (5): |
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Base management fee |
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% |
(6) |
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Incentive fees payable under Investment Advisory Agreement |
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% |
(7) |
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Interest payments on borrowed funds |
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% |
(8) |
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Other expenses |
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% |
(9) |
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Total annual expenses, before base management fee waiver |
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% |
(10) |
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Base management fee waiver |
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( |
%) |
(11) |
Total annual expenses, net of base management fee waiver |
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% |
(12) |
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The incentive fee consists of two parts:
The first, payable quarterly in arrears, equals 20.0% of our pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets, (including interest that is accrued but not yet received in cash), subject to a 2.0% quarterly (8.0% annualized) hurdle rate and a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, our investment advisor receives no incentive fee until our pre-incentive fee net investment income equals the hurdle rate of 2.0% but then receives, as a “catch-up,” 100.0% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.5%. The effect of this provision is that, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, our investment advisor will receive 20.0% of our pre-incentive fee net investment income as if a hurdle rate did not apply.
The second part, payable annually in arrears, equals 20.0% of our realized capital gains net of realized capital losses and unrealized capital depreciation, if any, on a cumulative basis from inception through the end of the fiscal year (or upon the termination of the Investment Advisory Agreement, as of the termination date), less the aggregate amount of any previously paid capital gain incentive fees. In accordance with U.S. GAAP, we accrue the capital gains incentive fee in our consolidated financial statements considering the fair value of investments on that date (i.e., the amount of fee which would be payable under a hypothetical liquidation based on the fair value of investments as of that date), which differs from the calculation of the amount payable in cash by the inclusion of unrealized capital appreciation.
See Item 1. “Business — Management and Other Agreements—Investment Advisory Agreement.”
61
Example
The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in us. In calculating the following expense amounts, we have assumed we would have no additional leverage, that none of our assets are cash or cash equivalents and that our annual operating expenses would remain at the levels set forth in the table above. Transaction expenses are not included in the following example.
|
1 year
|
3 years
|
5 years
|
10 years
|
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return |
$ |
$ |
$ |
$ |
You would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return resulting entirely from net realized capital gains (all of which is subject to our incentive fee on capital gains) |
$ 119 |
$ 333 |
$ 515 |
$ 866 |
The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. Assuming a 5.0% annual return, the incentive fee under the Investment Advisory Agreement would either not be payable or have an insignificant impact on the expense amounts shown above. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all distributions at net asset value, if our board of directors authorizes and we declare a cash dividend, participants in our dividend reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock, determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the distribution. See “Part II, Item 5” for additional information regarding our dividend reinvestment plan.
This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown.
Recent Sales of Unregistered Securities
We did not engage in any sales of unregistered securities during the fiscal year ended December 31, 2022.
Issuer Purchases of Equity Securities
We have an open market stock repurchase program (the “Stock Repurchase Program”) under which we may acquire up to $5.0 million of our outstanding common stock. Under the Stock Repurchase Program, we may, but are not obligated to, repurchase outstanding common stock in the open market from time to time provided that we comply with the prohibitions under our insider trading policies and the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended, including certain price, market value and timing constraints. The timing, manner, price and amount of any share repurchases will be determined by our management, in its discretion, based upon the evaluation of economic and market conditions, stock price, capital availability, applicable legal and regulatory requirements and other corporate considerations. On October 31, 2022, the Board extended the Stock Repurchase Program through December 31, 2023, or until the approved dollar amount has been used to repurchase shares. The Stock Repurchase Program does not require us to repurchase any specific number of shares and the Company cannot assure that any shares will be repurchased under the Stock Repurchase Program. The Stock Repurchase Program may be suspended, extended, modified, or discontinued at any time. During the year ended December 31, 2020, we repurchased 25,719 shares of common stock on the open market for $0.3 million. We did not make any repurchases of common stock during the years ended December 31, 2022 and 2021. Refer to Note 9 to our consolidated financial statements for additional information concerning stock repurchases.
Item 6. Reserved
62
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Selected Consolidated Financial Data,” FIC’s consolidated financial statements and related notes appearing elsewhere in this annual report on Form 10-K (“Annual Report”). The information contained in this section contains forward-looking statements that involve risk and uncertainties. Please see “Risk Factors” and “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.
Except as otherwise specified, references to “we,” “us,” “our,” “Fidus” and “FIC” refer to Fidus Investment Corporation and its consolidated subsidiaries.
Overview
General and Corporate Structure
We provide customized debt and equity financing solutions to lower middle-market companies, which we define as U.S. based companies having revenues between $10.0 million and $150.0 million. Our investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments. Our investment strategy includes partnering with business owners, management teams and financial sponsors by providing customized financing for ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. We seek to maintain a diversified portfolio of investments in order to help mitigate the potential effects of adverse economic events related to particular companies, regions or industries.
FIC was formed as a Maryland corporation on February 14, 2011. We completed our initial public offering, or IPO, in June 2011. On June 20, 2011, FIC acquired all of the limited partnership interests of Fund I and membership interests of Fidus Mezzanine Capital GP, LLC, its general partner, resulting in Fund I becoming our wholly-owned SBIC subsidiary. Immediately following the acquisition, we and Fund I elected to be treated as business development companies, or BDCs, under the 1940 Act and our investment activities have been managed by Fidus Investment Advisors, LLC, our investment advisor, and supervised by our board of directors, a majority of whom are independent of us. On March 29, 2013, we commenced operations of a second wholly-owned subsidiary, Fund II. On April 18, 2018, we commenced operations of a third wholly-owned subsidiary, Fund III.
Fund II and Fund III received their SBIC licenses on May 28, 2013, and March 21, 2019, respectively. We plan to continue to operate the Funds as SBICs, subject to SBA approval, and to utilize the proceeds of the sale of SBA-guaranteed debentures to enhance returns to our stockholders. As of September 9, 2019, Fund I completed a wind-down plan, relinquished its SBIC license, and can no longer issue additional SBA debentures. We have also made, and continue to make, investments directly through FIC. We believe that utilizing FIC and the Funds as investment vehicles provides us with access to a broader array of investment opportunities.
We have certain wholly-owned subsidiaries (the “Taxable Subsidiaries”) that have elected to be treated as corporations for U.S. federal income tax purposes and are thus subject to U.S. federal income tax at corporate rates, each of which generally holds one or more of our portfolio investments listed on the consolidated schedules of investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that our consolidated financial statements reflect our investment in the portfolio company investments owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit us to hold equity investments in portfolio companies that are taxed as partnerships for U.S. federal income tax purposes (such as entities organized as limited liability companies (“LLCs”) or other forms of pass through entities) while complying with the “source-of-income” requirements contained in the RIC tax provisions. The Taxable Subsidiaries are not consolidated with us for U.S. federal corporate income tax purposes, and each Taxable Subsidiary will be subject to U.S. federal corporate income tax on its taxable income. Any such income or expense is reflected in the consolidated statements of operations.
63
Revenues
We generate revenue in the form of interest and fee income on debt investments and dividends, if any, on equity investments. Our debt investments, whether in the form of second lien, subordinated or first lien loans, typically have terms of five to seven years and most bear interest at fixed or variable rates. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity dates, which may include prepayment penalties. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity may reflect the proceeds of sales of securities. In some cases, our investments provide for deferred interest payments or PIK interest. The principal amount of debt investments and any accrued but unpaid interest generally become due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, amendment, or structuring fees and fees for providing managerial assistance. Debt investment origination fees, OID and market discount or premium, if any, are capitalized, and we accrete or amortize such amounts into interest income. We record prepayment penalties on debt investments as fee income when earned. Interest and dividend income is recorded on the accrual basis to the extent that we expect to collect such amounts. Interest is accrued daily based on the outstanding principal amount and the contractual terms of the debt investment. Dividend income is recorded as dividends are declared or at the point an obligation exists for the portfolio company to make a distribution, and is generally recognized when received. Distributions of earnings from portfolio companies are evaluated to determine if the distribution is a distribution of earnings or a return of capital. Distributions of earnings are included in dividend income while a return of capital is recorded as a reduction in the cost basis of the investment. Estimates are adjusted as necessary after the relevant tax forms are received from the portfolio company. Debt investments or preferred equity investments (for which we are accruing PIK dividends) are placed on non-accrual status when principal, interest or dividend payments become materially past due, or when there is reasonable doubt that principal, interest or dividends will be collected. Interest and dividend payments received on non-accrual investments may be recognized as interest or dividend income or may be applied to the investment principal balance based on management’s judgment. Non-accrual investments are restored to accrual status when past due principal, interest or dividends are paid and, in management’s judgment, payments are likely to remain current. See “Critical Accounting Policies and Use of Estimates – Revenue Recognition.”
We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the cost basis of the investment, without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
Expenses
All investment professionals of the Investment Advisor and/or its affiliates, when and to the extent engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses allocable to personnel who provide these services to us, are provided and paid for by the Investment Advisor and not by us. We bear all other out-of-pocket costs and expenses of our operations and transactions, including, without limitation, those relating to:
|
• |
|
organization; |
|
• |
|
calculating our net asset value (including the cost and expenses of any independent valuation firm); |
|
• |
|
fees and expenses incurred by our investment advisor under the Investment Advisory Agreement or payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments, including “dead deal” costs; |
|
• |
|
interest payable on debt, if any, incurred to finance our investments; |
|
• |
|
offerings of our common stock and other securities; |
|
• |
|
investment advisory fees and management fees; |
|
• |
|
administration fees and expenses, if any, payable under the Administration Agreement (including payments under the Administration Agreement between us and our investment advisor based upon our allocable portion of our investment advisor’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our officers, including our chief compliance officer, our chief financial officer, and their respective staffs); |
|
• |
|
transfer agent, dividend agent and custodial fees and expenses; |
|
• |
|
federal and state registration fees; |
|
• |
|
all costs of registration and listing our shares on any securities exchange; |
|
• |
|
U.S. federal, state and local taxes; |
|
• |
|
Independent Directors’ fees and expenses; |
|
• |
|
costs of preparing and filing reports or other documents required by the SEC or other regulators including printing costs; |
|
• |
|
costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs; |
|
• |
|
our allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; |
64
|
• |
|
direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; |
|
• |
|
proxy voting expenses; and |
|
• |
|
all other expenses reasonably incurred by us or our investment advisor in connection with administering our business. |
Portfolio Composition, Investment Activity and Yield
During the years ended December 31, 2022 and 2021, we invested $333.8 million and $346.7 million, respectively, in debt and equity investments, including 19 and 19 new portfolio companies, respectively. During the years ended December 31, 2022 and 2021, we received proceeds from sales or repayments, including principal, return of capital dividends and net realized gains (losses), of $194.0 million and $472.8 million, respectively, including exits of twelve and eleven portfolio companies, respectively. The following table summarizes investment purchases and sales and repayments of investments by type for the years ended December 31, 2022 and 2021 (dollars in millions).
|
|
Purchases of Investments |
|
|
|
Sales and Repayments of Investments |
|
|
||||||||||||||||||||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
||||||||||||||||||||
First Lien Debt(1) |
|
$ |
189.1 |
|
|
|
56.7 |
% |
|
|
$ |
244.6 |
|
|
|
70.6 |
% |
|
|
$ |
87.6 |
|
|
|
45.1 |
% |
|
|
$ |
75.1 |
|
|
|
15.9 |
% |
|
Second Lien Debt |
|
|
68.0 |
|
|
|
20.3 |
|
|
|
|
72.2 |
|
|
|
20.9 |
|
|
|
|
23.8 |
|
|
|
12.3 |
|
|
|
|
250.8 |
|
|
|
53.0 |
|
|
Subordinated Debt |
|
|
66.6 |
|
|
|
20.0 |
|
|
|
|
16.4 |
|
|
|
4.7 |
|
|
|
|
2.0 |
|
|
|
1.0 |
|
|
|
|
88.2 |
|
|
|
18.7 |
|
|
Equity |
|
|
10.1 |
|
|
|
3.0 |
|
|
|
|
13.3 |
|
|
|
3.8 |
|
|
|
|
78.7 |
|
|
|
40.6 |
|
|
|
|
58.7 |
|
|
|
12.4 |
|
|
Warrants |
|
|
— |
|
|
|
— |
|
|
|
|
0.1 |
|
|
|
— |
|
|
|
|
1.9 |
|
|
|
1.0 |
|
|
|
|
— |
|
|
|
— |
|
|
Total |
|
$ |
333.8 |
|
|
|
100.0 |
% |
|
|
$ |
346.6 |
|
|
|
100.0 |
% |
|
|
$ |
194.0 |
|
|
|
100.0 |
% |
|
|
$ |
472.8 |
|
|
|
100.0 |
% |
|
(1) For the years ended December 31, 2022 and 2021, includes unitranche securities, which account for 36.5% and 62.4% of purchases, respectively. For the years ended December 31, 2022 and 2021, includes unitranche securities, which account for 25.9% and 11.5% of repayments, respectively.
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. As of December 31, 2022, 43 portfolio companies’ debt investments 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. Overall, the portfolio had net unrealized appreciation of $31.6 million as of December 31, 2022. 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.
As of December 31, 2021, the fair value of our investment portfolio totaled $719.1 million and consisted of 70 active portfolio companies and eight portfolio companies that have sold their underlying operations. As of December 31, 2021, 32 portfolio companies’ debt investments bore interest at a variable rate, which represented $376.0 million, or 68.4%, of our debt investment portfolio on a fair value basis, and the remainder of our debt investment portfolio was comprised of fixed rate investments. Overall, the portfolio had net unrealized appreciation of $97.3 million as of December 31, 2021. As of December 31, 2021, our average active portfolio company investment at amortized cost was $8.8 million, which excludes investments in the eight portfolio companies that have sold their underlying operations.
The weighted average yield on debt investments as of December 31, 2022 and 2021 was 13.8% and 12.3%, respectively. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yields were computed using the effective interest rates for debt investments at cost as of December 31, 2022 and 2021, including the accretion of OID and debt investment origination fees, but excluding investments on non-accrual status, if any.
The following table shows the portfolio composition by investment type at fair value and cost and as a percentage of total investments (dollars in millions):
|
|
Fair Value |
|
|
|
Cost |
|
|
||||||||||||||||||||||||||||
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
||||||||||||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
||||||||||||||||||||
First Lien Debt(1) |
|
$ |
456.1 |
|
|
|
53.0 |
% |
|
|
$ |
354.9 |
|
|
|
49.4 |
% |
|
|
$ |
453.6 |
|
|
|
54.7 |
% |
|
|
$ |
353.3 |
|
|
|
56.8 |
% |
|
Second Lien Debt |
|
|
182.9 |
|
|
|
21.3 |
|
|
|
|
158.8 |
|
|
|
22.1 |
|
|
|
|
213.7 |
|
|
|
25.8 |
|
|
|
|
168.6 |
|
|
|
27.1 |
|
|
Subordinated Debt |
|
|
101.5 |
|
|
|
11.8 |
|
|
|
|
36.1 |
|
|
|
5.0 |
|
|
|
|
100.6 |
|
|
|
12.1 |
|
|
|
|
36.0 |
|
|
|
5.8 |
|
|
Equity |
|
|
117.7 |
|
|
|
13.7 |
|
|
|
|
166.1 |
|
|
|
23.1 |
|
|
|
|
57.9 |
|
|
|
7.0 |
|
|
|
|
60.6 |
|
|
|
9.8 |
|
|
Warrants |
|
|
2.1 |
|
|
|
0.2 |
|
|
|
|
3.2 |
|
|
|
0.4 |
|
|
|
|
2.9 |
|
|
|
0.4 |
|
|
|
|
3.3 |
|
|
|
0.5 |
|
|
Total |
|
$ |
860.3 |
|
|
|
100.0 |
% |
|
|
$ |
719.1 |
|
|
|
100.0 |
% |
|
|
$ |
828.7 |
|
|
|
100.0 |
% |
|
|
$ |
621.8 |
|
|
|
100.0 |
% |
|
(1) Includes unitranche investments, which account for 42.1% and 43.4% of our portfolio on a fair value and cost basis as of December 31, 2022, respectively. Includes unitranche investments, which account for 40.2% and 46.3% of our portfolio on a fair value and cost basis as of December 31, 2021, respectively.
65
The following table shows portfolio composition by geographic region at fair value and cost and as a percentage of total investments (dollars in millions). The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business.
|
|
Fair Value |
|
|
|
Cost |
|
|
||||||||||||||||||||||||||||
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
||||||||||||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
||||||||||||||||||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Midwest |
|
$ |
180.6 |
|
|
|
21.0 |
% |
|
|
$ |
157.2 |
|
|
|
21.9 |
% |
|
|
$ |
132.2 |
|
|
|
16.0 |
% |
|
|
$ |
89.9 |
|
|
|
14.5 |
% |
|
Southeast |
|
|
265.9 |
|
|
|
31.0 |
|
|
|
|
220.0 |
|
|
|
30.6 |
|
|
|
|
258.4 |
|
|
|
31.1 |
|
|
|
|
197.4 |
|
|
|
31.7 |
|
|
Northeast |
|
|
127.4 |
|
|
|
14.8 |
|
|
|
|
126.6 |
|
|
|
17.6 |
|
|
|
|
134.9 |
|
|
|
16.3 |
|
|
|
|
127.8 |
|
|
|
20.6 |
|
|
West |
|
|
151.5 |
|
|
|
17.6 |
|
|
|
|
105.9 |
|
|
|
14.7 |
|
|
|
|
161.9 |
|
|
|
19.5 |
|
|
|
|
100.1 |
|
|
|
16.1 |
|
|
Southwest |
|
|
122.5 |
|
|
|
14.2 |
|
|
|
|
109.4 |
|
|
|
15.2 |
|
|
|
|
128.9 |
|
|
|
15.6 |
|
|
|
|
106.6 |
|
|
|
17.1 |
|
|
Canada |
|
|
12.4 |
|
|
|
1.4 |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
12.4 |
|
|
|
1.5 |
|
|
|
|
— |
|
|
|
— |
|
|
Total |
|
$ |
860.3 |
|
|
|
100.0 |
% |
|
|
$ |
719.1 |
|
|
|
100.0 |
% |
|
|
$ |
828.7 |
|
|
|
100.0 |
% |
|
|
$ |
621.8 |
|
|
|
100.0 |
% |
|
The following table shows the detailed industry composition of our portfolio at fair value and cost as a percentage of total investments:
|
|
Fair Value |
|
|
Cost |
|
|
||||||||||
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
||||
Name |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
||||
Information Technology Services |
|
|
33.3 |
% |
|
|
27.0 |
% |
|
|
35.4 |
% |
|
|
30.6 |
% |
|
Business Services |
|
|
12.2 |
|
|
|
13.3 |
|
|
|
12.2 |
|
|
|
14.3 |
|
|
Healthcare Products |
|
|
10.5 |
|
|
|
11.2 |
|
|
|
5.8 |
|
|
|
3.6 |
|
|
Specialty Distribution |
|
|
6.4 |
|
|
|
8.0 |
|
|
|
5.6 |
|
|
|
8.2 |
|
|
Component Manufacturing |
|
|
5.7 |
|
|
|
4.1 |
|
|
|
6.1 |
|
|
|
4.0 |
|
|
Aerospace & Defense Manufacturing |
|
|
5.7 |
|
|
|
7.9 |
|
|
|
5.4 |
|
|
|
8.4 |
|
|
Transportation Services |
|
|
5.5 |
|
|
|
2.9 |
|
|
|
5.6 |
|
|
|
3.3 |
|
|
Building Products Manufacturing |
|
|
4.7 |
|
|
|
3.7 |
|
|
|
5.5 |
|
|
|
4.8 |
|
|
Promotional Products |
|
|
3.0 |
|
|
|
3.1 |
|
|
|
3.0 |
|
|
|
4.1 |
|
|
Environmental Industries |
|
|
2.5 |
|
|
|
3.0 |
|
|
|
2.6 |
|
|
|
3.5 |
|
|
Healthcare Services |
|
|
2.5 |
|
|
|
3.6 |
|
|
|
2.5 |
|
|
|
4.2 |
|
|
Retail |
|
|
2.4 |
|
|
|
1.6 |
|
|
|
3.9 |
|
|
|
1.8 |
|
|
Consumer Products |
|
|
1.6 |
|
|
|
2.6 |
|
|
|
1.7 |
|
|
|
3.0 |
|
|
Oil & Gas Services |
|
|
1.5 |
|
|
|
2.9 |
|
|
|
1.6 |
|
|
|
0.5 |
|
|
Utilities: Services |
|
|
1.3 |
|
|
|
1.9 |
|
|
|
1.4 |
|
|
|
1.8 |
|
|
Industrial Cleaning & Coatings |
|
|
1.2 |
|
|
|
1.5 |
|
|
|
1.6 |
|
|
|
2.1 |
|
|
Restaurants |
|
|
— |
|
(1) |
|
— |
|
(1) |
|
0.1 |
|
|
|
0.1 |
|
|
Utility Equipment Manufacturing |
|
|
— |
|
|
|
1.5 |
|
|
|
— |
|
|
|
1.4 |
|
|
Vending Equipment Manufacturing |
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
|
|
0.3 |
|
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
(1) Percentage is less than 0.1% of respective total.
Portfolio Asset Quality
In addition to various risk management and monitoring tools, the Investment Advisor uses an internally developed investment rating system to characterize and monitor the credit profile and our expected level of returns on each investment in our portfolio. We use a five-level numeric rating scale. The following is a description of the conditions associated with each investment rating:
|
• |
|
Investment Rating 1 is used for investments that involve the least amount of risk in our portfolio. The portfolio company is performing above expectations, the debt investment is expected to be paid in the near term and the trends and risk factors are favorable, and may include an expected capital gain on the equity investment. |
66
|
• |
|
Investment Rating 2 is used for investments that involve a level of risk similar to the risk at the time of origination. The portfolio company is performing substantially within our expectations and the risk factors are neutral or favorable. Each new portfolio investment enters our portfolio with Investment Rating 2. |
|
• |
|
Investment Rating 3 is used for investments performing below expectations and indicates the investment’s risk has increased somewhat since origination. The portfolio company requires closer monitoring, but we expect a full return of principal and collection of all interest and/or dividends. |
|
• |
|
Investment Rating 4 is used for investments performing materially below expectations and the risk has increased materially since origination. The investment has the potential for some loss of investment return, but we expect no loss of principal. |
|
• |
|
Investment Rating 5 is used for investments performing substantially below our expectations and the risks have increased substantially since origination. We expect some loss of principal. |
We also have observed, and continue to observe, supply chain disruptions, labor and resource shortages, commodity inflation, elements of financial market instability (including rapidly rising interest rates), an uncertain economic outlook for the United States (which may include a recession), and elements of geopolitical instability (including the ongoing war in Ukraine and U.S. and China relations). In the event that the U.S. economy enters into a protracted recession, it is possible that the results of certain U.S. middle market companies could experience deterioration. We are closely monitoring the effect of such market volatility may have on our portfolio companies and our investment activities. We also are maintaining close communications with our portfolio companies and have also increased oversight of credits in vulnerable industries to mitigate any decline in loan performance and reduce credit risk.
The following table shows the distribution of our investments on the 1 to 5 investment rating scale at fair value and cost as of December 31, 2022 and 2021 (dollars in millions):
|
|
Fair Value |
|
|
|
Cost |
|
|
||||||||||||||||||||||||||||
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
||||||||||||||||||||
Investment Rating |
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
||||||||||||||||||||
1 |
|
$ |
84.4 |
|
|
|
9.8 |
% |
|
|
$ |
119.8 |
|
|
|
16.7 |
% |
|
|
$ |
26.9 |
|
|
|
3.2 |
% |
|
|
$ |
19.1 |
|
|
|
3.1 |
% |
|
2 |
|
|
699.4 |
|
|
|
81.3 |
|
|
|
|
566.7 |
|
|
|
78.8 |
|
|
|
|
682.9 |
|
|
|
82.4 |
|
|
|
|
556.1 |
|
|
|
89.4 |
|
|
3 |
|
|
73.9 |
|
|
|
8.6 |
|
|
|
|
31.7 |
|
|
|
4.4 |
|
|
|
|
94.4 |
|
|
|
11.4 |
|
|
|
|
40.4 |
|
|
|
6.5 |
|
|
4 |
|
|
0.3 |
|
|
|
— |
|
|
|
|
0.9 |
|
|
|
0.1 |
|
|
|
|
1.6 |
|
|
|
0.2 |
|
|
|
|
3.0 |
|
|
|
0.5 |
|
|
5 |
|
|
2.3 |
|
|
|
0.3 |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
22.9 |
|
|
|
2.8 |
|
|
|
|
3.2 |
|
|
|
0.5 |
|
|
Total |
|
$ |
860.3 |
|
|
|
100.0 |
% |
|
|
$ |
719.1 |
|
|
|
100.0 |
% |
|
|
$ |
828.7 |
|
|
|
100.0 |
% |
|
|
$ |
621.8 |
|
|
|
100.0 |
% |
|
Based on our investment rating system, the weighted average rating of our portfolio as of December 31, 2022 and 2021 was 2.0 and 1.9, respectively, on a fair value basis and 2.2 and 2.1, respectively, on a cost basis.
Non-Accrual
As of December 31, 2022 and December 31, 2021, we had debt investments in four and one portfolio companies, respectively on non-accrual status (dollars in millions):
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
|
||||||||||
|
|
Fair |
|
|
|
|
|
Fair |
|
|
|
|
|
||||
Portfolio Company |
|
Value |
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
||||
EBL, LLC (EbLens) |
|
$ |
— |
|
|
$ |
9.3 |
|
|
$ |
— |
|
(1) |
$ |
— |
|
(1) |
US GreenFiber, LLC |
|
|
— |
|
(2) |
|
5.2 |
|
(2) |
|
— |
|
(2) |
|
5.2 |
|
(2) |
K2 Merger Agreement Agent, LLC (fka K2 Industrial Services, Inc.) |
|
|
2.1 |
|
|
|
2.4 |
|
|
|
— |
|
(1) |
|
— |
|
(1) |
Allredi, LLC (fka Marco Group International OpCo, LLC) |
|
|
8.2 |
|
|
|
10.3 |
|
|
|
— |
|
(1) |
|
— |
|
(1) |
Total |
|
$ |
10.3 |
|
|
$ |
27.2 |
|
|
$ |
— |
|
|
$ |
5.2 |
|
|
(1) Portfolio company debt investment was not on non-accrual status as of December 31, 2021.
(2) Portfolio company was on PIK-only non-accrual status at period end, meaning the Company has ceased recognizing PIK interest income on the investment.
Discussion and Analysis of Results of Operations
Comparison of fiscal years ended December 31, 2022, 2021, and 2020
Investment Income
Below is a summary of the changes in total investment income for the years ended December 31, 2022, 2021, and 2020, as well as a comparison of those periods year-over-year (dollars in millions, percent change calculated based on underlying dollar amounts in thousands):
67
|
|
Years Ended December 31, |
|
|
2022 vs. 2021 |
|
|
2021 vs. 2020 |
|
|||||||||||||||||||
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|
% Change (1) |
|
|
$ Change |
|
|
% Change (1) |
|
|||||||
Interest income |
|
$ |
82.3 |
|
|
$ |
73.1 |
|
|
$ |
73.5 |
|
|
$ |
9.2 |
|
|
|
12.7 |
% |
|
$ |
(0.4 |
) |
|
|
(0.6 |
%) |
Payment-in-kind interest income |
|
|
1.7 |
|
|
|
4.3 |
|
|
|
4.7 |
|
|
|
(2.6 |
) |
|
|
(61.3 |
%) |
|
|
(0.4 |
) |
|
|
(7.9 |
%) |
Dividend income |
|
|
1.6 |
|
|
|
2.6 |
|
|
|
2.4 |
|
|
|
(1.0 |
) |
|
|
(38.7 |
%) |
|
|
0.2 |
|
|
|
6.8 |
% |
Fee income |
|
|
8.0 |
|
|
|
10.4 |
|
|
|
4.5 |
|
|
|
(2.4 |
) |
|
|
(23.5 |
%) |
|
|
5.9 |
|
|
|
132.2 |
% |
Interest on idle funds |
|
|
0.5 |
|
|
|
- |
|
|
|
- |
|
|
|
0.5 |
|
|
NM |
|
|
|
- |
|
|
NM |
|
||
Total investment income |
|
$ |
94.1 |
|
|
$ |
90.4 |
|
|
$ |
85.1 |
|
|
$ |
3.7 |
|
|
|
4.1 |
% |
|
$ |
5.3 |
|
|
|
6.3 |
% |
(1) NM = Not meaningful
(2) Percent change calculated based on underlying dollar amounts in thousands as presented on the consolidated statements of operations.
For the year ended December 31, 2022, total investment income was $94.1 million, an increase of $3.7 million or 4.1%, from the $90.4 million of total investment income for the year ended December 31, 2021. As reflected in the table above, the increase is primarily attributable to the following:
For the year ended December 31, 2021, total investment income was $90.4 million, an increase of $5.3 million or 6.3%, from the $85.1 million of total investment income for the year ended December 31, 2020. As reflected in the table above, the increase is primarily attributable to the following:
Expenses
Below is a summary of the changes in total expenses, including income tax provision, for the years ended December 31, 2022, 2021, and 2020, as well as a comparison of those periods year-over-year (dollars in millions, percent change calculated based on underlying dollar amounts in thousands):
|
|
Years Ended December 31, |
|
|
2022 vs. 2021 |
|
|
2021 vs. 2020 |
|
|||||||||||||||||||
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
$ Change |
|
|
% Change (1) |
|
|
$ Change |
|
|
% Change (1) |
|
|||||||
Interest and financing expenses |
|
$ |
18.7 |
|
|
$ |
19.2 |
|
|
$ |
19.7 |
|
|
$ |
(0.5 |
) |
|
|
(2.6 |
%) |
|
$ |
(0.5 |
) |
|
|
(2.6 |
%) |
Base management fee |
|
|
14.6 |
|
|
|
12.9 |
|
|
|
12.9 |
|
|
|
1.7 |
|
|
|
13.2 |
% |
|
|
- |
|
|
NM |
|
|
Incentive fee - income |
|
|
8.3 |
|
|
|
10.3 |
|
|
|
9.0 |
|
|
|
(2.0 |
) |
|
|
(19.0 |
%) |
|
|
1.3 |
|
|
|
14.7 |
% |
Incentive fee - capital gains |
|
|
(0.4 |
) |
|
|
18.2 |
|
|
|
(1.7 |
) |
|
|
(18.6 |
) |
|
|
(102.4 |
%) |
|
|
19.9 |
|
|
|
(1180.5 |
%) |
Administrative service expenses |
|
|
1.9 |
|
|
|
1.7 |
|
|
|
1.7 |
|
|
|
0.2 |
|
|
|
10.6 |
% |
|
|
- |
|
|
NM |
|
|
Professional fees |
|
|
2.5 |
|
|
|
1.9 |
|
|
|
2.6 |
|
|
|
0.6 |
|
|
|
29.7 |
% |
|
|
(0.7 |
) |
|
|
(27.6 |
%) |
Other general and administrative expenses |
|
|
0.9 |
|
|
|
0.8 |
|
|
|
0.8 |
|
|
|
0.1 |
|
|
|
13.6 |
% |
|
|
- |
|
|
NM |
|
|
Total expenses before base management and income incentive fee waivers |
|
|
46.5 |
|
|
|
65.0 |
|
|
|
45.0 |
|
|
|
(18.5 |
) |
|
|
(28.5 |
%) |
|
|
20.0 |
|
|
|
44.3 |
% |
Base management and income incentive fee waivers |
|
|
(0.3 |
) |
|
|
(0.2 |
) |
|
|
(0.4 |
) |
|
|
(0.1 |
) |
|
|
71.6 |
% |
|
|
0.2 |
|
|
|
(58.4 |
%) |
Total expenses, net of base management and incentive fee waivers |
|
|
46.2 |
|
|
|
64.8 |
|
|
|
44.6 |
|
|
|
(18.6 |
) |
|
|
(28.8 |
%) |
|
|
20.2 |
|
|
|
45.3 |
% |
Income tax provision |
|
|
1.4 |
|
|
|
0.5 |
|
|
|
0.9 |
|
|
|
0.9 |
|
|
|
177.4 |
% |
|
|
(0.4 |
) |
|
|
(41.0 |
%) |
Total expenses, including income tax provision |
|
$ |
47.6 |
|
|
$ |
65.3 |
|
|
$ |
45.5 |
|
|
$ |
(17.7 |
) |
|
|
(27.2 |
%) |
|
$ |
19.8 |
|
|
|
43.7 |
% |
(1) NM = Not meaningful
(2) Percent change calculated based on underlying dollar amounts in thousands as presented on the consolidated statements of operations.
68
For the year ended December 31, 2022, total expenses, including 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. As reflected in the table above, the decrease is primarily attributable to the following:
For the year ended December 31, 2021, total expenses, including income tax provision, were $65.3 million, an increase of $19.8 million or 43.7%, from the $45.5 million of total expenses, including income tax provision, for the year ended December 31, 2020. As reflected in the table above, the increase is primarily attributable to the following:
Net Investment Income
Net investment income was $46.5 million, $25.1 million, and $39.6 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Net investment income increased by $21.4 million, or 85.3%, during fiscal 2022 as compared to fiscal 2021, as a result of the $17.7 million decrease in total expenses, including the base management fee waivers and income tax provision and the $3.7 million increase in total investment income.
Net investment income decreased by $14.5 million, or 36.6%, during fiscal 2021 as compared to fiscal 2020, as a result of the $19.8 million increase in total expenses, including the base management and income incentive fee waiver and income tax provision, partially offset by the $5.3 million increase in total investment income.
Net Gain (Loss) on Investments
For the year ended December 31, 2022, the total net realized gain/(loss) on investments, before income tax (provision)/benefit, was $65.6 million. Income tax (provision)/benefit from realized gains on investments was $(1.8) million for the year ended December 31, 2022. We realize a gain/(loss) on our equity investments primarily when we either sell our equity investment or the underlying portfolio company is sold. Significant realized gains (losses) for the year ended December 31, 2022 are summarized below (dollars in millions):
69
|
|
|
|
Net Realized |
|
|
Portfolio Company |
|
Realization Event (1) |
|
Gains (Losses) |
|
|
Pfanstiehl, Inc. |
|
Partial sale of equity investment |
|
|
24.3 |
|
Pinnergy, Ltd. |
|
Sale of equity investment |
|
|
15.3 |
|
SES Investors, LLC (dba SES Foam) |
|
Exit of portfolio company |
|
|
9.0 |
|
SpendMend LLC |
|
Exit of portfolio company |
|
|
6.3 |
|
Bandon Fitness (Texas), Inc. |
|
Exit of portfolio company |
|
|
3.2 |
|
TransGo, LLC |
|
Exit of portfolio company |
|
|
1.9 |
|
Palisade Company, LLC |
|
Exit of portfolio company |
|
|
1.9 |
|
Midwest Transit Equipment, Inc. |
|
Exit of portfolio company |
|
|
1.5 |
|
The Tranzonic Companies |
|
Exit of portfolio company |
|
|
1.4 |
|
AVC Investors, LLC (dba Auveco) |
|
Exit of portfolio company |
|
|
0.8 |
|
OMC Investors, LLC (dba Ohio Medical Corporation) |
|
Exit of portfolio company |
|
|
0.7 |
|
CRS Solutions Holdings, LLC (dba CRS Texas) |
|
Sale of portfolio company |
|
|
0.4 |
|
Mirage Trailers LLC |
|
Exit of portfolio company |
|
|
0.3 |
|
Frontline Food Services, LLC |
|
Exit of portfolio company |
|
|
0.2 |
|
FDS Avionics Corp. |
|
Escrow liability release |
|
|
0.2 |
|
Mesa Line Services, LLC |
|
Exit of portfolio company |
|
|
0.2 |
|
Revenue Management Solutions, LLC |
|
Exit of portfolio company |
|
|
0.1 |
|
Pool & Electrical Products, LLC |
|
Escrow distribution |
|
|
0.1 |
|
Spectra A&D Acquisition, Inc. (fka FDS Avionics Corp.) |
|
Escrow distribution |
|
|
(0.1 |
) |
Hilco Plastics Holdings, LLC (dba Hilco Technologies) |
|
Exit of portfolio company |
|
|
(0.4 |
) |
Xeeva, Inc. |
|
Exit of portfolio company |
|
|
(1.7 |
) |
Net realized gain (loss) on investments |
|
|
|
|
65.6 |
|
Income tax (provision) benefit from realized gains on investments |
|
|
|
|
(1.8 |
) |
Net realized gain (loss), net of income tax provision, on investments |
|
|
|
$ |
63.8 |
|
(1) As it relates to realization events, we define an 'exit' of a portfolio company as situations where we have completely exited our position in all of the portfolio company's securities and no longer carry the portfolio company on our consolidated schedule of investments. We define a 'sale' of a portfolio company, distinguished from an exit, as situations where the underlying operations of a portfolio company have been sold, but where we retain a residual ownership interest in the legacy entity (we generally distinguish these residual portfolio company investments from 'active' portfolio company investments).
For the year ended December 31, 2021, the total net realized gain/(loss) on investments, before income tax (provision)/benefit was $55.8 million. Income tax (provision)/benefit from realized gains on investments was $(2.1) million for the year ended December 31, 2021. We realize a gain/(loss) on our equity investments primarily when we either sell our equity investment or the underlying portfolio company is sold. Significant realized gains (losses) for the year ended December 31, 2021 are summarized below (dollars in millions):
|
|
|
|
Net Realized |
|
|
Portfolio Company |
|
Realization Event (1) |
|
Gains (Losses) |
|
|
Mesa Line Services, LLC |
|
Sale of portfolio company |
|
$ |
20.4 |
|
Pool & Electrical Products, LLC |
|
Sale of portfolio company |
|
|
9.1 |
|
Revenue Management Solutions, LLC |
|
Exit of portfolio company |
|
|
6.4 |
|
LNG Indy, LLC (dba Kinetrex Energy) |
|
Exit of portfolio company |
|
|
4.6 |
|
Worldwide Express Operations, LLC |
|
Sale of portfolio company |
|
|
3.0 |
|
BCM One Group Holdings, Inc. |
|
Sale of portfolio company |
|
|
2.5 |
|
Wheel Pros, Inc. |
|
Exit of portfolio company |
|
|
2.0 |
|
Alzheimer's Research and Treatment Center, LLC |
|
Exit of portfolio company |
|
|
1.8 |
|
Allied 100 Group, Inc. |
|
Exit of portfolio company |
|
|
1.8 |
|
Software Technology, LLC |
|
Exit of portfolio company |
|
|
1.4 |
|
Specialized Elevator Services Holdings, LLC |
|
Exit of portfolio company |
|
|
1.3 |
|
Spectra A&D Acquisition, Inc. (fka FDS Avionics Corp.) |
|
Sale of portfolio company |
|
|
1.0 |
|
Rohrer Corporation |
|
Exit of portfolio company |
|
|
0.9 |
|
B&B Roadway and Security Solutions, LLC |
|
Sale of portfolio company |
|
|
0.2 |
|
Fiber Materials, Inc. |
|
Exit of portfolio company |
|
|
0.1 |
|
New Era Technology, Inc. |
|
Exit of portfolio company |
|
|
0.1 |
|
Pugh Lubricants, LLC |
|
Sale of portfolio company |
|
|
0.1 |
|
Hilco Plastics Holdings, LLC (dba Hilco Technologies) |
|
Exit of portfolio company |
|
|
(0.9 |
) |
Net realized gain (loss) on investments |
|
|
|
|
55.8 |
|
Income tax provision from realized gains on investments |
|
|
|
|
(2.1 |
) |
Net realized gain (loss), net of income tax provision, on investments |
|
|
|
$ |
53.7 |
|
(1) As it relates to realization events, we define an 'exit' of a portfolio company as situations where we have completely exited our position in all of the portfolio company's securities and no longer carry the portfolio company on our consolidated schedule of investments. We define a 'sale' of a portfolio company, distinguished from an exit, as situations where the underlying operations of a portfolio company have been sold, but where we retain a residual ownership interest in the legacy entity (we generally distinguish these residual portfolio company investments from 'active' portfolio company investments).
70
For the year ended December 31, 2020, the total net realized gain/(loss) on investments, before income tax (provision)/benefit was $(1.0) million. Income tax (provision)/benefit from realized gains on investments was $(0.6) million for the year ended December 31, 2020. We realize a gain/(loss) on our equity investments primarily when we either sell our equity investment or the underlying portfolio company is sold. For the year ended December 31, 2020, we sold 50% of our equity investments in 20 portfolio companies and realized a net gain of approximately $20.3 million as further summarized below. Significant realized gains (losses) for the year ended December 31, 2020 are summarized below (dollars in millions):
|
|
|
|
Net Realized |
|
|
Portfolio Company |
|
Realization Event (1) |
|
Gains (Losses) |
|
|
Pfanstiehl, Inc. |
|
Sold 50% of equity investment |
|
$ |
12.8 |
|
Fiber Materials, Inc. |
|
Sale of portfolio company |
|
|
9.7 |
|
Microbiology Research Associates, Inc. |
|
Exit of portfolio company |
|
|
1.7 |
|
Medsurant Holdings, LLC |
|
Sold 50% of equity investment |
|
|
1.7 |
|
Revenue Management Solutions, LLC |
|
Sold 50% of equity investment |
|
|
1.5 |
|
Worldwide Express Operations, LLC |
|
Sold 50% of equity investment |
|
|
1.1 |
|
Gurobi Optimization, LLC |
|
Sold 50% of equity investment |
|
|
1.0 |
|
ControlScan, Inc. |
|
Exit of portfolio company |
|
|
1.0 |
|
Pugh Lubricants, LLC |
|
Exit of portfolio company |
|
|
0.9 |
|
Hub Acquisition Sub, LLC (dba Hub Pen) |
|
Sold 50% of equity investment |
|
|
0.6 |
|
Global Plasma Solutions, Inc. |
|
Sale of equity investment |
|
|
0.5 |
|
Midwest Transit Equipment, Inc. |
|
Sold 50% of equity investment |
|
|
0.5 |
|
Pinnergy, Ltd. |
|
Sale of equity investment |
|
|
0.3 |
|
Alzheimer's Research and Treatment Center, LLC |
|
Sold 50% of equity investment |
|
|
0.3 |
|
Hoonuit, LLC |
|
Exit of portfolio company |
|
|
0.2 |
|
BCM One Group Holdings, Inc. |
|
Sold 50% of equity investment |
|
|
0.2 |
|
Software Technology, LLC |
|
Sold 50% of equity investment |
|
|
0.2 |
|
LNG Indy, LLC (dba Kinetrex Energy) |
|
Sold 50% of equity investment |
|
|
0.2 |
|
New Era Technology, Inc. |
|
Escrow distribution |
|
|
0.1 |
|
Wheel Pros, Inc. |
|
Sold 50% of equity investment |
|
|
0.1 |
|
Apex Microtechnology, Inc. |
|
Escrow distribution |
|
|
0.1 |
|
Allied 100 Group, Inc. |
|
Sold 50% of equity investment |
|
|
0.1 |
|
Restaurant Finance Co, LLC |
|
Escrow distribution |
|
|
0.1 |
|
Vanguard Dealer Services, L.L.C. |
|
Escrow distribution |
|
|
0.1 |
|
Allredi, LLC (fka Marco Group International OpCo, LLC) |
|
Sold 50% of equity investment |
|
|
0.1 |
|
Other |
|
|
|
|
0.1 |
|
Palisade Company, LLC |
|
Sold 50% of equity investment |
|
|
(0.1 |
) |
Frontline Food Services, LLC |
|
Write-off of debt and equity investments |
|
|
(36.1 |
) |
Net realized gain (loss) on investments |
|
|
|
|
(1.0 |
) |
Income tax provision from realized gains on investments |
|
|
|
|
(0.6 |
) |
Net realized gain (loss), net of income tax provision, on investments |
|
|
|
$ |
(1.6 |
) |
(1) As it relates to realization events, we define an 'exit' of a portfolio company as situations where we have completely exited our position in all of the portfolio company's securities and no longer carry the portfolio company on our consolidated schedule of investments. We define a 'sale' of a portfolio company, distinguished from an exit, as situations where the underlying operations of a portfolio company have been sold, but where we retain a residual ownership interest in the legacy entity (we generally distinguish these residual portfolio company investments from 'active' portfolio company investments).
During the years ended December 31, 2022, 2021, and 2020, we recorded a net change in unrealized appreciation (depreciation) on investments attributable to the following (dollars in millions):
|
|
Year Ended December 31, |
|
|||||||||
Unrealized Appreciation (Depreciation) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
Exit, sale or restructuring of investments |
|
$ |
(60.1 |
) |
|
$ |
(9.0 |
) |
|
$ |
(0.8 |
) |
Fair value adjustments to debt investments |
|
|
(20.8 |
) |
|
|
(5.5 |
) |
|
|
(27.8 |
) |
Fair value adjustments to equity investments |
|
|
15.2 |
|
|
|
56.0 |
|
|
|
22.0 |
|
Net change in unrealized appreciation (depreciation) |
|
$ |
(65.7 |
) |
|
$ |
41.5 |
|
|
$ |
(6.6 |
) |
Net Increase in Net Assets Resulting From Operations
Net increase in net assets resulting from operations was $35.8 million, $116.1 million, and $31.2 million for the years ended December 31, 2022, 2021, and 2020, respectively, as a result of the events described above.
71
Liquidity and Capital Resources
As of December 31, 2022, we had $62.4 million in cash and cash equivalents and our net assets totaled $480.3 million. We believe that our current cash and cash equivalents on hand, our Credit Facility, our continued access to SBA-guaranteed debentures, and our anticipated cash flows from investments will provide adequate capital resources with which to operate and finance our investment business and make distributions to our stockholders for at least the next 12 months. We intend to generate additional cash primarily from the future offerings of securities (including the ATM Program) and future borrowings, as well as cash flows from operations, including income earned from investments in our portfolio companies. On both a short-term and long-term basis, our primary use of funds will be investments in portfolio companies and cash distributions to our stockholders. In light of current market conditions, we will continually evaluate our overall liquidity position and take proactive steps to maintain that position based on the current circumstances. This "Financial Liquidity and Capital Resources" section should be read in conjunction with the notes of our consolidated financial statements.
Cash Flows
For the year ended December 31, 2022, we experienced a net decrease in cash and cash equivalents in the amount of $(107.1) million. During that period, we used $(105.5) million of cash from operating activities, which included proceeds received from sales and repayments of investments of $194.0 million, which were offset by the funding of $333.8 million of investments. During the same period, we received proceeds from the issuances of SBA debentures of $76.0 million, which were partially offset by repayments of SBA debentures of $30.0 million, net proceeds from the ATM Program of $5.8 million, cash dividends paid to stockholders of $49.1 million, and the payment of deferred financing costs related to our debt financings of $3.5 million.
For the year ended December 31, 2021, we experienced a net increase in cash and cash equivalents in the amount of $45.1 million. During that period, we were provided $167.9 million of cash from operating activities, which included proceeds received from sales and repayments of investments of $472.8 million, which were partially offset by the funding of $346.7 million of investments. During the same period, we received proceeds from the issuances of SBA debentures of $23.5 million and proceeds from the issuance of our November 2026 Notes (as defined below) of $125.0 million; which were partially offset by repayments of Public Notes (as defined below) of $182.3 million, repayments of SBA debentures of $63.5 million, cash dividends paid to stockholders of $39.1 million, and the payment of deferred financing costs related to our debt financings of $4.0 million.
For the year ended December 31, 2020, we experienced a net increase in cash and cash equivalents in the amount of $109.3 million. During that period, we were provided $56.0 million of cash from operating activities, which included proceeds received from sales and repayments of investments of $210.8 million, which were partially offset by the funding of $190.0 million of investments. During the same period, we received proceeds from the issuances of SBA debentures of $6.0 million and proceeds from the issuance of our February 2026 Notes of $125.0 million; which were partially offset by repayments of SBA debentures of $16.5 million, net repayments of $25.0 million from borrowings under our Credit Facility, cash dividends paid to stockholders of $32.5 million, and the payment of deferred financing costs related to our debt financings of $3.4 million and repurchases of common stock under the Stock Repurchase Program (as defined below) of $0.3 million.
Capital Resources
We anticipate that we will continue to fund our investment activities on a long-term basis through a combination of additional debt and equity capital.
SBA Debentures
The Funds are licensed to operate as SBICs, and have the ability to issue debentures guaranteed by the SBA at favorable interest rates. Under the SBA regulations, an SBIC can have outstanding at any time debentures guaranteed by the SBA in an amount up to twice its regulatory capital. The SBA regulations currently limit the amount that is available to be borrowed by any SBIC and guaranteed by the SBA to 300.0% of an SBIC’s regulatory capital or $175.0 million, whichever is less. For two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350.0 million. SBA debentures have fixed interest rates that approximate prevailing 10-year Treasury Note rates plus a spread and have a maturity of ten years with interest payable semi-annually. The principal amount of the SBA debentures is not required to be paid before maturity but may be pre-paid at any time. As of December 31, 2022, Fund II and Fund III had $40.0 million and $113.0 million of outstanding SBA debentures, respectively. Subject to SBA regulatory requirements and approval, Fund III may access up to $62.0 million of additional SBA debentures under the SBIC debenture program. For more information on the SBA debentures, please refer to Note 6 to our consolidated financial statements.
72
Credit Facility
On June 16, 2014, we entered into a senior secured revolving credit agreement (the "Credit Agreement" and the senior secured revolving credit facility, the “Credit Facility”) with ING Capital LLC (“ING”), as the administrative agent, collateral agent, and lender. The Credit Facility is secured by certain portfolio investments held by us, but portfolio investments held by the Funds are not collateral for the Credit Facility. On April 24, 2019, we entered into an Amended & Restated Senior Secured Revolving Credit Agreement (the “Amended Credit Agreement”) among us, as borrower, the lenders party thereto, and ING, as administrative agent. On June 26, 2020, we entered into an amendment on the Amended Credit Agreement that, among other changes, modified certain financial covenants. On August 17, 2022, the Company entered into a second amendment to the Amended Credit Agreement (“Second Amendment”). The Second Amendment, among other things: (i) changed the underlying benchmark used to compute interest under the Amended Credit Agreement to the Secured Overnight Financing Rate (SOFR) from the London Interbank Offered Rate (LIBOR); (ii) reduced the applicable margin from 3.00% to 2.675% on SOFR loans prior to satisfying certain step-down conditions, and from 2.675% to 2.50% after satisfying certain step-down conditions, with commensurate reductions in the applicable margins for base rate loans; (iii) provided for a loan commitment availability period ending on August 17, 2026; (iv) extended the maturity date to August 17, 2027 from April 24, 2023; and (v) amended certain financial covenants, including (a) amending the asset coverage ratio to no less than 1.50 to 1.00 from no less than 2.00 to 1.00 (on a regulatory basis); and (b) requiring the Company to maintain a senior asset coverage ratio of no less than 2.00 to 1.00.
We pay a commitment fee that varies depending on the size of the unused portion of the Credit Facility: 2.500% to 2.675% per annum on the unused portion of the Credit Facility at or below 35% of the commitments and 0.50% per annum on any remaining unused portion of the Credit Facility between the total commitments and the 35% minimum utilization. The Credit Facility is secured by a first priority security interest in all of our assets, excluding the assets of our SBIC subsidiaries.
Amounts available to borrow under the Credit Facility are subject to a minimum borrowing/collateral base that applies an advance rate to certain investments held by us, excluding investments held by the Funds. We are subject to limitations with respect to the investments securing the Credit Facility, including, but not limited to, restrictions on sector concentrations, loan size, payment frequency and status and collateral interests, as well as restrictions on portfolio company leverage, which may also affect the borrowing base and therefore amounts available to borrow.
We have made customary representations and warranties and we are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. These covenants are subject to important limitations and exceptions that are described in the documents governing the Credit Facility. As of December 31, 2022, we were in compliance with all covenants of the Credit Facility and there were no borrowings outstanding under the Credit Facility.
Notes
On February 2, 2018, we closed the public offering of approximately $
On February 8, 2019, we closed the public offering of approximately $
On October 16, 2019, we closed the public offering of approximately $
73
On December 23, 2020, we closed the offering of $
On October 8, 2021, we closed the offering of $
Each of the Notes are unsecured obligations and rank pari passu with our existing and future unsecured indebtedness; effectively subordinated to all of our existing and future secured indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities we may form in the future, with respect to claims on the assets of any such subsidiaries, financing vehicles, or similar facilities.
Secured Borrowing
As of December 31, 2022 the carrying value of secured borrowings totaled $16.9 million and the fair value of the associated loans included in investments was $16.9 million. As of December 31, 2021, the carrying value of secured borrowings totaled $17.6 million and the fair value of the associated loans included in investments was $17.5 million. These secured borrowings were created as a result of our completion of partial loan sales of certain unitranche loan assets that did not meet the definition of a “participating interest.” As a result, sale treatment was not permitted and these partial loan sales were treated as secured borrowings. The weighted average interest rate on our secured borrowings was approximately 7.786% and 4.392% as of December 31, 2022 and 2021, respectively.
As of December 31, 2022, the weighted average stated interest rates for our SBA debentures and Notes were 3.479% and 4.125%, respectively. As of December 31, 2022, we had $100.0 million of unutilized commitment under our Credit Facility and we were subject to a 1.200% fee on such amount. As of December 31, 2022, the weighted average stated interest rate on total debt outstanding was 4.037%.
As a BDC, we are generally required to meet an asset coverage ratio of at least 150.0% (defined as the ratio which the value of our consolidated total assets, less all consolidated liabilities and indebtedness not represented by senior securities, bears to the aggregate amount of senior securities representing indebtedness), which includes borrowings and any preferred stock we may issue in the future. This requirement limits the amount that we may borrow. On April 29, 2019, our Board, including a majority of the non-interested directors, approved a minimum asset coverage ratio of 150% under Sections 18(a)(1) and 18(a)(2) of the 1940 Act. As a result, we are subject to the 150% asset coverage ratio effective as of April 29, 2020. We have received exemptive relief from the U.S. Securities and Exchange Commission (“SEC”) to allow us to exclude the senior securities issued by the Funds from the definition of senior securities in the 150% asset coverage requirement applicable to the Company under the 1940 Act, which, in turn, will enable us to fund more investments with debt capital.
As a BDC, we are generally not permitted to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if the Board, including the Independent Directors, determines that such sale is in the best interests of us and our stockholders, and if our stockholders approve such sale. On June 29, 2022, our stockholders voted to allow us to sell or otherwise issue common stock at a price below net asset value per share for a period of one year ending on the earlier of June 29, 2023 or the date of our 2023 Annual Meeting of Stockholders. We expect to present to our stockholders a similar proposal at our 2023 Annual Meeting of Stockholders. Our stockholders specified that the cumulative number of shares sold in each offering during the one-year period ending on the earlier of June 29, 2023 or the date of our 2023 Annual Meeting of Stockholders may not exceed 25.0% of our outstanding common stock immediately prior to each such sale.
74
Stock Repurchase Program
We have an open market stock repurchase program (the “Stock Repurchase Program”) under which we may acquire up to $5.0 million of our outstanding common stock. Under the Stock Repurchase Program, we may, but are not obligated to, repurchase outstanding common stock in the open market from time to time provided that we comply with the prohibitions under our insider trading policies and the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended, including certain price, market value and timing constraints. The timing, manner, price and amount of any share repurchases will be determined by our management, in its discretion, based upon the evaluation of economic and market conditions, stock price, capital availability, applicable legal and regulatory requirements and other corporate considerations. On October 31, 2022, the Board extended the Stock Repurchase Program through December 31, 2023, or until the approved dollar amount has been used to repurchase shares. The Stock Repurchase Program does not require us to repurchase any specific number of shares and we cannot assure that any shares will be repurchased under the Stock Repurchase Program. The Stock Repurchase Program may be suspended, extended, modified or discontinued at any time. We did not make any repurchases of common stock during the years ended December 31, 2022 and 2021. During the year ended December 31, 2020, the Company repurchased 25,719 shares, of common stock on the open market for $0.3 million. Refer to Note 8 to our consolidated financial statements for additional information concerning stock repurchases.
Critical Accounting Policies and Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions affecting amounts reported in the financial statements. We have identified investment valuation, revenue recognition, and transfers of financial assets as our most critical accounting policies and estimates. We continuously evaluate our policies and estimates, including those related to the matters described 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 Portfolio Investments
As a BDC, we report our assets and liabilities at fair value at all times consistent with GAAP and the 1940 Act. Accordingly, we are required to periodically determine the fair value of all of our portfolio investments.
Our investments generally consist of illiquid securities including debt and equity investments in lower middle-market companies. Investments for which market quotations are readily available are valued at such market quotations. Because we expect that there will not be a readily available market for substantially all of the investments in our portfolio, we value substantially all of our portfolio investments at fair value as determined in good faith by our board of directors using a documented valuation policy and consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the difference could be material.
With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
|
• |
|
our quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of the Investment Advisor responsible for the portfolio investment; |
|
• |
|
preliminary valuation conclusions are then documented and discussed with the investment committee of the Investment Advisor; |
|
• |
|
the Board engages one or more independent valuation firm(s) to conduct independent appraisals of a selection of our portfolio investments for which market quotations are not readily available. Each portfolio company investment is generally appraised by the valuation firm(s) at least once every calendar year and each new portfolio company investment is appraised at least once in the twelve-month period following the initial investment. In certain instances, we may determine that it is not cost-effective, and as a result it is not in our stockholders’ best interest, to request the independent appraisal of certain portfolio company investments. Such instances include, but are not limited to, situations where we determine that the fair value of the portfolio company investment is relatively insignificant to the fair value of the total portfolio. |
|
• |
|
the Board consulted with the independent third-party valuation firm(s) in arriving at our determination of fair value for 16 and 17 of our portfolio company investments representing 29.5% and 21.8% of the total portfolio investments at fair value (exclusive of new portfolio company investments made during the three months ended December 31, 2022 and 2021, respectively) as of December 31, 2022 and 2021, respectively; |
|
• |
|
the audit committee of the Board reviews the preliminary valuations of the Investment Advisor and of the independent valuation firm(s) and responds and supplements the valuation recommendations to reflect any comments; and |
|
• |
|
the Board discusses the valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of the Investment Advisor, the independent valuation firm(s) and the audit committee. |
75
In making the good faith determination of the value of portfolio investments, we start with the cost basis of the security. The transaction price is typically the best estimate of fair value at inception. When evidence supports a subsequent change to the carrying value from the original transaction price, adjustments are made to reflect the expected exit values.
Consistent with the policies and methodologies adopted by the Board, we perform detailed valuations of our debt and equity investments, including an analysis on the Company’s unfunded debt investment commitments, using both the market and income approaches as appropriate. Under the market approach, we typically use the enterprise value methodology to determine the fair value of an investment. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values, from which we derive a single estimate of enterprise value. Under the income approach, we typically prepare and analyze discounted cash flow models to estimate the present value of future cash flows of either an individual debt investment or of the underlying portfolio company itself.
We evaluate investments in portfolio companies using the most recent portfolio company financial statements and forecasts. We also consult with the portfolio company’s senior management to obtain further updates on the portfolio company’s performance, including information such as industry trends, new product development and other operational issues.
For our debt investments, the primary valuation technique used to estimate the fair value is the discounted cash flow method. However, if there is deterioration in credit quality or a debt investment is in workout status, we may consider other methods in determining the fair value, including the value attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. Our discounted cash flow models estimate a range of fair values by applying an appropriate discount rate to the future cash flow streams of our debt investments, based on future interest and principal payments as set forth in the associated debt investment agreements. We prepare a weighted average cost of capital for use in the discounted cash flow model for each investment, based on factors, including, but not limited to: current pricing and credit metrics for similar proposed or executed investment transactions of private companies; the portfolio company’s historical financial results and outlook; and the portfolio company’s current leverage and credit quality as compared to leverage and credit quality as of the date the investment was made. We may also consider the following factors when determining the fair value of debt investments: the portfolio company’s ability to make future scheduled payments; prepayment penalties and other fees; estimated remaining life; the nature and realizable value of any collateral securing such debt investment; and changes in the interest rate environment and the credit markets that generally may affect the price at which similar investments may be made. We estimate the remaining life of our debt investments to generally be the legal maturity date of the instrument, as we generally intend to hold debt investments to maturity. However, if we have information available to us that the debt investment is expected to be repaid in the near term, we would use an estimated remaining life based on the expected repayment date.
For our equity investments, including equity securities and warrants, we generally use a market approach, including valuation methodologies consistent with industry practice, to estimate the enterprise value of portfolio companies. Typically, the enterprise value of a private company is based on multiples of EBITDA, net income, revenues, or in limited cases, book value. In estimating the enterprise value of a portfolio company, we analyze various factors consistent with industry practice, including but not limited to original transaction multiples, the portfolio company’s historical and projected financial results, applicable market trading and transaction comparables, applicable market yields and leverage levels, the nature and realizable value of any collateral, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public.
We may also utilize an income approach when estimating the fair value of our equity securities, either as a primary methodology if consistent with industry practice or if the market approach is otherwise not applicable, or as a supporting methodology to corroborate the fair value ranges determined by the market approach. We typically prepare and analyze discounted cash flow models based on projections of the future free cash flows (or earnings) of the portfolio company. We consider various factors, including but not limited to the portfolio company’s projected financial results, applicable market trading and transaction comparables, applicable market yields and leverage levels, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public.
Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainties with respect to the possible effect of such valuations, and any changes in such valuations, on the consolidated financial statements.
Revenue Recognition
Investments and related investment income. Realized gains or losses on investments are recorded upon the sale or disposition of a portfolio investment and are calculated as the difference between the net proceeds from the sale or disposition and the cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation on the consolidated statements of operations includes changes in the fair value of investments from the prior period, as determined by the Board through the application of our valuation policy, as well as reclassifications of any prior period unrealized appreciation or depreciation on exited investments to realized gains or losses on investments.
76
Interest and dividend income. Interest and dividend income are recorded on the accrual basis to the extent that we expect to collect such amounts. Interest is accrued daily based on the outstanding principal amount and the contractual terms of the debt. Dividend income is recorded as dividends are declared or at the point an obligation exists for the portfolio company to make a distribution, and is generally recognized when received. Distributions from portfolio companies are evaluated to determine if the distribution is a distribution of earnings or a return of capital. Distributions of earnings are included in dividend income while a return of capital is recorded as a reduction in the cost basis of the investment. Estimates are adjusted as necessary after the relevant tax forms are received from the portfolio company.
PIK income. Certain of our investments contain a PIK income provision. The PIK income, computed at the contractual rate specified in the applicable investment agreement, is added to the principal balance of the investment, rather than being paid in cash, and recorded as interest or dividend income, as applicable, on the consolidated statements of operations. Generally, PIK can be paid-in-kind or all in cash. We stop accruing PIK income when there is reasonable doubt that PIK income will be collected. PIK income that has been contractually capitalized to the principal balance of the investment prior to the non-accrual designation date is not reserved against interest or dividend income, but rather is assessed through the valuation of the investment (with corresponding adjustments to unrealized depreciation, as applicable). PIK income is included in our taxable income and, therefore, affects the amount we are required to pay to our stockholders in the form of dividends in order to maintain our tax treatment as a RIC, even though we have not yet collected the cash.
Non-accrual. Debt investments or preferred equity investments (for which we are accruing PIK dividends) are placed on non-accrual status when principal, interest or dividend payments become materially past due, or when there is reasonable doubt that principal, interest or dividends will be collected. Any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on full non-accrual status. Interest and dividend payments received on non-accrual investments may be recognized as interest or dividend income or applied to the investment principal balance based on management’s judgment. Non-accrual investments are restored to accrual status when past due principal, interest or dividends are paid and, in management’s judgment, are likely to remain current.
Warrants. In connection with our debt investments, we will sometimes receive warrants or other equity-related securities (Warrants). We determine 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 OID and accreted into interest income using the effective interest method over the term of the debt investment. Upon the prepayment of a debt investment, any unaccreted OID is accelerated into interest income.
Fee income. All transaction fees earned in connection with our investments are recognized as fee income and are generally non-recurring. Such fees typically include fees for services, including structuring and advisory services, provided to portfolio companies. We recognize income from fees for providing such structuring and advisory services when the services are rendered or the transactions are completed. Upon the prepayment of a debt investment, any prepayment penalties are recorded as fee income when earned.
We also typically receive debt investment origination or closing fees in connection with investments. Such debt investment origination and closing fees are capitalized as unearned income and offset against investment cost basis on our consolidated statements of assets and liabilities and accreted into interest income over the term of the investment. Upon the prepayment of a debt investment, any unaccreted debt investment origination and closing fees are accelerated into interest income.
Transfers of Financial Assets
Partial loan and equity sales. We follow the guidance in ASC 860, Transfers and Servicing, when accounting for loan (debt investment) participations, equity assignments and other partial loan sales. Such guidance requires a participation, assignment or other partial loan or equity sale to meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations, assignments or other partial loan or equity sales which do not meet the definition of a participating interest should remain on our consolidated statements of assets and liabilities and the proceeds recorded as a secured borrowing until the definition is met.
Recently Issued Accounting Standard
In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820),” which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. In addition, ASU No. 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. ASU No. 2022-03’s amendments are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU No. 2022-03 on our consolidated financial statements.
77
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
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• |
|
We have entered into the Investment Advisory Agreement with Fidus Investment Advisors, LLC, as our investment advisor. Pursuant to the Investment Advisory Agreement, our investment advisor manages our day-to-day operating and investing activities. We pay our investment advisor a fee for its services under the Investment Advisory Agreement consisting of two components — a base management fee and an incentive fee. See Note 5 to our consolidated financial statements. |
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• |
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Fidus Group Holdings, LLC (“Holdings”), a limited liability company organized under the laws of Delaware, is the parent company of Fidus Investment Advisors. Edward H. Ross, our Chairman and Chief Executive Officer, and Thomas C. Lauer, our President, are managers of Holdings. |
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• |
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We entered into the Administration Agreement with Fidus Investment Advisors, LLC to provide us with the office facilities and administrative services necessary to conduct day-to-day operations. See Note 5 to our consolidated financial statements. |
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• |
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We entered into a license agreement with Fidus Partners, LLC, pursuant to which Fidus Partners, LLC has granted us a non-exclusive, royalty-free license to use the name “Fidus.”
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|
• |
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On February 25, 2020, the Company entered into a Limited Partnership Agreement (the “Agreement”) with Fidus Equity Fund I, L.P. (“FEF I”). Pursuant to the Agreement, we will serve as the General Partner of FEF I. Owned by third-party investors, FEF I was formed to purchase 50% of select equity investments from us. On February 25, 2020, we sold 50% of our equity investments in 20 portfolio companies to FEF I and received net proceeds of $35.9 million, resulting in a realized gain, net of estimated taxes, of approximately $20.4 million. We will not receive any fees from FEF I for any services provided in our capacity as the General Partner of FEF I.
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• |
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The Investment Advisor, in consultation with the Board, agreed to voluntarily waive $0.4 of the income incentive fee for the year ended December 31, 2020. There was no income incentive fee waiver for the years ended December 31, 2022 and 2021.
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• |
|
The Investment Advisor, in consultation with the Board, agreed to voluntarily waive $0.3 million and $0.2 million of the base management fees on any assets accounted for as secured borrowings as defined under GAAP for the years ended December 31, 2022 and 2021, respectively.
|
In connection with the IPO and our election to be regulated as a BDC, we applied for and received exemptive relief from the SEC on March 27, 2012 to allow us to take certain actions that would otherwise be prohibited by the 1940 Act, as applicable to BDCs. Effective June 30, 2014, pursuant to exemptive relief from the SEC, we are permitted to exclude the senior securities issued by Fund II and Fund III from the definition of senior securities in the asset coverage requirement applicable to the Company under the 1940 Act.
While we may co-invest with investment entities managed by the Investment Advisor or its affiliates, to the extent permitted by the 1940 Act and the rules and regulations thereunder, the 1940 Act imposes significant limits on co-investment. On January 4, 2017, the SEC staff has granted us relief sought in an exemptive order that expands our ability to co-invest in portfolio companies with other funds managed by the Investment Advisor or its affiliates (“Affiliated Funds”) in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with certain conditions (the “Order”). Pursuant to the Order, we are permitted to co-invest with our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) or the Independent Directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching by us or our stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. However, neither we nor our affiliates are obligated to invest or co-invest when investment opportunities are referred to us or them.
In addition, we and our Investment Advisor have each adopted a joint code of ethics pursuant to Rule 17j-1 under the 1940 Act that governs the conduct of our and the Investment Advisor’s officers, directors and employees. Additionally, the Investment Advisor has adopted a code of ethics pursuant to Rule 204A-1 under the Advisers Act of 1940, as amended, and in accordance with Rule 17j-1(c) under the 1940 Act. We have also adopted a code of business conduct that is applicable to all officers, directors and employees of Fidus and our Investment Advisor. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.
Recent Developments
On February 15, 2023, our Board declared a regular quarterly dividend of $0.41 per share, a supplemental dividend of $0.15 per share, and a special dividend of $0.10 per share, each payable on March 29, 2023 to stockholders of record as of March 22, 2023.
78
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.
79
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including changes in interest rates. Changes in interest rates affect both our cost of funding and the valuation of our investment portfolio. 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 and limits by means of reliable administrative and information systems and other policies and programs. The prices of securities held by us may decline in response to certain events, including those directly involving the companies in which we invest and conditions affecting the general economy, including: the impact of COVID-19 and any new variants 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 volatility, including the decommissioning of LIBOR and rising interest rates.
In the future, our investment income may also be affected by changes in various interest rates, including the decommissioning of LIBOR and changes in alternate rates and prime rates, to the extent of any debt investments that include floating interest rates. Since March 2022, the Federal Reserve has been rapidly raising interest rates and has indicated that it would consider additional rate hikes in response to ongoing inflation concerns. In a rising interest rate environment, 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. It is possible that the Federal Reserve's tightening cycle could result the United States into a recession, which would likely decrease interest rates. 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 base rates, such as LIBOR and SOFR are not offset by a corresponding increase in the spread over such base rate that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to such base rate. More recently, the Federal Reserve has indicated that it would likely raise interest rates in March 2022 in response to an increase in inflation. See Item 1A. “Risk Factors – Changes in interest rates will affect our cost of capital and net investment income”, “Risk Factors – Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies, which may, in turn, impact the valuation of such portfolio companies”, and “Risk Factors – Changes relating to the discontinuation LIBOR may adversely affect the value of our portfolio of LIBOR-indexed, floating-rate debt securities.
As of December 31, 2022 and 2021, 43 and 32 portfolio companies’ debt investments, respectively, bore interest at a variable rate, which represented $522.9 million and $376.0 million of our portfolio on a fair value basis, respectively, and the remainder of our debt portfolio was comprised entirely of fixed rate investments. Our pooled SBA debentures and our Notes bear interest at fixed rates. Our Credit Facility bears interest, at our election, at a rate per annum equal to (a) 2.675% on SOFR loans prior to satisfying certain step-down conditions (or 2.50% after satisfying certain step-down conditions, with commensurate reductions in the applicable margins for base rate loans). We pay a commitment fee that varies depending on the size of the unused portion of the Credit Facility: 2.500% to 2.675% per annum on the unused portion of the Credit Facility at or below 35% of the commitments and 0.50% per annum on any remaining unused portion of the Credit Facility between the total commitments and the 35% minimum utilization. The Credit Agreement relating to the Credit Facility contains certain covenants, including a minimum asset coverage ratio of 1.50 to 1.00 (on a regulatory basis) and a senior asset coverage ratio of no less than 2.00 to 1.00. The Credit Facility is secured by a first priority security interest in all of our assets, excluding the assets of our SBIC subsidiaries.
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 market 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.
The following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of December 31, 2022 (dollars in millions):
80
|
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Interest Income |
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Interest Expense |
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|
|
|
|
|
|||||
|
|
|
Increase |
|
|
Increase |
|
|
Net Increase |
|
|
Net Investment |
|
|||||
Basis Point Increase (Decrease) |
|
|
(Decrease) (1) (2) |
|
|
(Decrease) (4) |
|
|
(Decrease) |
|
|
Income (3) |
|
|||||
|
(200 |
) |
|
$ |
(10.7 |
) |
|
$ |
(0.3 |
) |
|
$ |
(10.4 |
) |
|
$ |
(8.3 |
) |
|
(150 |
) |
|
|
(8.0 |
) |
|
|
(0.2 |
) |
|
|
(7.8 |
) |
|
|
(6.2 |
) |
|
(100 |
) |
|
|
(5.3 |
) |
|
|
(0.2 |
) |
|
|
(5.1 |
) |
|
|
(4.1 |
) |
|
(50 |
) |
|
|
(2.7 |
) |
|
|
(0.1 |
) |
|
|
(2.6 |
) |
|
|
(2.1 |
) |
|
50 |
|
|
|
2.7 |
|
|
|
0.1 |
|
|
|
2.6 |
|
|
|
2.1 |
|
|
100 |
|
|
|
5.4 |
|
|
|
0.2 |
|
|
|
5.2 |
|
|
|
4.2 |
|
|
150 |
|
|
|
8.1 |
|
|
|
0.3 |
|
|
|
7.8 |
|
|
|
6.2 |
|
|
200 |
|
|
|
10.7 |
|
|
|
0.4 |
|
|
|
10.3 |
|
|
|
8.2 |
|
|
250 |
|
|
|
13.4 |
|
|
|
0.4 |
|
|
|
13.0 |
|
|
|
10.4 |
|
|
300 |
|
|
|
16.1 |
|
|
|
0.5 |
|
|
|
15.6 |
|
|
|
12.5 |
|
(1) |
Certain of our variable rate debt investments have a LIBOR, SOFR, or PRIME interest rate floor, which lessens the impact of decreases in interest rates. |
(2) |
Interest income calculated assuming three-month LIBOR rate, three-month SOFR rate, and the PRIME rate as of December 31, 2022. |
(3) |
Includes the impact of income incentive fee at 20.0% on net increase (decrease) in net interest. |
(4) |
As of December 31, 2022, we did not have any borrowings outstanding under our Credit Facility. |
81
Item 8. Consolidated Financial Statements and Supplementary Data.
Index to Consolidated Financial Statements
82
Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors of
Fidus Investment Corporation and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of Fidus Investment Corporation and Subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes, which include the senior securities table, to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 and 2021, by correspondence with the custodians, portfolio companies or agents or by other appropriate procedures where replies from custodians, portfolio companies or agents were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of level 3 investments
As discussed in Notes 2 and 4 to the consolidated financial statements, the Company measures substantially all of its investments at fair value using unobservable inputs and assumptions as there is no readily available market value. Due to the use of unobservable inputs in determining fair value, these investments are classified as level 3 within the fair value hierarchy and total $860,019 thousand as of December 31, 2022.
We identified the valuation of level 3 investments as a critical audit matter because of certain significant assumptions management makes in determining the estimate, including the selected valuation techniques, revenue or EBITDA multiples, and discount rates. Auditing management’s valuation techniques and assumptions of revenue and EBITDA multiples and the discount rate involved a high degree of auditor judgment and increased audit effort, including the use of valuation specialists, as changes in these assumptions could have a significant impact on the fair value of the level 3 investments.
Our audit procedures related to the Company’s valuation of level 3 investments included the following, among others:
83
/s/
We have served as the Company's auditor since 2007.
March 2, 2023
84
FIDUS INVESTMENT CORPORATION
Consolidated Statements of Assets and Liabilities
(in thousands, except shares and per share data)
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December 31, |
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December 31, |
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||
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2022 |
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2021 |
|
||
ASSETS |
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|
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Investments, at fair value: |
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|
|
|
|
|
||
Control investments (cost: $ |
|
$ |
— |
|
|
$ |
|
|
Affiliate investments (cost: $ |
|
|
|
|
|
|
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Non-control/non-affiliate investments (cost: $ |
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|
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|
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Total investments, at fair value (cost: $ |
|
|
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||
Cash and cash equivalents |
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Interest receivable |
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Prepaid expenses and other assets |
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|
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Total assets |
|
$ |
|
|
$ |
|
||
LIABILITIES |
|
|
|
|
|
|
||
SBA debentures, net of deferred financing costs (Note 6) |
|
$ |
|
|
$ |
|
||
Notes, net of deferred financing costs (Note 6) |
|
|
|
|
|
|
||
Borrowings under Credit Facility, net of deferred financing costs (Note 6) |
|
|
( |
) |
|
|
( |
) |
Secured borrowings |
|
|
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|
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|
||
Accrued interest and fees payable |
|
|
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|
|
|
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Base management fee payable, net of base management fee waiver – due to affiliate |
|
|
|
|
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|
||
Income incentive fee payable – due to affiliate |
|
|
|
|
|
|
||
Capital gains incentive fee payable – due to affiliate |
|
|
|
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|
||
Administration fee payable and other – due to affiliate |
|
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|
||
Taxes payable |
|
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|
|
|
|
||
Accounts payable and other liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|||
NET ASSETS |
|
|
|
|
|
|
||
Common stock, $ |
|
|
|
|
|
|
||
issued and outstanding at December 31, 2022 and December 31, 2021, respectively) |
|
$ |
|
|
$ |
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Total distributable earnings |
|
|
|
|
|
|
||
Total net assets |
|
|
|
|
|
|
||
Total liabilities and net assets |
|
$ |
|
|
$ |
|
||
Net asset value per common share |
|
$ |
|
|
$ |
|
||
See Notes to Consolidated Financial Statements.
85
FIDUS INVESTMENT CORPORATION
Consolidated Statements of Operations
(in thousands, except shares and per share data)
|
|
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|
|
|
|
|
|
|
|
|
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|
|||
|
|
Years Ended December 31, |
|
|
||||||||||||
|
|
2022 |
|
|
2021 |
|
|
2020 |
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|
||||||
Investment Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Control investments |
|
$ |
|
— |
|
|
$ |
|
|
|
$ |
|
|
|
||
Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Non-control/non-affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Payment-in-kind interest income |
|
|
|
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|
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|
|
|
|
|
|
|
|||
Control investments |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||
Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Non-control/non-affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total payment-in-kind interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Dividend income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Control investments |
|
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Non-control/non-affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
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|
|||
Total dividend income |
|
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|
|
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|
|||
Fee income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Control investments |
|
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Non-control/non-affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
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|
|||
Total fee income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest on idle funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest and financing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Base management fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Incentive fee - income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Incentive fee (reversal) - capital gains |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
Administrative service expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total expenses before base management and income incentive fee waivers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Base management and income incentive fee waivers |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
Total expenses, net of base management and incentive fee waivers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net investment income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Income tax provision (benefit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net realized and unrealized gains (losses) on investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net realized gains (losses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Control investments |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
||
Affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Non-control/non-affiliate investments |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
||
Total net realized gain (loss) on investments |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
||
Income tax (provision) benefit from realized gains on investments |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
Income tax (provision) from deemed distribution of long term capital gains |
|
|
|
( |
) |
|
|
|
— |
|
|
|
|
— |
|
|
Net change in unrealized appreciation (depreciation): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Control investments |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Affiliate investments |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
Non-control/non-affiliate investments |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Total net change in unrealized appreciation (depreciation) on investments |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
Net gain (loss) on investments, including income tax (provision) benefit |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
Realized losses on extinguishment of debt |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|||
Per common share data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Net investment income per share-basic and diluted |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|||
Net increase in net assets resulting from operations per share — basic and diluted |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|||
Dividends declared per share |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|||
Weighted average number of shares outstanding — basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
See Notes to Consolidated Financial Statements.
86
FIDUS INVESTMENT CORPORATION
Consolidated Statements of Changes in Net Assets
(in thousands, except shares)
|
|
Common Stock |
|
|
|
Additional |
|
|
|
Total |
|
|
|
|
|
|
|||||||||
|
|
Number of |
|
|
|
Par |
|
|
|
paid-in |
|
|
|
distributable |
|
|
|
Total net |
|
|
|||||
|
|
shares |
|
|
|
value |
|
|
|
capital |
|
|
|
earnings |
|
|
|
assets |
|
|
|||||
Balances at December 31, 2019 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|||||
Repurchases of common stock under Stock Repurchase Program (Note 8) |
|
|
( |
) |
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
— |
|
|
|
|
( |
) |
|
Net investment income |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||
Net realized gain (loss) on investments, net of taxes |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Net unrealized appreciation (depreciation) on investments |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Realized losses on extinguishment of debt |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Dividends declared |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles |
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
— |
|
|
|
Balances at December 31, 2020 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|||||
Net investment income |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||
Net realized gain (loss) on investments, net of taxes |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||
Net unrealized appreciation (depreciation) on investments |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||
Realized losses on extinguishment of debt |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Dividends declared |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles |
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
— |
|
|
|
Balances at December 31, 2021 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|||||
Public offering of common stock, net of expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
||||
Net investment income |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||
Net realized gain (loss) on investments, net of taxes |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||
Net unrealized appreciation (depreciation) on investments |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Realized losses on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|||
Dividends declared |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
( |
) |
|
Deemed distribution of long term capital gains |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|||
Tax reclassification of stockholders’ equity in accordance with generally accepted accounting principles |
|
|
— |
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
— |
|
|
|
Balances at December 31, 2022 |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
See Notes to Consolidated Financial Statements.
87
FIDUS INVESTMENT CORPORATION
Consolidated Statements of Cash Flows
(in thousands)
|
|
Years Ended December 31, |
|
|
|||||||||
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
|||
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|||
Net increase (decrease) in net assets resulting from operations |
|
$ |
|
|
$ |
|
|
|
|
|
|||
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities: |
|
|
|
|
|
||||||||
Net change in unrealized (appreciation) depreciation on investments |
|
|
|
|
|
( |
) |
|
|
|
|
||
Net realized (gain) loss on investments |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
Interest and dividend income paid-in-kind |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Accretion of original issue discount |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Accretion of loan origination fees |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Purchase of investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from sales and repayments of investments |
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from loan origination fees |
|
|
|
|
|
|
|
|
|
|
|||
Realized losses on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|||
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
|
|
|||
Amortization of deferred equity financing costs |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|||
Interest receivable |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Prepaid expenses and other assets |
|
|
( |
) |
|
|
|
|
|
|
|
||
Accrued interest and fees payable |
|
|
|
|
|
|
|
|
( |
) |
|
||
Base management fee payable, net of base management fee waiver – due to affiliate |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
Income incentive fee payable – due to affiliate |
|
|
|
|
|
|
|
|
|
|
|||
Capital gains incentive fee (reversal) – due to (from) affiliate |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
Administration fee payable and other – due to affiliate |
|
|
( |
) |
|
|
|
|
|
|
|
||
Taxes payable |
|
|
|
|
|
|
|
|
( |
) |
|
||
Accounts payable and other liabilities |
|
|
|
|
|
|
|
|
|
|
|||
Net cash provided by (used for) operating activities |
|
|
( |
) |
|
|
|
|
|
|
|
||
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from common stock offerings, net of expenses |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
Proceeds received from SBA debentures |
|
|
|
|
|
|
|
|
|
|
|||
Repayments of SBA debentures |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Proceeds received from issuance of Notes |
|
|
— |
|
|
|
|
|
|
|
|
||
Principal payments on Notes |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Proceeds received from (repayments of) borrowings under Credit Facility, net |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Proceeds received from (repayments of) Secured Borrowings, net |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
Payment of deferred financing costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Dividends paid to stockholders, including expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Repurchases of common stock under Stock Repurchase Program |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Net cash provided by (used for) financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
|
|
|
||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|||
Beginning of period |
|
|
|
|
|
|
|
|
|
|
|||
End of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
Supplemental information and non-cash activities: |
|
|
|
|
|
|
|
|
|
|
|||
Cash payments for interest |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
Cash payments for taxes, net of tax refunds received |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
See Notes to Consolidated Financial Statements.
88
FIDUS INVESTMENT CORPORATION
Consolidated Schedule of Investments
December 31, 2022
(in thousands, except shares)
Portfolio Company (a)(b) |
|
Variable Index |
Rate (e) |
Investment |
|
Principal |
|
|
|
|
|
Fair |
|
Percent of |
|
||||
Investment Type (c) |
Industry |
Spread / Floor (d) |
Cash/PIK |
Date (f) |
Maturity |
Amount |
|
|
Cost |
|
|
Value (g) |
|
Net Assets |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Control Investments (t) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EBL, LLC (EbLens) |
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j)(y) |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
% |
|||
US GreenFiber, LLC (n) |
Building Products Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j)(y) |
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Control Investments |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
— |
|
|
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Affiliate Investments (l) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Applegate Greenfiber Intermediate Inc. (fka US GreenFiber, LLC) |
Building Products Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt (j) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Medsurant Holdings, LLC |
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warrant ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Pfanstiehl, Inc. |
Healthcare Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spectra A&D Acquisition, Inc. (fka FDS Avionics Corp.) |
Aerospace & Defense Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (k)(ag) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Steward Holding LLC (dba Steward Advanced Materials) |
Aerospace & Defense Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Affiliate Investments |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-control/Non-affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2KDirect, Inc. (dba iPromote) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (k)(at) |
|
(L + |
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||
First Lien Debt (j)(aa) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Acendre Midco, Inc. |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
First Lien Debt (j) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Revolving Loan ($ |
|
(S + |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warrant ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Aeronix Inc. |
Aerospace & Defense Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (ai) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Allredi, LLC (fka Marco Group International OpCo, LLC) |
Industrial Cleaning & Coatings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (y) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
American AllWaste LLC (dba WasteWater Transport Services) |
Environmental Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(p) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
First Lien Debt (j)(o) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
AmeriWater, LLC |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (af) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
AOM Intermediate Holdco, LLC (dba AllOver Media) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (aq) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
APM Intermediate Holdings, LLC (dba Artistic Paver Manufacturing, Inc.) |
Building Products Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (av) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Applied Data Corporation |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (k)(v) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Auto CRM LLC (dba Dealer Holdings) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (au) |
|
(P + |
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
BCM One Group Holdings, Inc. |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bedford Precision Parts LLC |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
BP Thrift Buyer, LLC (dba myUnique and Ecothrift) |
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(al) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Cardback Intermediate, LLC (dba Chargeback Gurus) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(ah) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Cardboard Box LLC (dba Anthony's Coal Fired Pizza) (ad) |
Restaurants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Choice Technology Solutions, LLC (dba Choice Merchant Solutions, LLC) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Revolving Loan ($ |
|
(S + |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
CIH Intermediate, LLC |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt (k) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Combined Systems, Inc. |
Aerospace & Defense Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
First Lien Debt |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Revolving Loan ($ |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Comply365, LLC |
Aerospace & Defense Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
CRS Solutions Holdings, LLC (dba CRS Texas) |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity (Class A Units) ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dataguise, Inc. |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Diversified Search LLC |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (k)(r) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
ECM Industries, LLC |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Education Incites, LLC (dba Acceleration Academies) |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Elements Brands, LLC |
Consumer Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revolving Loan (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Fishbowl Solutions, LLC |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (ar) |
|
(S + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Global Plasma Solutions, Inc. |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
GP&C Operations, LLC (dba Garlock Printing and Converting) |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (w) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Green Cubes Technology, LLC (dba Green Cubes) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gurobi Optimization, LLC |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Haematologic Technologies, Inc. |
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (x) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Hallmark Health Care Solutions, Inc. |
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(ae) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Healthfuse, LLC |
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hub Acquisition Sub, LLC (dba Hub Pen) |
Promotional products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (k) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
IBH Holdings, LLC (fka Inflexxion, Inc.) |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ipro Tech, LLC |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(u) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
ISI PSG Holdings, LLC (dba Incentive Solutions, Inc.) |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(aj) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
First Lien Debt (j)(an) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
K2 Merger Agreement Agent, LLC (fka K2 Industrial Services, Inc.) (n) |
Industrial Cleaning & Coatings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) (y) |
|
|
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Kyjen Company, LLC (dba Outward Hound) |
Consumer Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level Education Group, LLC (dba CE4Less) |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (ak) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
LifeSpan Biosciences, Inc. |
Healthcare Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Magenta Buyer LLC (dba Trellix) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
MBS Opco, LLC (dba Marketron) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(S + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
90
Micronics Filtration Holdings, Inc. (dba Micronics Engineered Filtration Group, Inc.) |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (k) (as) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Mobilewalla, Inc. |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Netbase Solutions, Inc. (dba Netbase Quid) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt ($ |
|
(P + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NGT Acquisition Holdings, LLC (dba Techniks Industries) |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
OnePath Systems, LLC |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (s) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Palmetto Moon, LLC |
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pinnergy, Ltd. |
Oil & Gas Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pool & Electrical Products, LLC |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Power Grid Components, Inc. |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (k) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
PowerGrid Services Acquisition, LLC |
Utilities: Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Prime AE Group, Inc. |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Quest Software US Holdings Inc. |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
(S + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
R1 Holdings, LLC (dba RoadOne IntermodaLogistics) |
Transportation services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt ($ |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Debt ($ |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Rhino Assembly Company, LLC |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (k) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity (Class A Units) ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity (Units N/A) (h)(j) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity (Class F Units) ( |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Road Safety Services, Inc. |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Sonicwall US Holdings, Inc. |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Suited Connector LLC |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Tedia Company, LLC |
Healthcare Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Revolving Loan ($ |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Delayed Draw Commitment ($ |
|
(S + |
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
||||
Subordinated Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity (Series A) ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Tiger Calcium Services Inc. (aw) |
Transportation services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) (ao) |
|
|
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
UBEO, LLC |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United Biologics, LLC |
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
Warrant ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
% |
|||
Virginia Tile Company, LLC |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Virtex Enterprises, LP |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt |
|
(S + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Western's Smokehouse, LLC |
Consumer Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(ab) |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
Delayed Draw Commitment ($ |
|
(S + |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Winona Foods, Inc. |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(am) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
First Lien Debt |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Wonderware Holdings, LLC (dba CORE Business Technologies) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (k)(z) |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Worldwide Express Operations, LLC |
Transportation services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Zonkd, LLC |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Non-control/Non-affiliate Investments |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Investments |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
% |
||||
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Money market funds (included in cash and cash equivalents) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Goldman Sachs Financial Square Treasury Obligation Institution CUSIP (38141W323) (ad) |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
% |
|||
Total money market funds |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
% |
|||
Total Investments and Money Market Funds |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
(u)
(v)
(w)
92
(x)
(y)
(z)
(aa)
(ab)
(ac)
(ad)
(ae)
(af)
(ag)
(ah)
(ai)
(aj)
(ak)
(al)
(am)
(an)
(ao)
(ap)
93
(aq)
(ar)
(as)
(at)
(au)
(av)
(aw)
(ax)
See Notes to Consolidated Financial Statements.
94
FIDUS INVESTMENT CORPORATION
Consolidated Schedule of Investments
December 31, 2021
(in thousands, except shares)
Portfolio Company (a)(b) |
|
Variable Index |
Rate (e) |
Investment |
|
Principal |
|
|
|
|
|
Fair |
|
Percent of |
|
||||
Investment Type (c) |
Industry |
Spread / Floor (d) |
Cash/PIK |
Date (f) |
Maturity |
Amount |
|
|
Cost |
|
|
Value (g) |
|
Net Assets |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Control Investments (t) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hilco Plastics Holdings, LLC (dba Hilco Technologies) (n) |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity (Units N/A) |
|
|
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
|
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mesa Line Services, LLC (n) |
Utilities: Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
US GreenFiber, LLC (n) |
Building Products Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j)(y) |
|
|
$ |
|
|
|
|
|
|
— |
|
|
|
||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Control Investments |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Affiliate Investments (l) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Applegate Greenfiber Intermediate Inc. (fka US GreenFiber, LLC) |
Building Products Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt (j) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
FAR Research Inc. (n) |
Specialty Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Medsurant Holdings, LLC |
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warrant ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Mirage Trailers LLC |
Utility Equipment Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (k) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Pfanstiehl, Inc. |
Healthcare Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pinnergy, Ltd. |
Oil & Gas Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity - Class A-2 ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Spectra A&D Acquisition, Inc. (fka FDS Avionics Corp.) |
Aerospace & Defense Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (k)(ag) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Steward Holding LLC (dba Steward Advanced Materials) |
Aerospace & Defense Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Affiliate Investments |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-control/Non-affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2KDirect, Inc. (dba iPromote) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (k) |
|
(L + |
$ |
|
|
$ |
|
|
$ |
|
|
|
|||||||
First Lien Debt (aa)(j) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Acendre Midco, Inc. |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
First Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Revolving Loan ($ |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warrant ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Aeronix Inc. |
Aerospace & Defense Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (ai) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Allredi, LLC (fka Marco Group International OpCo, LLC) |
Industrial Cleaning & Coatings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
American AllWaste LLC (dba WasteWater Transport Services) |
Environmental Industries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(p) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
First Lien Debt (j)(o) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Applied Data Corporation |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (k)(v) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Argo Turboserve Corporation |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Auto CRM LLC (dba Dealer Holdings) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(P + |
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
AVC Investors, LLC (dba Auveco) |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
B&B Roadway and Security Solutions, LLC (n) |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bandon Fitness (Texas), Inc. |
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
BCM One Group Holdings, Inc. |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
95
Bedford Precision Parts LLC |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(s) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Cardback Intermediate, LLC (dba Chargeback Gurus) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(ah) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Cardboard Box LLC (dba Anthony's Coal Fired Pizza) (aq) |
Restaurants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Combined Systems, Inc. |
Aerospace & Defense Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Revolving Loan ($ |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Comply365, LLC |
Aerospace & Defense Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (ad) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
CRS Solutions Holdings, LLC (dba CRS Texas) |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dataguise, Inc. |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Diversified Search LLC |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (k)(r) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
EBL, LLC (EbLens) |
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
ECM Industries, LLC |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Elements Brands, LLC |
Consumer Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revolving Loan ($ |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Frontline Food Services, LLC |
Vending Equipment Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred Equity (Class A Units) ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity (Class B Units) ( |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|||
Preferred Equity (Class C Units) ( |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Global Plasma Solutions, Inc. |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
GP&C Operations, LLC (dba Garlock Printing and Converting) |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (w) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Green Cubes Technology, LLC (dba Green Cubes) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gurobi Optimization, LLC |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Haematologic Technologies, Inc. |
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (x) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Hallmark Health Care Solutions, Inc. |
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(ae) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Healthfuse, LLC |
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (af) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Hub Acquisition Sub, LLC (dba Hub Pen) |
Promotional products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (k) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
IBH Holdings, LLC (fka Inflexxion, Inc.) |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ipro Tech, LLC |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(u) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
ISI PSG Holdings, LLC (dba Incentive Solutions, Inc.) |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(aj) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
First Lien Debt (j)(an) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
K2 Merger Agreement Agent, LLC (fka K2 Industrial Services, Inc.) (n) |
Industrial Cleaning & Coatings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Kyjen Company, LLC (dba Outward Hound) |
Consumer Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level Education Group, LLC (dba CE4Less) |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (ak) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
LifeSpan Biosciences, Inc. |
Healthcare Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Midwest Transit Equipment, Inc. |
Transportation services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
Warrant ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Mobilewalla, Inc. |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Netbase Solutions, Inc. (dba Netbase Quid) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (k)(ap) |
|
(P + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NGT Acquisition Holdings, LLC (dba Techniks Industries) |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
OMC Investors, LLC (dba Ohio Medical Corporation) |
Healthcare Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Palisade Company, LLC |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Palmetto Moon, LLC |
Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pool & Electrical Products, LLC (n) |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Power Grid Components, Inc. |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (k) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
PowerGrid Services Acquisition, LLC |
Utilities: Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Prime AE Group, Inc. |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Pugh Lubricants, LLC (n) |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
% |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rhino Assembly Company, LLC |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (k) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Delayed Draw Commitment ($ |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
||||
Common Equity (Class A Units) ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Equity (Units N/A) (h)(j) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity (Class W Units) ( |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Road Safety Services, Inc. |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
SES Investors, LLC (dba SES Foam) |
Building Products Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
SpendMend LLC |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Suited Connector LLC |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
TransGo, LLC |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
The Tranzonic Companies |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
UBEO, LLC |
Business Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United Biologics, LLC |
Healthcare Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred Equity ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
Warrant ( |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
% |
|||
UPG Company, LLC |
Component Manufacturing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(al) |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Virginia Tile Company, LLC |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Western's Smokehouse, LLC |
Consumer Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(ab) |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Winona Foods, Inc. |
Specialty Distribution |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j)(am) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
First Lien Debt |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Wonderware Holdings, LLC (dba CORE Business Technologies) |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt ($ |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Worldwide Express Operations, LLC |
Transportation services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
|
|||||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Equity ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
||||
Xeeva, Inc. |
Information Technology Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Lien Debt (j) |
|
(L + |
|
|
|
|
|
|
|
|
|
% |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Non-control/Non-affiliate Investments |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Investments |
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
% |
||||
(a)
(b)
(c)
(d)
(e)
(f)
(g)
97
(h)
(i)
(j)
(k)
(l) As defined in the 1940 Act, the Company is deemed to be an "Affiliated Person" of this portfolio company because it owns
(m)
(n)
(o)
(p)
(q)
(r) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of
(s)
(t)
(u)
(v)
(w)
(x)
(y)
(z)
(aa)
(ab)
(ac)
98
(ad)
(ae)
(af)
(ag)
(ah)
(ai)
(aj)
(ak) In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of
(al)
(am)
(an)
(ao)
(ap)
(aq)
See Notes to Consolidated Financial Statements.
99
Note 1. Organization and Nature of Business
Fidus Investment Corporation (“FIC,” and together with its subsidiaries, the “Company”), a Maryland corporation, operates as an externally managed, closed-end, non-diversified business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”). FIC completed its initial public offering, or IPO, in June 2011. In addition, for U.S. federal income tax purposes, the Company has elected, and intends to qualify annually, to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company provides customized debt and equity financing solutions to lower middle-market companies, and may make investments directly or through its two wholly-owned investment company subsidiaries, Fidus Mezzanine Capital II, L.P. (“Fund II”) and Fidus Mezzanine Capital III, L.P. (“Fund III”) (collectively, Fund II and Fund III are referred to as the “Funds”). The Funds are licensed by the U.S. Small Business Administration (the “SBA”) as small business investment companies (“SBIC”). The SBIC licenses allow the Funds to obtain leverage by issuing SBA-guaranteed debentures (“SBA debentures”), subject to the issuance of leverage commitments by the SBA and other customary procedures. As SBICs, the Funds are subject to regulations of and oversight by the SBA under the Small Business Investment Act of 1958, as amended (the “SBIC Act”), concerning, among other things, the size and nature of the companies in which they may invest and the structure of those investments.
We believe that utilizing both FIC and the Funds as investment vehicles provides us with access to a broader array of investment opportunities. Given our access to lower cost capital through the SBA’s SBIC debenture program, we expect that we will continue to make investments through the Funds until the earlier of the end of the Funds’ investment period, if applicable, or the Funds reach their borrowing limit under the program. For two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $
Fund II and Fund III are not registered under the 1940 Act and rely on the exclusion from the definition of investment company contained in Section 3(c)(7) of the 1940 Act.
The Company pays a quarterly base management fee and an incentive fee to Fidus Investment Advisors, LLC, our investment advisor (the “Investment Advisor” or “Fidus Investment Advisors”) under an investment advisory agreement (the “Investment Advisory Agreement”).
Note 2. Significant Accounting Policies
Basis of presentation: The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) pursuant to the requirements for reporting on Form 10-K, Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies (“ASC 946”), and Articles 6 and 10 of Regulation S-X. In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications that are necessary for the fair presentation of financial results as of and for the periods presented. Certain prior period amounts have been reclassified to conform to the current period presentation.
During fiscal year ended December 31, 2022, the Company elected to change the manner in which it presents residual investments in portfolio companies that have sold their operations and are in the process of winding down. These investments similar to escrow receivables are now included in prepaid expenses and other assets whereas previously they were included as a component of investments, at fair value, on the consolidated statements of assets and liabilities until the security was legally extinguished or relinquished. There is no change in historical net increase in net assets resulting from operations due to this change in presentation.
Use of estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Consolidation: Pursuant to Article 6 of Regulation S-X and ASC 946, the Company will generally not consolidate its investments in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. As a result, the consolidated financial statements of the Company include only the accounts of the Company and its wholly-owned subsidiaries, including the Funds. All significant intercompany balances and transactions have been eliminated.
Investment risks: The Company’s investments are subject to a variety of risks. These risks may include, but are not limited to the following:
100
Fair value of financial instruments: The Company measures and discloses fair value with respect to substantially all of its financial instruments in accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC Topic 820”). ASC Topic 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. See Note 4 to the consolidated financial statements for further discussion regarding the fair value measurements and hierarchy.
Investment classification: The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, “Control Investments” are defined as investments in those companies where the Company owns more than
Segments: In accordance with ASC Topic 280 — Segment Reporting, the Company has determined that it has a reporting segment and unit structure.
Cash and cash equivalents: Cash and cash equivalents are highly liquid investments with an original maturity of three months or less at the date of acquisition. The Company places its cash in financial institutions and, at times, such balances may be in excess of the Federal Deposit Insurance Corporation insurance limits. The Company does not believe its cash balances are exposed to any significant credit risk.
Deferred financing costs: Deferred financing costs consist of fees and expenses paid in connection with the SBA debentures, the Credit Facility and the Notes (as defined in Note 6). Deferred financing costs are capitalized and amortized to interest and financing expenses over the term of the debt agreement using the effective interest method. Unamortized deferred financing costs are presented as an offset to the corresponding debt liabilities on the consolidated statements of assets and liabilities.
Realized losses on extinguishment of debt: Upon the repayment of debt obligations which are deemed to be extinguishments, the difference between the principal amount due at maturity, adjusted for any unamortized deferred financing costs, is recognized as a loss (i.e., the unamortized deferred financing costs are recognized as a loss upon extinguishment of the underlying debt obligation).
101
Deferred offering costs: Deferred offering costs include registration expenses related to the shelf registration statement filing pursuant to which the Company may offer its securities, from time to time, in one or more offerings. These expenses primarily consist of U.S. Securities and Exchange Commission (“SEC”) registration fees, legal fees and accounting fees incurred. These expenses are included in prepaid expenses and 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 deferred financing costs, respectively. If no offering is completed prior to the expiration of the registration statement, the deferred costs are charged to expense.
Realized gains or losses and unrealized appreciation or depreciation on investments: Realized gains or losses on investments are recorded upon the sale or disposition of a portfolio investment and are calculated as the difference between the net proceeds from the sale or disposition and the cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation on the consolidated statements of operations includes changes in the fair value of investments from the prior period, as determined in good faith by the Company’s board of directors (the “Board”) through the application of the Company’s valuation policy, as well as reclassifications of any prior period unrealized appreciation or depreciation on exited investments to realized gains or losses on investments.
Interest and dividend income: Interest and dividend income are recorded on the accrual basis to the extent that the Company expects to collect such amounts. Interest is accrued daily based on the outstanding principal amount and the contractual terms of the debt. Dividend income is recorded as dividends are declared or at the point an obligation exists for the portfolio company to make a distribution, and is generally recognized when received. Distributions from portfolio companies are evaluated to determine if the distribution is a distribution of earnings or a return of capital. Distributions of earnings are included in dividend income while a return of capital is recorded as a reduction in the cost basis of the investment. Estimates are adjusted as necessary after the relevant tax forms are received from the portfolio company.
PIK income: Certain of the Company’s investments contain a payment-in-kind (“PIK”) income provision. The PIK income, computed at the contractual rate specified in the applicable investment agreement, is added to the principal balance of the investment, rather than being paid in cash, and recorded as interest or dividend income, as applicable, on the consolidated statements of operations. Generally, PIK can be paid-in-kind or all in cash. The Company stops accruing PIK income when there is reasonable doubt that PIK income will be collected. PIK income that has been contractually capitalized to the principal balance of the investment prior to the non-accrual designation date is not reserved against interest or dividend income, but rather is assessed through the valuation of the investment (with corresponding adjustments to unrealized depreciation, as applicable). PIK income is included in the Company’s taxable income and, therefore, affects the amount the Company is required to pay to shareholders in the form of dividends in order to maintain the Company’s tax treatment as a RIC, even though the Company has not yet collected the cash.
Non-accrual: Debt investments or preferred equity investments (for which the Company is accruing PIK dividends) are placed on non-accrual status when principal, interest or dividend payments become materially past due, or when there is reasonable doubt that principal, interest or dividends will be collected. Any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on full non-accrual status. Interest and dividend payments received on non-accrual investments may be recognized as interest or dividend income or may be applied to the investment principal balance based on management’s judgment. Non-accrual investments are restored to accrual status when past due principal, interest or dividends are paid and, in management’s judgment, payments are likely to remain current.
Origination and closing fees: The Company also typically receives debt investment origination or closing fees in connection with such investments. Such debt investment origination and closing fees are capitalized as unearned income and offset against investment cost basis on the consolidated statements of assets and liabilities and accreted into interest income over the life of the investment. Upon the prepayment of a debt investment, any unaccreted debt investment origination and closing fees are accelerated into 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 (“Warrants”). 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. Upon the prepayment of a debt investment, any unaccreted OID is accelerated into interest income.
Fee income: Transaction fees earned in connection with the Company’s investments are recognized as fee income and are generally non-recurring. Such fees typically include fees for services, including structuring and advisory services, provided to portfolio companies. The Company recognizes income from fees for providing such structuring and advisory services when the services are rendered or the transactions are completed. Upon the prepayment of a debt investment, any prepayment penalties are recorded as fee income when earned.
102
Partial loan and equity sales: The Company follows the guidance in ASC 860, Transfers and Servicing, when accounting for loan (debt investment) participations, equity assignments and other partial loan sales. Such guidance requires a participation, assignment or other partial loan or equity sale to meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations, assignments or other partial loan or equity sales which do not meet the definition of a participating interest should remain on the Company’s consolidated statements of assets and liabilities and the proceeds recorded as a secured borrowing until the definition is met. For these partial loan sales, the interest earned on the entire loan balance is recorded within “interest income” and the interest earned by the buyer in the partial loan sale is recorded within “interest and financing expenses” in the accompanying consolidated statements of operations.
Income taxes: The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code, which will generally relieve the Company from U.S. federal income taxes with respect to all income distributed to stockholders. To maintain the tax treatment of a RIC, the Company generally is required to timely distribute to its stockholders at least
In the future, the Funds may be limited by provisions of the SBIC Act and SBA regulations governing SBICs from making certain distributions to FIC that may be necessary to enable FIC to make the minimum distributions required to maintain the tax treatment of a RIC.
The Company has certain wholly-owned subsidiaries (the “Taxable Subsidiaries”) that have elected to be treated as corporations for U.S. federal income tax purposes and are thus subject to U.S. federal income tax at corporate rates, each of which generally holds one or more of the Company’s portfolio investments listed on the consolidated schedules of investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflect the Company’s investment in the portfolio company investments owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Company to hold equity investments in portfolio companies that are taxed as partnerships for U.S. federal income tax purposes (such as entities organized as limited liability companies (“LLCs”) or other forms of pass through entities) while complying with the “source-of-income” requirements contained in the RIC tax provisions. The Taxable Subsidiaries are not consolidated with the Company for U.S. federal corporate income tax purposes, and each Taxable Subsidiary will be subject to U.S. federal corporate income tax on its taxable income. Any such income or expense is reflected in the consolidated statements of operations.
U.S. federal income tax regulations differ from GAAP, and as a result, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized under GAAP. Differences may be permanent or temporary. Permanent differences may arise as a result of, among other items, a difference in the book and tax basis of certain assets and nondeductible U.S. federal income taxes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
ASC Topic 740 — Accounting for Uncertainty in Income Taxes (“ASC Topic 740”) provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the consolidated financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be respected by the applicable tax authorities. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits included in the income tax provision, if any. There were no material uncertain income tax positions at December 31, 2022 and 2021.
Dividends to stockholders: Dividends to stockholders are recorded on the record date with respect to such distributions. The amount, if any, to be distributed to stockholders, is determined by the Board each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, may be distributed at least annually, although the Company may decide to retain such capital gains for investment.
The determination of the tax attributes for the Company’s distributions is made annually, and is based upon the Company’s taxable income and distributions paid to its stockholders for the full year. Ordinary dividend distributions from a RIC do not qualify for the preferential tax rate on qualified 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 characterization of the Company’s distributions generally includes both ordinary income and capital gains but may also include qualified dividends or return of capital.
103
The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if the Company declares a cash dividend, the Company’s stockholders who have not “opted out” of the DRIP at least two days prior to the dividend payment date will have their cash dividend automatically reinvested into additional shares of the Company’s common stock. The Company has the option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Newly issued shares are valued based upon the final closing price of the Company’s common stock on a date determined by the Board. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased by the DRIP plan administrator before any associated brokerage or other costs. See Note 9 to the consolidated financial statements regarding dividend declarations and distributions.
Earnings and net asset value per share: The earnings per share calculations for the years ended December 31, 2022, 2021 and 2020, are computed utilizing the weighted average shares outstanding for the period. Net asset value per share is calculated using the number of shares outstanding as of the end of the period.
Stock Repurchase Program: The Company has an open market stock repurchase program (the “Stock Repurchase Program”) under which the Company may acquire up to $
Recent accounting pronouncement:
In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820),” which clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. In addition, ASU No. 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. ASU No. 2022-03’s amendments are effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU No. 2022-03 on its consolidated financial statements.
Note 3. Portfolio Company Investments
The Company’s portfolio investments principally consist of secured and unsecured debt, equity warrants and direct equity investments primarily in privately held companies. The debt investments may or may not be secured by either a first or second lien on the assets of the portfolio company. The debt investments generally bear interest at fixed rates or variable rates, and generally mature between and
As of December 31, 2022, the Company had active investments in
As of December 31, 2021, the Company had active investments in
104
The weighted average yield of the Company’s debt investments is not the same as a return on investment for its stockholders but, rather, relates to a portion of the Company’s investment portfolio and is calculated before the payment of all of the Company’s and its subsidiaries’ fees and expenses. The weighted average yields were computed using the effective interest rates for debt investments at cost as of December 31, 2022 and 2021, including accretion of OID and debt investment origination fees, but excluding investments on non-accrual status and investments recorded as a secured borrowing, if any.
Purchases of debt and equity investments for the years ended December 31, 2022, 2021 and 2020 totaled $
Investments by type with corresponding percentage of total portfolio investments consisted of the following:
|
|
Fair Value |
|
|
|
Cost |
|
|
||||||||||||||||||||||||||||
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
||||||||||||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
||||||||||||||||||||
First Lien Debt(1) |
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
||||||||
Second Lien Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total |
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
||||||||
(1) Includes unitranche investments, which account for
The following table shows portfolio composition by geographic region at fair value and cost and as a percentage of total investments. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business.
|
|
Fair Value |
|
|
|
Cost |
|
|
||||||||||||||||||||||||||||
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
|
December 31, |
|
|
||||||||||||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
||||||||||||||||||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Midwest |
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
||||||||
Southeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Northeast |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
West |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Southwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Canada |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||||
Total |
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
|
||||||||
The following table shows portfolio composition by type and by geographic region at fair value as a percentage of net assets.
By Type |
|
|
|
By Geographic Region |
|
||||||||||||||||
|
|
December 31, |
|
|
|
December 31, |
|
|
|
|
|
December 31, |
|
|
|
December 31, |
|
||||
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
2022 |
|
|
|
2021 |
|
||||
First Lien Debt |
|
|
% |
|
|
|
% |
|
|
United States |
|
|
|
|
|
|
|
||||
Second Lien Debt |
|
|
|
|
|
|
|
|
|
Midwest |
|
|
% |
|
|
|
% |
||||
Subordinated Debt |
|
|
|
|
|
|
|
|
|
Southeast |
|
|
|
|
|
|
|
||||
Equity |
|
|
|
|
|
|
|
|
|
Northeast |
|
|
|
|
|
|
|
||||
Warrants |
|
|
|
|
|
|
|
|
|
West |
|
|
|
|
|
|
|
||||
Total |
|
|
% |
|
|
|
% |
|
|
Southwest |
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
Total |
|
|
% |
|
|
|
% |
||||
As of December 31, 2022 and 2021, the Company had
As of December 31, 2022 and 2021, the Company had debt investments in
105
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
|
||||||||||
|
|
Fair |
|
|
|
|
|
Fair |
|
|
|
|
|
||||
Portfolio Company |
|
Value |
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
||||
EBL, LLC (EbLens) |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
(1) |
$ |
— |
|
(1) |
|
US GreenFiber, LLC |
|
|
— |
|
|
|
|
|
|
— |
|
(2) |
|
|
(2) |
||
K2 Merger Agreement Agent, LLC (fka K2 Industrial Services, Inc.) |
|
|
|
|
|
|
|
|
— |
|
(1) |
|
— |
|
(1) |
||
Allredi, LLC (fka Marco Group International OpCo, LLC) |
|
|
|
|
|
|
|
|
— |
|
(1) |
|
— |
|
(1) |
||
Total |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
|||
(1) |
Portfolio company debt investment was not on non-accrual status as of December 31, 2021. |
(2) |
Portfolio company was on PIK-only non-accrual status at period end, meaning the Company has ceased recognizing PIK interest income on the investment. |
Consolidated Schedule of Investments In and Advances To Affiliates
The table below represents the fair value of control and affiliate investments as of December 31, 2021 and any additions and reductions made to such investments during the year ended December 31, 2022, including the total investment income earned on such investments during the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2022 |
|
||||||||||||||||||||||||||
Portfolio Company (1) |
|
|
December 31, 2022 Principal Amount - Debt Investments |
|
|
December 31, 2021 |
|
|
Gross Additions (2) |
|
|
Gross Reductions (3) |
|
|
December 31, 2022 Fair Value |
|
|
Net Realized Gains (Losses) (4) |
|
|
Net Change in Unrealized Appreciation (Depreciation) |
|
|
Interest Income |
|
|
Payment-in-kind Interest Income |
|
|
Dividend Income |
|
|
Fee Income |
|
|||||||||||
Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
EBL, LLC (EbLens) (5) |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
||
Hilco Plastics Holdings, LLC (dba Hilco Technologies) |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
$ |
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Mesa Line Services, LLC |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
US GreenFiber, LLC |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total Control Investments |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|||
Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Applegate Greenfiber Intermediate Inc. (fka US GreenFiber, LLC) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
||||||
FAR Research Inc. |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Medsurant Holdings, LLC |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Mirage Trailers LLC |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||
Pfanstiehl, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||||||
Pinnergy, Ltd. (6) |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||||
Spectra A&D Acquisition, Inc. (fka FDS Avionics Corp.) |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||||
Steward Holding LLC (dba Steward Advanced Materials) |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||||||
Total Affiliate Investments |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
(1) |
The investment type, industry, ownership detail for equity investments, interest rate, maturity date and if the investment is income producing is disclosed in the consolidated schedule of investments. |
(2) |
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments, accrued PIK interest and PIK dividend income, accretion of OID and origination fees, and net unrealized appreciation recognized during the period. Gross additions also include transfers of portfolio companies into the control or affiliate classification during the period, as applicable. |
(3) |
Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and net unrealized (depreciation) recognized during the period. Gross reductions also include transfers of portfolio companies out of the control or affiliate classification during the period, as applicable. |
(4) |
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. Escrow receivables are presented in prepaid expenses and other assets on the consolidated statements of assets and liabilities. |
(5) |
Portfolio company was transferred to Control investments from Non-control/Non-affiliate investments during the year ended December 31, 2022. |
(6) |
Portfolio company was transferred to Non-control/Non-affiliate investments from Affiliate investments during the year ended December 31, 2022. |
The table below represents the fair value of control and affiliate investments as of December 31, 2020 and any additions and reductions made to such investments during the year ended December 31, 2021, including the total investment income earned on such investments during the period.
106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2021 |
|
||||||||||||||||||||||||||
Portfolio Company (1) |
|
|
December 31, 2021 Principal Amount - Debt Investments |
|
|
December 31, 2020 |
|
|
Gross Additions (2) |
|
|
Gross Reductions (3) |
|
|
December 31, 2021 Fair Value |
|
|
Net Realized Gains (Losses) (4) |
|
|
Net Change in Unrealized Appreciation (Depreciation) |
|
|
Interest Income |
|
|
Payment-in-kind Interest Income |
|
|
Dividend Income |
|
|
Fee Income |
|
|||||||||||
Control Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Hilco Plastics Holdings, LLC (dba Hilco Technologies)(6) |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|||
Mesa Line Services, LLC (6) |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||||
Spectra A&D Acquisition, Inc. (fka FDS Avionics Corp.)(5) |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||||
US GreenFiber, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||||
Total Control Investments |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Affiliate Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Applegate Greenfiber Intermediate Inc. (fka US GreenFiber, LLC) |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|||
FAR Research Inc. |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Fiber Materials, Inc. |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
Medsurant Holdings, LLC |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||||
Mirage Trailers LLC |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
||||||||
Pfanstiehl, Inc. |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|||||
Pinnergy, Ltd. |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||||
Spectra A&D Acquisition, Inc. (fka FDS Avionics Corp.)(5) |
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||||
Steward Holding LLC (dba Steward Advanced Materials) |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||||||
Total Affiliate Investments |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
(1) |
The investment type, industry, ownership detail for equity investments, and if the investment is income producing is disclosed in the consolidated schedule of investments. |
(2) |
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments, accrued PIK interest and PIK dividend income, accretion of OID and origination fees, and net unrealized appreciation recognized during the period. Gross additions also include transfers of portfolio companies into the control or affiliate classification during the period, as applicable. |
(3) |
Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and net unrealized (depreciation) recognized during the period. Gross reductions also include transfers of portfolio companies out of the control or affiliate classification during the period, as applicable. |
(4) |
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. Escrow receivables are presented in prepaid expenses and other assets on the consolidated statements of assets and liabilities. |
(5) |
Portfolio company was transferred to Affiliate investments from Control investments during the year ended December 31, 2021 |
(6) |
Portfolio company was transferred to Control investments from Non-control/Non-affiliate investments during the year ended December 31, 2021. |
Note 4. Fair Value Measurements
Investments
The Board has established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring basis in accordance with ASC Topic 820 and consistent with the requirements of the 1940 Act. Fair value is the price, determined at the measurement date, that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available or reliable, valuation techniques described below are applied. Under ASC Topic 820, portfolio investments recorded at fair value in the consolidated financial statements are classified within the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value, as defined below:
Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets as of the measurement date.
Level 2 — Inputs include quoted prices for similar assets in active markets, or that are quoted prices for identical or similar assets in markets that are not active and inputs that are observable, either directly or indirectly, for substantially the full term, if applicable, of the investment.
Level 3 — Inputs include those that are both unobservable and significant to the overall fair value measurement.
An investment’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The 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 available, with the exception of money market funds and one portfolio company, which are valued using Level 1 inputs as of December 31, 2022. Therefore, the Company values such portfolio investments at fair value, as determined in good faith by the Board, using Level 3 inputs with the exception of money market funds and one portfolio company, that was valued using Level 1 inputs as of December 31, 2022. The degree of judgment exercised by the Board in determining fair value is greatest for investments classified as Level 3 inputs. Due to the inherent uncertainty of determining the fair values of investments that do not have readily available market values, the Board’s estimate of fair values may differ significantly from the values that would have been used had a ready market for the securities existed, and those differences may be material. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the amounts ultimately realized on these investments to be materially different than the valuations currently assigned.
With respect to investments for which market quotations are not readily available, the Board undertakes a multi-step valuation process each quarter, as described below:
107
|
• |
|
the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of the Investment Advisor responsible for the portfolio investment; |
|
• |
|
preliminary valuation conclusions are then documented and discussed with the investment committee of the Investment Advisor; |
|
• |
|
the Board engages one or more independent valuation firm(s) to conduct independent appraisals of a selection of our portfolio investments for which market quotations are not readily available. Each portfolio company investment is generally appraised by the valuation firm(s) at least once every calendar year and each new portfolio company investment is appraised at least once in the twelve-month period following the initial investment. In certain instances, the Company may determine that it is not cost-effective, and as a result it is not in the Company’s stockholders’ best interest, to request the independent appraisal of certain portfolio company investments. Such instances include, but are not limited to, situations where the Company determines that the fair value of the portfolio company investment is relatively insignificant to the fair value of the total portfolio. |
|
• |
|
the Board consulted with the independent third-party valuation firm(s) in arriving at our determination of fair value for 16 and 17 of our portfolio company investments representing |
|
• |
|
the audit committee of the Board reviews the preliminary valuations of the Investment Advisor and of the independent valuation firm(s) and responds and supplements the valuation recommendations to reflect any comments; and |
|
• |
|
the Board discusses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of the Investment Advisor, the independent valuation firm(s) and the audit committee. |
In making the good faith determination of the value of portfolio investments, the Board starts with the cost basis of the security. The transaction price is typically the best estimate of fair value at inception. When evidence supports a subsequent change to the carrying value from the original transaction price, adjustments are made to reflect the expected exit values.
Consistent with the policies and methodologies adopted by the Board, the Company performs detailed valuations of its debt and equity investments, including an analysis on the Company’s unfunded debt investment commitments, using both the market and income approaches as appropriate. Under the market approach, the Company typically uses the enterprise value methodology to determine the fair value of an investment. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values, from which the Company derives a single estimate of enterprise value. Under the income approach, the Company typically prepares and analyzes discounted cash flow models to estimate the present value of future cash flows of either an individual debt investment or of the underlying portfolio company itself.
The Company evaluates investments in portfolio companies using the most recent portfolio company financial statements and forecasts. The Company also consults with the portfolio company’s senior management to obtain further updates on the portfolio company’s performance, including information such as industry trends, new product development and other operational issues.
For the Company’s debt investments the primary valuation technique used to estimate the fair value is the discounted cash flow method. However, if there is deterioration in credit quality or a debt investment is in workout status, the Company may consider other methods in determining the fair value, including the value attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. The Company’s discounted cash flow models estimate a range of fair values by applying an appropriate discount rate to the future cash flow streams of its debt investments, based on future interest and principal payments as set forth in the associated debt investment agreements. The Company prepares a weighted average cost of capital for use in the discounted cash flow model for each investment, based on factors including, but not limited to: current pricing and credit metrics for similar proposed or executed investment transactions of private companies; the portfolio company’s historical financial results and outlook; and the portfolio company’s current leverage and credit quality as compared to leverage and credit quality as of the date the investment was made. The Company may also consider the following factors when determining the fair value of debt investments: the portfolio company’s ability to make future scheduled payments; prepayment penalties and other fees; estimated remaining life; the nature and realizable value of any collateral securing such debt investment; and changes in the interest rate environment and the credit markets that generally may affect the price at which similar investments may be made. The Company estimates the remaining life of its debt investments to generally be the legal maturity date of the instrument, as the Company generally intends to hold its debt investments to maturity. However, if the Company has information available to it that the debt investment is expected to be repaid in the near term, it would use an estimated remaining life based on the expected repayment date.
For the Company’s equity investments, including equity and warrants, the Company generally uses a market approach, including valuation methodologies consistent with industry practice, to estimate the enterprise value of portfolio companies. Typically, the enterprise value of a private company is based on multiples of EBITDA, net income, revenues, or in limited cases, book value. In estimating the enterprise value of a portfolio company, the Company analyzes various factors consistent with industry practice, including but not limited to original transaction multiples, the portfolio company’s historical and projected financial results, applicable market
108
trading and transaction comparables, applicable market yields and leverage levels, the nature and realizable value of any collateral, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public.
The Company may also utilize an income approach when estimating the fair value of its equity securities, either as a primary methodology if consistent with industry practice or if the market approach is otherwise not applicable, or as a supporting methodology to corroborate the fair value ranges determined by the market approach. The Company typically prepares and analyzes discounted cash flow models based on projections of the future free cash flows (or earnings) of the portfolio company. The Company considers various factors, including, but not limited to, the portfolio company’s projected financial results, applicable market trading and transaction comparables, applicable market yields and leverage levels, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public.
The following tables present fair value measurements of investments by major class according to the fair value hierarchy:
|
|
December 31, 2022 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
First Lien Debt |
$ |
|
— |
|
$ |
|
— |
|
$ |
|
|
$ |
|
|
||
Second Lien Debt |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Subordinated Debt |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Warrants |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Money Market Funds |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total |
$ |
|
|
$ |
|
— |
|
$ |
|
|
$ |
|
|
|||
|
|
December 31, 2021 |
|
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
||||
First Lien Debt |
$ |
|
— |
|
$ |
|
— |
|
$ |
|
|
$ |
|
|
|
||
Second Lien Debt |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Subordinated Debt |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Equity |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|||
Warrants |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Total |
$ |
|
|
$ |
|
— |
|
$ |
|
|
$ |
|
|
|
|||
The Company reviews the fair value hierarchy classifications on a quarterly basis. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of the Level 3 category as of the beginning of the quarter in which the reclassifications occur. There were
The following tables present a reconciliation of the beginning and ending balances for fair valued investments measured using significant unobservable inputs (Level 3) for the years ended December 31, 2022 and 2021:
109
|
|
First Lien |
|
|
Second Lien |
|
|
Subordinated |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Debt |
|
|
Debt |
|
|
Debt |
|
|
Equity |
|
|
Warrants |
|
|
Total |
|
||||||
Balance, December 31, 2020 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net realized gains (losses) on |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Net change in (depreciation) on |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Purchase of investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from sales and repayments of investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest and dividend income paid-in-kind |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from loan origination fees |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Accretion of loan origination fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accretion of original issue discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Transfers in/(out) of Level 3 (1) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Balance, December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
||||||
Net realized gains (losses) on |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net change in (depreciation) on |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Purchase of investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from sales and repayments of investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest and dividend income paid-in-kind |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from loan origination fees |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Accretion of loan origination fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accretion of original issue discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Transfers in/(out) of Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance, December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
(1) |
Transfers out of Level 3 were as a result of changes in the observability of significant inputs or available market data for certain portfolio companies. |
Net change in unrealized appreciation/(depreciation) of $(
The following tables summarize the significant unobservable inputs by valuation technique used to determine the fair value of the Company’s Level 3 debt and equity investments as of December 31, 2022 and 2021. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values.
|
|
Fair Value at |
|
|
Valuation |
|
Unobservable |
|
Range |
|
|
|
December 31, 2022 |
|
|
Techniques |
|
Inputs |
|
(weighted average)(1) |
|
Debt investments: |
|
|
|
|
|
|
|
|
|
|
First Lien Debt |
|
$ |
|
|
Discounted cash flow |
|
Weighted average cost of capital |
|
|
|
|
|
|
|
|
Enterprise value |
|
Asset Coverage |
|
|
|
|
|
|
|
|
Enterprise value |
|
Revenue multiples |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Debt |
|
|
|
|
Discounted cash flow (2) |
|
Weighted average cost of capital |
|
|
|
|
|
|
- |
|
|
Enterprise value |
|
EBITDA multiples |
|
|
|
|
|
|
|
Enterprise value |
|
Asset Coverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Debt |
|
|
|
|
Discounted cash flow |
|
Weighted average cost of capital |
|
|
|
|
|
|
|
|
Enterprise value |
|
EBITDA multiples |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments: |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
Enterprise value |
|
EBITDA multiples |
|
|
|
|
|
|
|
|
Enterprise value |
|
Revenue multiples |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
Enterprise value |
|
EBITDA multiples |
|
|
|
|
|
|
|
|
Enterprise value |
|
Revenue multiples |
|
|
|
(1) Unobservable inputs were weighted by the relative fair value of the instruments. |
||||||||||
(2) Includes $ |
||||||||||
110
|
|
Fair Value at |
|
|
Valuation |
|
Unobservable |
|
Range |
|
|
|
December 31, 2021 |
|
|
Techniques |
|
Inputs |
|
(weighted average)(1) |
|
Debt investments: |
|
|
|
|
|
|
|
|
|
|
First Lien Debt |
|
$ |
|
|
Discounted cash flow |
|
Weighted average cost of capital |
|
|
|
|
|
|
|
|
Enterprise value |
|
Asset Coverage |
|
|
|
|
|
|
|
|
Enterprise value |
|
Revenue multiples |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Lien Debt |
|
|
|
|
Discounted cash flow |
|
Weighted average cost of capital |
|
|
|
|
|
|
|
|
Enterprise value |
|
Asset Coverage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Debt |
|
|
|
|
Discounted cash flow |
|
Weighted average cost of capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments: |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
Enterprise value |
|
EBITDA multiples |
|
|
|
|
|
|
|
|
Enterprise value |
|
Revenue multiples |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enterprise value |
|
EBITDA multiples |
|
|
||
|
|
|
|
|
Enterprise value |
|
Revenue multiples |
|
|
|
The significant unobservable input used in determining the fair value under the discounted cash flow technique is the weighted average cost of capital of each security. Significant increases (or decreases) in this input would likely result in significantly lower (or higher) fair value estimates.
The significant unobservable inputs used in determining fair value under the enterprise value technique are revenue and EBITDA multiples, as well as asset coverage. Significant increases (or decreases) in these inputs could result in significantly higher (or lower) fair value estimates.
Other Financial Assets and Liabilities
ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. The Company believes that the carrying amounts of its other financial instruments such as cash and cash equivalents, interest receivable and accounts payable and other liabilities approximate the fair value of such items due to the short maturity of such instruments. The Company’s borrowings under the Credit Facility (as defined in Note 6), SBA debentures, and Notes (as defined in Note 6) are recorded at their respective carrying values.
The following tables summarize the carrying value and fair value of the Company’s debt obligations as of December 31, 2022 and 2021:
|
|
December 31, 2022(5) |
|
|
December 31, 2021(5) |
|
||||||||||
|
|
Carrying Value (1) |
|
|
Fair Value |
|
|
Carrying Value (1) |
|
|
Fair Value |
|
||||
SBA debentures (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Credit Facility borrowings (3) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
January 2026 Notes (4) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
November 2026 Notes (4) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
111
The following table summarizes the inputs used to value the Company’s debt obligations if measured at fair value as of December 31, 2022 and 2021:
|
|
Fair Value |
|
|||||
|
|
December 31, |
|
|
December 31, |
|
||
Valuation Inputs |
|
2022 |
|
|
2021 |
|
||
Level 1 |
|
$ |
|
|
$ |
|
||
Level 2 |
|
|
|
|
|
|
||
Level 3 |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Note 5. Related Party Transactions
Investment Advisory Agreement: The Company has entered into an Investment Advisory Agreement with the Investment Advisor. On June 9, 2022, the Board approved the renewal of the Investment Advisory Agreement for the period beginning June 20, 2022 through June 20, 2023. Pursuant to the Investment Advisory Agreement and subject to the overall supervision of the Board, the Investment Advisor provides investment advisory services to the Company. For providing these services, the Investment Advisor receives a fee, consisting of two components — a base management fee and an incentive fee.
The base management fee is calculated at an annual rate of
The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the quarter. Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement (defined below) and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee and excise taxes on realized gains). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as market discount, original issue discount, debt instruments with PIK income, preferred stock with PIK dividends and zero-coupon securities), and accrued income the Company has not yet received in cash. The Investment Advisor is not under any obligation to reimburse the Company for any part of the incentive fee it receives that was based on accrued interest that the Company never collects.
Pre-incentive fee net investment income does not include any realized capital gains, taxes associated with such realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where the Company incurs a loss. For example, if the Company generates pre-incentive fee net investment income in excess of the hurdle rate (as defined below) for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to a net loss on investments.
Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of
The Company pays the Investment Advisor an incentive fee with respect to pre-incentive fee net investment income in each calendar quarter as follows:
|
• |
|
112
|
• |
|
|
|
• |
|
The sum of the calculations above equals the income incentive fee. The income incentive fee is appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the calendar quarter. The income incentive fee for the years ended December 31, 2022, 2021 and 2020 totaled $
The second part of the incentive fee is a capital gains incentive fee that is determined and paid in arrears as of the end of each fiscal year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals
In addition, the Company accrues, but does not pay in cash, a capital gains incentive fee in connection with any unrealized capital appreciation on investments, as applicable. If, on a cumulative basis, the sum of (i) net realized gains/(losses) on investments plus (ii) net unrealized appreciation/(depreciation) on investments plus (iii) realized losses on extinguishment of debt decreases during a period, the Company will reverse any excess capital gains incentive fee previously accrued such that the amount of capital gains incentive fee accrued is no more than
Unless terminated earlier as described below, the Investment Advisory Agreement will continue in effect from year to year if approved annually by the Board or by the affirmative vote of the holders of a majority of the Company’s outstanding voting securities, and, in either case, if also approved by a majority of the directors who are not “interested persons” of the Company, as such term is defined under Section 2(a)(19) of the 1940 Act (the “Independent Directors”). The Investment Advisory Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act, by the Investment Advisor and may be terminated by either party without penalty upon not less than
113
Administration Agreement: The Company also entered into an administration agreement (the “Administration Agreement”) with the Investment Advisor. On June 9, 2022, the Board approved the renewal of the Administration Agreement for the period beginning June 20, 2022 through June 20, 2023. Under the Administration Agreement, the Investment Advisor furnishes the Company with office facilities and equipment, provides clerical, bookkeeping, and record keeping services at such facilities and provides the Company with other administrative services necessary to conduct its day-to-day operations. The Company reimburses the Investment Advisor for the allocable portion of overhead expenses incurred in performing its obligations under the Administration Agreement, including rent and the Company’s allocable portion of the cost of its chief financial officer and chief compliance officer and their respective staffs. Under the Administration Agreement, the Investment Advisor also provides managerial assistance to those portfolio companies on the Company's behalf to those portfolio companies that have accepted the Company's offer to provide such assistance and the Company reimburses the Investment Advisor for fees and expenses incurred with providing such services. In addition, the Company reimburses the Investment Advisor for fees and expenses incurred while performing due diligence on the Company’s prospective portfolio companies, including “dead deal” expenses. Under the Administration Agreement, administrative service expenses for the years ended December 31, 2022, 2021 and 2020 were $
Fidus Equity Fund I, L.P.: On February 25, 2020, the Company entered into a Limited Partnership Agreement (the “Agreement”) with Fidus Equity Fund I, L.P. (“FEF I”). Pursuant to the Agreement, the Company will serve as the General Partner of FEF I. Owned by third-party investors, FEF I was formed to purchase
Note 6. Debt
Revolving Credit Facility: On June 16, 2014, FIC entered into a senior secured revolving credit agreement (the "Credit Agreement") with ING Capital LLC (“ING”), as the administrative agent, collateral agent, and lender (“Credit Facility”). The Credit Facility is secured by certain portfolio investments held by the Company, but portfolio investments held by the Funds are not collateral for the Credit Facility. On April 24, 2019, the Company entered into an Amended & Restated Senior Secured Revolving Credit Agreement (the “Amended Credit Agreement”) among the Company, as borrower, the lenders party thereto, and ING, as administrative agent. On June 26, 2020, the Company entered into an amendment to the Amended Credit Agreement that, among other changes, modified certain financial covenants. On August 17, 2022, the Company entered into a second amendment on the Amended Credit Agreement ("Second Amendment"). The Second Amendment, among other things: (i) changed the underlying benchmark used to compute interest under the Amended Credit Agreement to SOFR from LIBOR; (ii) reduced the applicable margin from
The Company pays a commitment fee that varies depending on the size of the unused portion of the Credit Facility:
Amounts available to borrow under the Credit Facility are subject to a minimum borrowing/collateral base that applies an advance rate to certain investments held by the Company, excluding investments held by the Funds. The Company is subject to limitations with respect to the investments securing the Credit Facility, including, but not limited to, restrictions on sector concentrations, loan size, payment frequency and status and collateral interests, as well as restrictions on portfolio company leverage, which may also affect the borrowing base and therefore amounts available to borrow.
The Company has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. These covenants are subject to important limitations and exceptions that are described in the documents governing the Credit Facility. As of December 31, 2022 and 2021, the Company was in compliance in all material respects with the terms of the Credit Agreement.
SBA debentures: The Company uses debenture leverage provided through the SBA to fund a portion of its investment purchases.
114
Under the SBA debenture program, the SBA commits to purchase debentures issued by SBICs; such debentures have
As of December 31, 2022 and 2021, the Company’s issued and outstanding SBA debentures mature as follows:
Pooling |
|
Maturity |
|
Fixed |
|
|
December 31, |
|
|
December 31, |
|
|||
Date (1) |
|
Date |
|
Interest Rate |
|
|
2022 |
|
|
2021 |
|
|||
|
|
|
|
% |
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
— |
|
||||
(2) |
|
(2) |
|
(2) |
|
|
|
|
|
|
— |
|
||
(2) |
|
(2) |
|
(2) |
|
|
|
|
|
|
— |
|
||
(2) |
|
(2) |
|
(2) |
|
|
|
|
|
|
— |
|
||
(2) |
|
(2) |
|
(2) |
|
|
|
|
|
|
— |
|
||
(2) |
|
(2) |
|
(2) |
|
|
|
|
|
|
— |
|
||
(2) |
|
(2) |
|
(2) |
|
|
|
|
|
|
— |
|
||
Total outstanding SBA debentures |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
(1) |
The SBA has two scheduled pooling dates for debentures (in March and in September). Certain debentures funded during the reporting periods may not be pooled until the subsequent pooling date. |
(2) |
The Company issued $ |
Notes: On February 2, 2018, the Company closed the public offering of approximately $
On February 8, 2019, the Company closed the public offering of approximately $
On October 16, 2019, the Company closed the public offering of approximately $
115
On December 23, 2020, the Company closed the offering of approximately $
On October 8, 2021, the Company closed the offering of approximately $
Each of the Notes are unsecured obligations of the Company and rank pari passu with the Company’s future unsecured indebtedness; effectively subordinated to all of the Company’s existing and future secured indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, financing vehicles, or similar facilities the Company may form in the future, with respect to claims on the assets of any such subsidiaries, financing vehicles, or similar facilities.
Secured Borrowing
As of December 31, 2022 and December 31, 2021, the carrying value of secured borrowings totaled $
Senior Securities
As of December 31, 2022, and December 31, 2021, the aggregate amount outstanding of the senior securities (including secured borrowings) issued by the Company was $
Interest and Financing Expenses
Interest and fees related to the Company’s debt for the years ended December 31, 2022, 2021 and 2020 that are included in interest and financing expenses on the consolidated statements of operations, were as follows:
|
|
Year Ended December 31, 2022 |
|
|||||||||||||||||
|
|
SBA debentures |
|
|
Credit Facility |
|
|
Secured Borrowings |
|
|
Notes |
|
|
Total |
|
|||||
Stated interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Total interest and financing expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Weighted average stated interest rate, period end |
|
|
% |
|
N/A |
|
(1) |
|
% |
|
|
% |
|
|
% |
|||||
Unused commitment fee rate, period end |
|
N/A |
|
|
|
% |
(1) |
N/A |
|
|
N/A |
|
|
|
% |
|||||
|
|
Year Ended December 31, 2021 |
|
|||||||||||||||||
|
|
SBA debentures |
|
|
Credit Facility |
|
|
Secured Borrowings |
|
|
Notes |
|
|
Total |
|
|||||
Stated interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Total interest and financing expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Weighted average stated interest rate, period end |
|
|
% |
|
N/A |
|
(1) |
|
% |
|
|
% |
|
|
% |
|||||
Unused commitment fee rate, period end |
|
N/A |
|
|
|
% |
(1) |
N/A |
|
|
N/A |
|
|
|
% |
|||||
116
|
|
Year Ended December 31, 2020 |
|
|||||||||||||||||
|
|
SBA debentures |
|
|
Credit Facility |
|
|
Secured Borrowings |
|
|
Notes |
|
|
Total |
|
|||||
Stated interest expense |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||||
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Total interest and financing expenses |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||||
Weighted average stated interest rate, period end |
|
|
% |
|
N/A |
|
(1) |
N/A |
|
|
|
% |
|
|
% |
|||||
Unused commitment fee rate, period end |
|
N/A |
|
|
|
% |
(1) |
N/A |
|
|
N/A |
|
|
|
% |
|||||
Realized Losses on Extinguishment of Debt
During the years ended December 31, 2022, 2021, and 2020 the Company prepaid $
Deferred Financing Costs
Deferred financing costs are amortized into interest and financing expenses on the consolidated statements of operations using the effective interest method, over the term of the respective financing instrument. Deferred financing costs related to the SBA debentures, the Credit Facility, and the Notes as of December 31, 2022 and 2021 were as follows:
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
|
||||||||||||||||||||||||||
|
|
SBA |
|
|
Credit |
|
|
|
|
|
|
|
|
SBA |
|
|
Credit |
|
|
|
|
|
|
|
|
||||||||
|
|
debentures |
|
|
Facility |
|
|
Notes |
|
|
Total |
|
|
debentures |
|
|
Facility |
|
|
Notes |
|
|
Total |
|
|
||||||||
SBA debenture commitment fees |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
||||
SBA debenture leverage fees |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
||||
Credit Facility upfront fees |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Notes underwriting discounts |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
||||
Notes debt issue costs |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
||||
Total deferred financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Unamortized deferred financing costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||||||
Unamortized deferred financing costs are presented as a direct offset to the SBA debentures, Credit Facility, and Notes liabilities on the consolidated statements of assets and liabilities.
|
|
December 31, 2022(1) |
|
|
December 31, 2021 |
|
|
||||||||||||||||||||||||||
|
|
SBA |
|
|
Credit |
|
|
|
|
|
|
|
|
SBA |
|
|
Credit |
|
|
|
|
|
|
|
|
||||||||
|
|
debentures |
|
|
Facility |
|
|
Notes |
|
|
Total |
|
|
debentures |
|
|
Facility |
|
|
Notes |
|
|
Total |
|
|
||||||||
Outstanding debt |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
||||||
Less: unamortized deferred financing costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Debt, net of deferred financing costs |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
||||||
(1) |
Total excludes $ |
As of December 31, 2022, the Company’s debt liabilities are scheduled to mature as follows (1):
|
|
SBA |
|
|
Credit |
|
|
Secured |
|
|
|
|
|
|
|
|||||
Year |
|
debentures |
|
|
Facility (2) |
|
|
Borrowings |
|
|
Notes |
|
|
Total |
|
|||||
2023 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
2025 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
2026 |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
2027 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Thereafter |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Information about our senior securities is shown in the following table for the years indicated in the table, unless otherwise noted.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117
Class and Year |
|
|
Total Amount Outstanding Exclusive of Treasury Securities (1) |
|
|
|
Asset Coverage per Unit (2)(5) |
|
|
|
Involuntary Liquidation Preference per Unit (3) |
|
|
Average Market Value per Unit (4) |
|
|||
|
|
(dollars in thousands) |
|
|
|
|
|
|
|
|
||||||||
SBA debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2013 |
|
$ |
|
|
|
$ |
** |
|
|
$ |
* |
|
$ |
N/A |
|
|||
2014 |
|
|
|
|
|
|
** |
|
|
|
* |
|
|
N/A |
|
|||
2015 |
|
|
|
|
|
|
** |
|
|
|
* |
|
|
N/A |
|
|||
2016 |
|
|
|
|
|
|
** |
|
|
|
* |
|
|
N/A |
|
|||
2017 |
|
|
|
|
|
|
** |
|
|
|
* |
|
|
N/A |
|
|||
2018 |
|
|
|
|
|
|
** |
|
|
|
* |
|
|
N/A |
|
|||
2019 |
|
|
|
|
|
|
** |
|
|
|
* |
|
|
N/A |
|
|||
2020 |
|
|
|
|
|
|
** |
|
|
|
* |
|
|
N/A |
|
|||
2021 |
|
|
|
|
|
|
** |
|
|
|
* |
|
|
N/A |
|
|||
2022 |
|
|
|
|
|
|
** |
|
|
|
* |
|
|
N/A |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Credit Facility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2013 |
|
$ |
|
- |
|
|
$ |
N/A |
|
|
$ |
* |
|
$ |
N/A |
|
||
2014 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
N/A |
|
|||
2015 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
N/A |
|
|||
2016 |
|
|
|
- |
|
|
|
N/A |
|
|
|
* |
|
|
N/A |
|
||
2017 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
N/A |
|
|||
2018 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
N/A |
|
|||
2019 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
N/A |
|
|||
2020 |
|
|
|
- |
|
|
|
|
|
|
|
* |
|
|
N/A |
|
||
2021 |
|
|
|
- |
|
|
|
|
|
|
|
* |
|
|
N/A |
|
||
2022 |
|
|
|
- |
|
|
|
|
|
|
|
* |
|
|
N/A |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2023 Notes(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2018 |
|
$ |
|
|
|
$ |
|
|
|
$ |
* |
|
$ |
|
|
|||
2019 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
|
|||
2020 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
February 2024 Notes(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2019 |
|
$ |
|
|
|
$ |
|
|
|
$ |
* |
|
$ |
|
|
|||
2020 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
November 2024 Notes(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2019 |
|
$ |
|
|
|
$ |
|
|
|
$ |
* |
|
$ |
|
|
|||
2020 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
January 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2020 |
|
$ |
|
|
|
$ |
|
|
|
$ |
* |
|
$ |
N/A |
|
|||
2021 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
N/A |
|
|||
2022 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
N/A |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
November 2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2021 |
|
$ |
|
|
|
$ |
|
|
|
$ |
* |
|
$ |
N/A |
|
|||
2022 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
N/A |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Secured Borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
2021 |
|
$ |
|
|
|
$ |
|
|
|
$ |
* |
|
$ |
N/A |
|
|||
2022 |
|
|
|
|
|
|
|
|
|
|
* |
|
|
N/A |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
(1) Total amount of each class of senior securities outstanding at the end of the period presented.
(2) Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $
118
(3) The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “*” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.
(4) Not applicable to SBA debentures, Credit Facility, January 2026 Notes, the November 2026 Notes and Secured Borrowings because these senior securities are not registered for public trading. The average market value per unit for the Public Notes is based on the average of the closing market price as of each quarter end during the fiscal year and the prior year end, as applicable, and is expressed per $
(5) We have excluded our SBA debentures from the asset coverage calculation as of December 31, 2012 pursuant to the exemptive relief granted by the SEC in March 2012 that permits us to exclude the senior securities issued by the Funds from the definition of senior securities in the asset coverage requirement applicable to us under the 1940 Act.
(6) Our 2023 Notes were repaid in full on January 19, 2021. Our February 2024 Notes and our November 2024 Notes were repaid in full on November 2, 2021.
Note 7. Commitments and Contingencies
Commitments: The Company had outstanding commitments to portfolio companies to fund various undrawn revolving loans, other debt investments and capital commitments totaling $
|
|
December 31, 2022 |
|
|
December 31, 2021 |
|
|
||||||||||
|
|
Total |
|
|
Unfunded |
|
|
Total |
|
|
Unfunded |
|
|
||||
Portfolio Company - Investment |
|
Commitment |
|
|
Commitment |
|
|
Commitment |
|
|
Commitment |
|
|
||||
Acendre Midco, Inc. - Revolving Loan |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Choice Technology Solutions, LLC (dba Choice Merchant Solutions, LLC) - Revolving Loan |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||
Combined Systems, Inc. - Revolving Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EBL, LLC (EbLens) - Common Equity (Units) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||
Elements Brands, LLC - Revolving Loan |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|||
Netbase Solutions, Inc. (dba Netbase Quid) - First Lien Debt (last out) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||
Netbase Solutions, Inc. (dba Netbase Quid) - First Lien Debt (last out) |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||
R1 Holdings, LLC (dba RoadOne IntermodaLogistics) - First Lien Debt |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||
R1 Holdings, LLC (dba RoadOne IntermodaLogistics) - Senior Subordinated Debt |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||
R1 Holdings, LLC (dba RoadOne IntermodaLogistics) - Common Equity |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||
Rhino Assembly Company, LLC - Delayed Draw Commitment |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Safety Products Group, LLC - Common Equity (Units) |
|
|
— |
|
|
|
— |
|
|
|
|
(1) |
|
|
(1) |
||
Tedia Company, LLC - Revolving Loan |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||
Tedia Company, LLC - Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||
Western's Smokehouse, LLC - Delayed Draw Term Loan |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
||
Wonderware Holdings, LLC (dba CORE Business Technologies) - Delayed Draw Term Loan |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
(1) Portfolio company was no longer held at period end. The commitment represents the Company's maximum potential liability related to certain guaranteed obligations stemming from the prior sale of the portfolio company's underlying operations.
Additional detail for each of the commitments above is provided in the Company’s consolidated schedules of investments.
The commitments are generally subject to the borrowers meeting certain criteria such as compliance with financial and non-financial covenants, which may limit such borrower's ability to draw on a revolving loan or delayed draw loan. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.
Indemnifications: In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide indemnifications under certain circumstances. In addition, in connection with the disposition of an investment in a portfolio company, the Company may be required to make representations about the business and financial affairs of such portfolio company typical of those made in connection with the sale of a business. The Company may also be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. The Company expects the risk of future obligation under these indemnifications to be remote.
Legal proceedings: In the normal course of business, the Company may be subject to legal and regulatory proceedings that are generally incidental to its ongoing operations. While the outcome of any such legal proceedings cannot be predicted with certainty, the Company does not believe any such legal proceedings will have a material adverse effect on the Company’s consolidated financial statements.
Note 8. Common Stock
Public Offerings of Common Stock
The following table summarizes the cumulative total shares issued, net proceeds received, and weighted average offering price in public offerings of the Company’s common stock since the IPO in June 2011.
119
Period |
|
Cumulative Number of Shares |
|
|
Cumulative Gross Proceeds |
|
|
Cumulative Underwriting Fees and Commissions and Offering Costs (1) |
|
|
Weighted Average Offering Price |
|
||||
Cumulative since IPO |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1) Fidus Investment Advisors, LLC agreed to bear a cumulative of $
Equity ATM Program
On November 10, 2022, the Company established the at-the-market program (the “ATM Program”), pursuant to which the Company may offer and sell, from time to time through Raymond James & Associates, Inc. and B. Riley Securities, Inc., each as sales agents, shares of the Company’s common stock having an aggregate offering price of up to $
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
Sales Agent |
|
|
|
|
||||
|
|
|
|
|
Gross |
|
|
Commissions |
|
|
Weighted- |
|
||||
|
|
Number of |
|
|
Proceeds |
|
|
and Offering |
|
|
Average |
|
||||
Year Ended December 31, 2022: |
|
Shares Sold |
|
|
Received |
|
|
Costs |
|
|
Price |
|
||||
January 1, 2022 through March 31, 2022 |
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
April 1, 2022 through June 30, 2022 |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
July 1, 2022 through September 30, 2022 |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
October 1, 2022 through December 31, 2022(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1) Net proceeds of $
As of December 31, 2022, the Company has $
Stock Repurchase Program
As described in Note 2, the Company has a Stock Repurchase Program under which the Company may acquire up to $
|
|
Years Ended December 31, |
|
|||||||||||
Repurchases of Common Stock |
|
2022 |
|
|
|
2021 |
|
|
|
2020 |
|
|||
Number of shares repurchased |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
Cost of shares repurchased, including commissions |
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
|
|
Weighted average price per share |
$ |
|
— |
|
|
$ |
|
— |
|
|
$ |
|
|
|
Weighted average discount to net asset value at quarter end prior to repurchases |
|
N/A |
|
|
|
N/A |
|
|
|
|
% |
|||
Refer to Note 9 for additional information regarding the issuance of shares under the DRIP.
The Company had
120
Note 9. Dividends and Distributions
The Company’s dividends and distributions are recorded on the record date. The following table summarizes the dividends paid during the last three fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DRIP |
|
|
|
|
|
DRIP |
|
||||||
Date |
|
Record |
|
Payment |
|
Amount |
|
|
Total |
|
|
Cash |
|
|
Shares |
|
|
DRIP |
|
|
Share |
|
||||||
Declared |
|
Date |
|
Date |
|
Per Share |
|
|
Distribution |
|
|
Distribution |
|
|
Value |
|
|
Shares |
|
|
Issue Price |
|
||||||
Year Ended December 31, 2020: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2/14/2020 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
4/29/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
8/03/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
10/26/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
10/26/2020 (2) |
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
||||||||
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
||||
Year Ended December 31, 2021: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2/09/2021 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
2/09/2021 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
5/03/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
5/03/2021 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
8/02/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
8/02/2021 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
8/02/2021 (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
11/01/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
11/01/2021 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
11/01/2021 (1) |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
||||||
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
||||
Year Ended December 31, 2022: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2/15/2022 |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
2/15/2022 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
5/02/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
5/02/2022 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
8/01/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
8/01/2022 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
8/01/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
8/01/2022 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
11/03/2022 (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
11/03/2022 (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
(3) |
|
— |
|
(3) |
|
— |
|
|||||
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
||||
(1) |
Special dividend |
(2) |
Supplemental dividend |
(3) |
During the years ended December 31, 2022, 2021, and 2020, the Company directed the DRIP plan administrator to repurchase shares on the open market in order to satisfy the DRIP obligation to deliver shares of common stock in lieu of issuing new shares. Accordingly, the Company purchased and reissued shares to satisfy the DRIP obligation as follows: |
|
|
|
|
Number of |
|
|
|
|
|
|
|
|||
|
|
|
|
Shares |
|
|
Average |
|
|
|
|
|||
|
|
|
|
Purchased |
|
|
Price Paid |
|
|
Total |
|
|||
Fiscal Year Ended December 31, 2020: |
|
|
|
and Reissued |
|
|
Per Share |
|
|
Amount Paid |
|
|||
January 1, 2020 through March 31, 2020 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
April 1, 2020 through June 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|||
July 1, 2020 through September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|||
October 1, 2020 through December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
Number of |
|
|
|
|
|
|
|
|||
|
|
|
|
Shares |
|
|
Average |
|
|
|
|
|||
|
|
|
|
Purchased |
|
|
Price Paid |
|
|
Total |
|
|||
Year Ended December 31, 2021: |
|
|
|
and Reissued |
|
|
Per Share |
|
|
Amount Paid |
|
|||
January 1, 2021 through March 31, 2021 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
April 1, 2021 through June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|||
July 1, 2021 through September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|||
October 1, 2021 through December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
Number of |
|
|
|
|
|
|
|
|||
|
|
|
|
Shares |
|
|
Average |
|
|
|
|
|||
|
|
|
|
Purchased |
|
|
Price Paid |
|
|
Total |
|
|||
Year Ended December 31, 2022: |
|
|
|
and Reissued |
|
|
Per Share |
|
|
Amount Paid |
|
|||
January 1, 2022 through March 31, 2022 |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
April 1, 2022 through June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|||
July 1, 2022 through September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|||
October 1, 2022 through December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
121
Note 10. Financial Highlights
The following is a schedule of financial highlights for the years ended December 31, 2022 to 2013:
|
|
Years Ended December 31, |
|
|||||||||||||||||
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
2018 |
|
|||||
Per share data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net asset value at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net investment income (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized gain (loss) on investments, net of tax (provision) (1) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Taxes paid on deemed distributions(1) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net unrealized appreciation (depreciation) on investments (1) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Realized losses on extinguishment of debt (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total increase from investment operations (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accretive (dilutive) effect of share issuances and repurchases |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Dividends declared to stockholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Distributions from capital gains |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Other (2) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Net asset value at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Market value at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Shares outstanding at end of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted average shares outstanding during the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Average net assets (6) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total expenses (4)(10) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Net investment income (5) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Total return based on market value (3) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
( |
%) |
||||
Total return based on net asset value (8) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Portfolio turnover ratio |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average debt outstanding (7) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Average debt per share (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
122
|
|
Years Ended December 31, |
|
|||||||||||||||||
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||||
Per share data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net asset value at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Net investment income (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net realized gain (loss) on investments, net of tax (provision) (1) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|||
Net unrealized appreciation (depreciation) on investments (1) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Realized losses on extinguishment of debt (1) |
|
|
( |
) |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Total increase from investment operations (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accretive (dilutive) effect of share issuances and repurchases |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Dividends to stockholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Distributions from capital gains |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Taxes paid on deemed distributions |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Other (2) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net asset value at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Market value at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Shares outstanding at end of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted average shares outstanding during the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Average net assets (6) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total expenses (4)(10) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Net investment income (5) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Total return based on market value (3) |
|
|
% |
|
|
% |
|
|
% |
|
|
( |
%) |
|
|
% |
||||
Total return based on net asset value (8) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Portfolio turnover ratio |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average debt outstanding (7) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Average debt per share (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
________________________________________________________
(1) |
Weighted average per share data. |
(2) |
Represents the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date, or other rounding. |
(3) |
Total return based on market value equals the change in the market value of the Company’s common stock per share during the period divided by the market value per share at the beginning of the period, and assumes reinvestment of dividends at prices obtained by our dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor. |
(4) |
The total expenses to average net assets ratio is calculated using i) the "total expenses, net of income incentive fee and base management fee waiver", ii) the "income tax (provision) benefit", iii) the "income tax (provision) benefit from realized gains on investments, and iv) income tax (provision) from deemed distribution of long term capital gains" captions as presented on the consolidated statements of operations. |
(5) |
The net investment income to average net assets ratio is calculated using the net investment income caption as presented on the consolidated statements of operations, which includes incentive fee. |
(6) |
Average net assets is calculated as the average of the net asset balances as of each quarter end during the fiscal year and the prior year end. |
(7) |
Average debt outstanding is calculated as the average of the outstanding debt balances, including secured borrowings, as of each quarter end during the fiscal year and the prior year end. |
(8) |
Total return based on net asset value per share equals the change in net asset value per share during the period, plus dividends paid per share during the period, less other non-operating changes during the period, and divided by beginning net asset value per share for the period. Non-operating changes include any items that affect net asset value per share other than increase from investment operations, such as the effects of share issuances and repurchases and other miscellaneous items. |
(9) |
There was |
(10) |
The following is a schedule of supplemental expense ratios to average net assets: |
|
|
Years Ended December 31, |
|
|||||||||||||||||
Ratio to average net assets: |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
2018 |
|
|||||
Expenses other than incentive fee (4) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Incentive fee (4)(9) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Total expenses (4) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
|
|
Years Ended December 31, |
|
|||||||||||||||||
Ratio to average net assets: |
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||||
Expenses other than incentive fee (4) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Incentive fee, net of incentive fee waiver (4)(9) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Total expenses (4) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
123
|
|
Years Ended December 31, |
|
|||||||||||||||||
Ratio to average net assets: |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
2018 |
|
|||||
Total expenses, before base management fee waiver (4) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Base management fee waiver (4)(9) |
|
|
( |
%) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Total expenses (4) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
|
|
Years Ended December 31, |
|
|||||||||||||||||
Ratio to average net assets: |
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
|||||
Total expenses, before base management fee waiver (4) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Base management fee waiver (4)(9) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Total expenses (4) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|||||
Note 11. Selected Quarterly Financial Data (unaudited)
|
March 31, |
|
|
June 30, |
|
|
September 30, |
|
|
December 31, |
|
|
||||
|
2022 |
|
|
2022 |
|
|
2022 |
|
|
2022 |
|
|
||||
Total investment income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net increase in net assets from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income per share(1) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Net increase in net assets from operations per share(1) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Net asset value per share at end of period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
|
March 31, |
|
|
June 30, |
|
|
September 30, |
|
|
December 31, |
|
|
||||
|
2021 |
|
|
2021 |
|
|
2021 |
|
|
2021 |
|
|
||||
Total investment income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net increase in net assets from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income per share(1) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Net increase in net assets from operations per share(1) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Net asset value per share at end of period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
|
March 31, |
|
|
June 30, |
|
|
September 30, |
|
|
December 31, |
|
|
||||
|
2020 |
|
|
2020 |
|
|
2020 |
|
|
2020 |
|
|
||||
Total investment income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net increase in net assets from operations |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Net investment income per share(1) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
Net increase in net assets from operations per share(1) |
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
Net asset value per share at end of period |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
(1) |
Per share amounts are calculated using the weighted average shares outstanding for the period. Due to rounding, the sum of the quarters may not equal the annual calculation on a per share basis. |
Note 12. Income Taxes
The Company has elected to be treated for U.S. federal income tax purposes as a RIC, whereby the Company generally will not be subject to U.S. federal income tax at corporate rates on any net ordinary income or capital gains that the Company timely distributes to its stockholders as dividends. The Company must generally distribute at least
124
The Taxable Subsidiaries hold certain portfolio investments for the Company. The Taxable Subsidiaries are consolidated for financial reporting purposes, and the portfolio investments held by the Taxable Subsidiaries are included in the Company’s consolidated financial statements. The principal purpose of the Taxable Subsidiaries is to permit the Company to hold equity investments in portfolio companies which are “pass through” entities for U.S. federal income tax purposes in order to comply with the “source-of-income” requirements contained in the RIC tax provisions of Subchapter M of the Code. The Taxable Subsidiaries are not consolidated with the Company for U.S. federal corporate income tax purposes, and each Taxable Subsidiary is subject to U.S. federal corporate income tax on its taxable income. The Taxable Subsidiaries are taxed as corporations and do not intend to qualify as a RIC pursuant to Subchapter M of the Code. As corporations, the Taxable Subsidiaries are obligated to pay U.S. federal, state and local income tax on taxable income, as applicable. Income earned and gains realized on the investment or investments held by the Taxable Subsidiary are taxable to such subsidiary. A tax provision for ordinary income, if any, is shown as income tax provision in the Consolidated Statements of Operations of the Company. A tax provision for realized and unrealized gains on investments is included as a reduction of realized and unrealized gains (losses) on investments in the Consolidated Statements of Operations of the Company. For the years ended December 31, 2022, 2021, and 2020, the Taxable Subsidiaries were subject to a
The Company and the Taxable Subsidiaries are also subject to various state and local income taxes.
The following table is a reconciliation of net increase in net assets resulting from operations on the consolidated statements of operations to taxable income and to total distributions declared to common stockholders for the years ended December 31, 2022, 2021, and 2020.
|
|
2022 (1) |
|
|
2021 |
|
|
2020 |
|
||||||
Net increase in net assets resulting from operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
Net change in unrealized (appreciation) depreciation on investments |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
||
Permanent book income and tax income differences |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Temporary book income and tax income differences |
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
Capital loss carry forward (utilization) |
|
|
|
- |
|
|
|
|
( |
) |
|
|
|
|
|
Taxable income |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Taxable income earned in prior year and carried forward for distribution in current year |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Taxable Subsidiaries liquidating distributions |
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
Deemed distribution of long term capital gains |
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
- |
|
Taxable income earned in current period and carried forward for distribution in following year |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
Total distributions to common stockholders |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
(1) |
The Company’s taxable income for 2022 is an estimate and will not be finalized until the Company files its 2022 federal income tax returns in 2023. Therefore, the Company’s actual taxable income, and the Company’s actual taxable income that was earned in 2022 and carried forward for distribution in 2023, may be different than this estimate. |
For tax purposes, distributions paid to stockholders are reported as ordinary income, long term capital gains and return of capital, or a combination thereof. The tax character of distributions paid for the years ended December 31, 2022, 2021, and 2020 was as follows:
|
|
2022 (1) |
|
|
2021 |
|
|
2020 |
|
||||||
Ordinary income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
Long term capital gains |
|
|
|
|
|
|
|
- |
|
|
|
|
- |
|
|
Return of capital |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
Total distributions to common stockholders |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|||
The Company estimates that it generated undistributed ordinary taxable income of approximately $
The Company may distribute a portion of its realized net long term capital gains in excess of realized net short term capital losses to its stockholders, but may also decide to retain a portion, or all, of its net capital gains and elect to make a “deemed distribution” to its stockholders. For the year ended December 31, 2022, the Company elected to designate retained net capital gains of $
125
As of December 31, 2022 and 2021, the tax basis components of distributable earnings were as follows:
|
|
December 31, |
|
|
December 31, |
|
||||
|
|
2022 (1) |
|
|
2021 |
|
||||
Undistributed ordinary income |
|
$ |
|
|
|
$ |
|
|
||
Undistributed long term capital gains |
|
|
|
|
|
|
|
|
||
Unrealized appreciation (depreciation) |
|
|
|
|
|
|
|
|
||
Temporary book/tax differences |
|
|
|
|
|
|
|
( |
) |
|
Capital loss carry forward |
|
|
|
- |
|
|
|
|
- |
|
Total distributable earnings |
|
$ |
|
|
|
$ |
|
|
||
(1) |
The Company’s distributable earnings for 2022 is an estimate and will not be finally determined until the Company files its 2022 federal income tax returns in 2023. Therefore, the Company’s actual distributable earnings may be different than this estimate. |
For federal income tax purposes, the cost of investments owned at December 31, 2022 and 2021 was approximately $
|
|
December 31, |
|
|
December 31, |
|
||||
|
|
2022 (1) |
|
|
2021 |
|
||||
Tax-basis amortized cost of investments |
|
$ |
|
|
|
$ |
|
|
||
Tax-basis gross unrealized appreciation on investments |
|
|
|
|
|
|
|
|
||
Tax-basis gross unrealized depreciation on investments |
|
|
|
( |
) |
|
|
|
( |
) |
Tax-basis net unrealized appreciation on investments |
|
|
|
|
|
|
|
|
||
Fair value of investments |
|
$ |
|
|
|
$ |
|
|
||
(1) |
The Company’s tax-basis amortized cost of investments for 2022 is an estimate and will not be finally determined until 2023 when the Company receives the relevant tax forms from portfolio companies with equity investments. Therefore, the Company’s actual tax-basis amortized cost of investments may be different than this estimate. |
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal tax regulations, which may differ from amounts determined in accordance with GAAP and those differences could be material. These permanent book-to-tax differences are reclassified on the consolidated statements of changes in net assets to reflect their tax character but have no impact on total net assets.
|
|
2022 (1) |
|
|
2021 |
|
|
2020 |
|
||||||
Additional paid-in capital |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
|
$ |
|
( |
) |
Total distributable earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|||
(1) |
The Company’s permanent book-to-tax reclassifications for 2022 are an estimate and will not be finalized until the Company files its 2022 federal income tax returns in 2023. Therefore, the Company’s actual permanent book-to-tax reclassifications may be different than this estimate. The Company adjusts such reclassifications in the following years when finalized, and such adjustments are reflected in the consolidated statements of changes in net assets and the consolidated statements of assets and liabilities. |
Note 13. Subsequent Events
On
On
On February 27, 2023, the Company issued an additional $
On
For the period from January 1, 2023, to February 28, 2023, the Company sold a total of
126
On March 1, 2023, the Company invested $
127
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act) as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Management’s Annual Report on Internal Control over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Management (with the participation of our Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
128
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the U.S. Securities and Exchange Commission within 120 days following the end of our fiscal year.
Item 11. Executive Compensation.
The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the U.S. Securities and Exchange Commission within 120 days following the end of our fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the U.S. Securities and Exchange Commission within 120 days following the end of our fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the U.S. Securities and Exchange Commission within 120 days following the end of our fiscal year.
Item 14. Principal Accountant Fees and Services.
The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2023 Annual Meeting of Stockholders, to be filed with the U.S. Securities and Exchange Commission within 120 days following the end of our fiscal year.
129
PART IV
Item 15. Exhibits and Financial Statement Schedules.
The following documents are filed or incorporated by reference as part of this Annual Report:
(1) Consolidated Financial Statements
(2) Financial Statement Schedules
None.
(3) Exhibits
Unless otherwise noted, the following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
Exhibit Number |
|
Description |
3.1 |
|
|
3.2 |
|
|
4.1 |
|
|
4.2 |
|
|
4.3 |
|
|
4.4 |
|
|
4.5 |
|
|
130
4.6 |
|
|
4.7
4.8
|
|
|
10.1 |
|
|
10.2 |
|
|
10.3 |
|
|
10.4 |
|
|
10.5† |
|
|
10.6 |
|
|
10.7 |
|
|
10.8 |
|
|
10.9
10.10
|
|
131
10.11
|
|
|
10.12 |
|
|
10.13 |
|
|
14.1 |
|
|
21.1 |
|
|
23.1 |
|
Consent of Independent Registered Public Accounting Firm.*
|
31.1 |
|
|
31.2 |
|
|
32.1 |
|
|
* |
Filed herewith. |
† |
Denotes a management contract or compensatory plan, contract or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FIDUS INVESTMENT CORPORATION A Maryland Corporation |
||
|
|
|
|
|||||
Date: March 2, 2023 |
|
|
|
|
|
|
||
|
|
|
|
|||||
|
|
|
|
|
|
/s/ EDWARD H. ROSS |
||
|
|
|
|
|
|
Name: Edward H. Ross |
||
|
|
|
|
|
|
Title: Chairman and Chief Executive Officer |
||
132
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
/s/ EDWARD H. ROSS Edward H. Ross |
|
Chairman and Chief Executive Officer (Principal Executive Officer) |
|
March 2, 2023 |
|
|
|
||
/s/ THOMAS C. LAUER Thomas C. Lauer |
|
President and Director
|
|
March 2, 2023 |
|
|
|
||
/s/ SHELBY E. SHERARD Shelby E. Sherard |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
March 2, 2023 |
|
|
|
||
/s/ RAYMOND L. ANSTISS, JR. Raymond L. Anstiss, Jr. |
|
Director |
|
March 2, 2023 |
|
|
|
|
|
/s/ KELLY MCNAMARA CORLEY Kelly McNamara Corley |
|
Director |
|
March 2, 2023 |
|
|
|
|
|
/s/ CHARLES D. HYMAN Charles D. Hyman |
|
Director |
|
March 2, 2023 |
|
|
|
||
/s/ EDWARD X. TUNE Edward X. Tune |
|
Director |
|
March 2, 2023 |
133
Exhibit 4.8
DESCRIPTION OF SECURITIES
As of December 31, 2022, Fidus Investment Corporation (“we,” “our,” “us,” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, par value $0.001 per share (“common stock”).
The following description of the common stock is as of December 31, 2022 and based on, as applicable, the relevant portions of the Maryland General Corporation Law (“MGCL”), the Company’s articles of amendment and restatement (“charter”), and our bylaws (“bylaws”). This summary is a description of the material terms of, and is qualified in its entirety by, the charter and the bylaws, each of which is incorporated by reference as an exhibit to this Annual Report on Form 10-K. As a result, this summary may not contain all of the information that is important to you. We refer you to the MGCL, the charter, and the bylaws for a more detailed description of the provisions summarized below. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Annual Report on Form 10-K to which this Description of Securities is an exhibit.
Common Stock, $0.001 par value per share
The authorized capital stock of Fidus Investment Corporation (the “Company,” “we,” “our” or “us”) consists of 100,000,000 shares of common stock, par value $0.001 per share. Our common stock trades on the Nasdaq Global Select Market under the ticker symbol “FDUS.” There are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plan. Under Maryland law, our stockholders generally are not personally liable for our debts or obligations.
Under our charter, our board of directors is authorized to classify and reclassify any unissued shares of stock into other classes or series of stock without obtaining stockholder approval. As permitted by the MGCL, our charter provides that the board of directors, without any action by our stockholders, may amend the charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue.
All shares of our common stock have equal rights as to earnings, assets, voting, and distributions and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our board of directors and declared by us out of assets legally available therefor. Shares of our common stock have no preemptive, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock can elect all of our directors, and holders of less than a majority of such shares will be unable to elect any director.
Provisions of the MGCL and our Charter and Bylaws
The MGCL and our charter and bylaws contain provisions that could make it more difficult for a potential acquiror to acquire us by means of a tender offer, proxy contest or otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms.
Classified Board of Directors
Our board of directors is divided into three classes of directors serving staggered three-year terms. Directors of each class will be elected to serve for three-year terms and until their successors are duly elected and qualify and each year one class of directors will be elected by the stockholders. A classified board may render a change in control of us or removal of our incumbent management more difficult. We believe, however, that the longer time required to elect a majority of a classified board of directors will help to ensure the continuity and stability of our management and policies.
Election of Directors
Our charter and bylaws provide that the affirmative vote of the holders of a plurality of the outstanding shares of stock entitled to vote in the election of directors cast at a meeting of stockholders duly called and at which a quorum is present is required to elect a director. Pursuant to our bylaws our board of directors may amend the bylaws to alter the vote required to elect directors.
Number of Directors; Vacancies; Removal
Our charter provides that the number of directors will be set only by the board of directors in accordance with our bylaws. Our bylaws provide that a majority of our entire board of directors may at any time increase or decrease the number of directors. However, unless our bylaws are amended, the number of directors may never be less than one nor more than eight. Except as may be provided by the board of directors in setting the terms of any class or series of preferred stock, any and all vacancies on the board of directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies, subject to any applicable requirements of the 1940 Act.
Our charter provides that a director may be removed only for cause, as defined in our charter, and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast in the election of directors.
Action by Stockholders
Under the MGCL, stockholder action can be taken only at an annual or special meeting of stockholders or (unless the charter provides for stockholder action by less than unanimous written consent, which our charter does not) by unanimous written consent in lieu of a meeting. These provisions, combined with the requirements of our bylaws regarding the calling of a stockholder-requested special meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.
Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals
Our bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to the board of directors and the proposal of business to be considered by stockholders may be made only (a) pursuant to our notice of the meeting, (b) by the board of directors or (c) by a stockholder who was a stockholder of record both at the time of giving notice and at the time of the annual meeting and who is entitled to vote at the meeting and who has complied with the advance notice procedures of our bylaws. With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before the meeting. Nominations of persons for election to the board of directors at a special meeting may be made only (a) pursuant to our notice of the meeting, (b) by the board of directors or (c) provided that the board of directors has determined that directors will be elected at the meeting, by a stockholder who was a stockholder of record both at the time of giving notice and at the time of the annual meeting and who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws.
The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our board of directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our board of directors, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our board of directors any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of (a) precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and (b) discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.
Calling of Special Meetings of Stockholders
Our bylaws provide that special meetings of stockholders may be called by the chairman of our board of directors, our President and our board of directors. Additionally, our bylaws provide that, subject to the satisfaction of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders will be called by the secretary of the corporation upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.
Approval of Extraordinary Corporate Action; Amendment of Charter and Bylaws
Under Maryland law, a Maryland corporation generally cannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business, unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Our charter provides that certain charter amendments, any proposal for our conversion, whether by charter amendment, merger or otherwise, from a closed-end company to an open-end company and any proposal for our liquidation or dissolution requires the approval of the stockholders entitled to cast at least 80.0% of the votes entitled to be cast on such matter. However, if such amendment or proposal is approved by a majority of our continuing directors (in addition to approval by our board of directors), such amendment or proposal may be approved by a majority of the votes entitled to be cast on such a matter. The “continuing directors” are defined in our charter as (a) our current directors, (b) those directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of our current directors then on the board of directors or (c) any successor directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies is approved by a majority of continuing directors or the successor continuing directors then in office.
Our charter and bylaws provide that the board of directors has the exclusive power to make, alter, amend or repeal any provision of our bylaws.
No Appraisal Rights
Except with respect to appraisal rights arising in connection with the Control Share Act discussed below, as permitted by the MGCL, our charter provides that stockholders will not be entitled to exercise appraisal rights unless a majority of the board of directors shall determine such rights apply.
Control Share Acquisitions
The MGCL provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter (the “Control Share Act”). Shares owned by the acquiror, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:
The requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth above. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions.
A person who has made or proposes to make a control share acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.
If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to redeem control shares is subject to certain conditions and limitations, including, as provided in our bylaws compliance with the 1940 Act. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.
The Control Share Act does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Control Share Act any and all acquisitions by any person of our shares of stock. There can be no assurance that such provision will not be amended or eliminated at any time in the future. However, we will amend our bylaws to be subject to the Control Share Act only if the board of directors determines that it would be in our best interests and if the SEC staff does not object to our determination that our being subject to the Control Share Act does not conflict with the 1940 Act.
Business Combinations
Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder (the “Business Combination Act”). These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:
A person is not an interested stockholder under this statute if the board of directors approved in advance the transaction by which the stockholder otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board.
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:
These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.
The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Our board of directors has adopted a resolution, subject to the provisions of the 1940 Act, that any business combination between us and any other person is exempted from the provisions of the Business Combination Act, provided that the business combination is first approved by the board of directors, including a majority of the directors who are not interested persons as defined in the 1940 Act. This resolution may be altered or repealed in whole or in part at any time; however, our board of directors will adopt resolutions so as to make us subject to the provisions of the Business Combination Act only if the board of directors determines that it would be in our best interests and if the SEC staff does not object to our determination that our being subject to the Business Combination Act does not conflict with the 1940 Act. If this resolution is repealed, or the board of directors does not otherwise approve a business combination, the statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.
Conflict with 1940 Act
Our bylaws provide that, if and to the extent that any provision of the MGCL, including the Control Share Act (if we amend our bylaws to be subject to such Act) and the Business Combination Act, or any provision of our charter or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.
Exhibit 21.1
SUBSIDIARIES OF FIDUS INVESTMENT CORPORATION
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Name |
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Jurisdiction |
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FCDS Corp. |
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Delaware |
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FCMH Equity Corp. |
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Delaware |
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Fidus Capital GP, LLC |
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Delaware |
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Fidus Investment GP, LLC |
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Delaware |
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Fidus Mezzanine Capital, L.P. |
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Delaware |
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Fidus Mezzanine Capital II, L.P. |
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Delaware |
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Fidus Mezzanine Capital III, L.P. |
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Delaware |
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Fidus Investment Holdings, Inc. |
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Delaware |
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (333-253525) on Form N-2 of Fidus Investment Corporation of our report dated March 2, 2023, relating to the consolidated financial statements, including the senior securities table, of Fidus Investment Corporation, appearing in the Annual Report on Form 10-K of Fidus Investment Corporation for the year ended December 31, 2022.
/s/ RSM US LLP
Chicago, Illinois
March 2, 2023
Exhibit 31.1
Fidus Investment Corporation Chief Executive Officer Certification
Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Edward H. Ross, as Chief Executive Officer of Fidus Investment Corporation, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Fidus Investment Corporation; |
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2. |
Based 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; |
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3. |
Based 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; |
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4. |
The registrant’s other certifying officer(s) 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: |
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(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; |
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(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; |
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(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 |
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(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 |
5. |
The registrant’s other certifying officer(s) 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): |
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(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 |
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(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: March 2, 2023
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/s/ EDWARD H. ROSS |
Edward H. Ross |
Chairman and Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 31.2
Fidus Investment Corporation Chief Financial Officer Certification
Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Shelby E. Sherard, as Chief Financial Officer of Fidus Investment Corporation, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Fidus Investment Corporation; |
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2. |
Based 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; |
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3. |
Based 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; |
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4. |
The registrant’s other certifying officer(s) 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: |
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(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; |
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(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; |
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(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 |
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(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 |
5. |
The registrant’s other certifying officer(s) 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): |
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(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 |
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(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: March 2, 2023
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/s/ SHELBY E. SHERARD |
Shelby E. Sherard |
Chief Financial Officer |
(Principal Financial and Accounting Officer) |
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
In connection with the Annual Report on Form 10-K of Fidus Investment Corporation (the “Company”) for the annual period ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Edward H. Ross, Chief Executive Officer of the Company, and I, Shelby E. Sherard, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Date: March 2, 2023 |
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/s/ EDWARD H. ROSS |
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Edward H. Ross |
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Chairman and Chief Executive Officer |
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(Principal Executive Officer) |
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/s/ SHELBY E. SHERARD |
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Shelby E. Sherard |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |