8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 2, 2019

 

 

Fidus Investment Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   814-00861   27-5017321

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1603 Orrington Avenue, Suite 1005, Evanston, Illinois   60201
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 847-859-3940

Not Applicable

Former name or former address, if changed since last report

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which

                     registered                    

Common Stock, par value $0.001 per share   The NASDAQ Global Select Market (trading symbol: FDUS)
5.875% Notes due 2023   The NASDAQ Global Select Market (trading symbol: FDUSL)
6.000% Notes due 2024   The NASDAQ Global Select Market (trading symbol: FDUSZ)

Securities registered pursuant to Section 12(g) of the Act: None

 

 

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

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

On May 2, 2019, Fidus Investment Corporation issued a press release announcing its financial results for the quarter ended March 31, 2019. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

 

Item 7.01.

Regulation FD Disclosure.

Fidus Investment Corporation issued a press release, filed herewith as Exhibit 99.1, on May 2, 2019 announcing the declaration of a regular quarterly dividend of $0.39 per share, which is payable on June 21, 2019 to stockholders of record as of June 7, 2019.

The information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

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

 

Exhibit
No.
  

Description

99.1    Press Release dated May 2, 2019 of the Fidus Investment Corporation


SIGNATURES

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

 

Date: May 2, 2019     Fidus Investment Corporation
    By:  

/s/ Shelby E. Sherard

      Shelby E. Sherard
      Chief Financial Officer and Secretary
EX-99.1

Exhibit 99.1

 

LOGO

FIDUS INVESTMENT CORPORATION ANNOUNCES

FIRST QUARTER 2019 FINANCIAL RESULTS

Regular Quarterly Dividend of $0.39 Per Share Declared for Second Quarter 2019

EVANSTON, Ill., May 2, 2019 – Fidus Investment Corporation (NASDAQ:FDUS) (“Fidus” or the “Company”), a provider of customized debt and equity financing solutions, primarily to lower middle-market companies based in the United States, today announced its financial results for the first quarter ended March 31, 2019.

First Quarter 2019 Financial Highlights

 

   

Total investment income of $20.3 million

 

   

Net investment income of $9.6 million, or $0.39 per share

 

   

Adjusted net investment income of $10.0 million, or $0.41 per share(1)

 

   

Net increase in net assets resulting from operations of $11.4 million, or $0.46 per share

 

   

Invested $80.5 million in debt and equity securities, including four new portfolio companies

 

   

Received proceeds from repayments and realizations of $57.4 million

 

   

Paid regular quarterly dividend of $0.39 per share on March 22, 2019

 

   

Net asset value (NAV) of $404.8 million, or $16.55 per share, as of March 31, 2019

 

   

Estimated spillover income (or taxable income in excess of distributions) as of March 31, 2019 of $17.9 million, or $0.73 per share

 

   

Granted third SBIC license

Management Commentary

“As expected, the high level of originations and realizations activity during the fourth quarter stretched into the first quarter, and we closed $80.5 million in investments, received $57.4 in repayments and grew NAV to $16.55 per share,” said Edward Ross, Chairman and CEO of Fidus Investment Corporation. “The combination of a third SBIC license, amended credit facility and recent debt offering positions us well from a capital structure perspective to support our investment strategy of offering customized financing solutions to high quality companies that possess defensive characteristics, generate excess cash flow for debt service and have positive long-term outlooks. We remain committed to our primary goal of delivering stable dividends and growing net asset value over time through careful investment selection and our continued focus on capital preservation and generating attractive risk-adjusted returns.”

(1) Supplemental information regarding adjusted net investment income:

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


First Quarter 2019 Financial Results

The following table provides a summary of our operating results for the three months ended March 31, 2019 as compared to the same period in 2018 (dollars in thousands, except per share data):

 

     Three Months Ended
March 31,
               
     2019      2018      $ Change      % Change  
Interest income    $ 15,252      $ 14,735      $ 517        3.5
Payment-in-kind interest income      2,630        1,679        951        56.6
Dividend income      295        338        (43      (12.7 %) 
Fee income      2,099        1,437        662        46.1
Interest on idle funds and other income      54        44        10        22.7
  

 

 

    

 

 

    

 

 

    

 

 

 
Total investment income    $ 20,330      $ 18,233      $ 2,097        11.5
  

 

 

    

 

 

    

 

 

    

 

 

 
Net investment income    $ 9,599      $ 7,527      $ 2,072        27.5
Net investment income per share    $ 0.39      $ 0.31      $ 0.08        25.8
Adjusted net investment income (1)    $ 9,954      $ 9,057      $ 897        9.9
Adjusted net investment income per share (1)    $ 0.41      $ 0.37      $ 0.04        10.8
Net increase in net assets resulting from operations    $ 11,372      $ 15,025      $ (3,653      (24.3 %) 
Net increase in net assets resulting from operations per share    $ 0.46      $ 0.61      $ (0.15      (24.6 %) 

The $2.1 million increase in total investment income for the three months ended March 31, 2019 as compared to the same period in 2018 was primarily attributable to (i) a $1.5 million increase in total interest income (including payment-in-kind interest income) resulting from higher average debt investment balances outstanding, partially offset by a decrease in weighted average debt investment yield and (ii) a $0.7 million increase in resulting from an increase in structuring fees due to a comparative increase in new investments and an increase in prepayment fee income.

For the three months ended March 31, 2019, total expenses, including income tax provision, were $10.7 million, flat with the three months ended March 31, 2018. Changes in expenses across periods were primarily attributable to (i) a $0.7 million increase in interest and financing expenses due to an increase in average borrowings outstanding and an increase in weighted average interest rate on borrowings, (ii) a $0.4 million net increase in base management and income incentive fees due to higher average total assets and higher pre-incentive fee net investment income, and (iii) partially offset by a $(1.2) million decrease in the capital gains incentive fee accrued.

Net investment income increased by $2.1 million, or 27.5%, to $9.6 million during the three months ended March 31, 2019 as compared to the same period in 2018, as a result of the $2.1 million increase in total investment income and flat total expenses, including income tax provision. Adjusted net investment income (1), which excludes the capital gains incentive fee accrual, increased by $0.9 million, or 9.9%, to $10.0 million due to the $2.1 million increase in total investment income, as compared to a $1.2 million increase in total expenses, excluding the accrued capital gains incentive fee.

For the three months ended March 31, 2019, the total net realized loss on investments, net of income tax provision on realized gains, was $(1.6) million, as compared to total net realized gain on investments, net of income tax provision on realized gains, of $5.5 million for the same period in 2018.

Portfolio and Investment Activities

As of March 31, 2019, the fair value of our investment portfolio totaled $670.5 million and consisted of 61 active portfolio companies and four portfolio companies that have sold their underlying operations. Our total portfolio investments at fair value were approximately 107.7% of the related cost basis as of March 31, 2019. As of March 31, 2019, eight portfolio company’s debt investments bore interest at a variable rate, which represented $80.3 million of our portfolio on a fair value basis, and the remainder of our debt portfolio was comprised of fixed rate investments. As of March 31, 2019, our average active portfolio company investment at amortized cost was $10.2 million, which excludes investments in the four portfolio companies that have sold their underlying operations. The weighted average yield on debt investments was 12.4% as of March 31, 2019. The weighted average yield was computed using the effective interest rates for debt investments at cost as of March 31, 2019, including the accretion of OID and loan origination fees, but excluding investments on non-accrual status, if any.


First quarter 2019 investment activity included the following new portfolio company investments:

 

   

BCC Group Holdings, Inc., a leading provider of software and data solutions designed to enhance direct mail processing. Fidus invested $18.4 million in subordinated debt, common equity and preferred equity.

 

   

BCM One Group Holdings, Inc., a provider of managed technology solutions and services. Fidus invested $28.3 million in subordinated debt, common equity and preferred equity.

 

   

Bedford Precision Parts LLC, a leading distributor and assembler of replacement parts, accessories and kits for the spraying equipment industry (paint, foam, other). Fidus invested $5.5 million in first lien debt and common equity.

 

   

Diversified Search, LLC, a leading multi-practice retained executive search firm. Fidus invested $10.5 million in first lien debt and common equity.

As of March 31, 2019, we had debt investments in one portfolio company on non-accrual status and a debt investment in one portfolio company on PIK-only non-accrual status, which had an aggregate cost and fair value of $23.7 million and $12.6 million, respectively.

Liquidity and Capital Resources

As of March 31, 2019, we had $26.2 million in cash and cash equivalents and $90.0 million of unused capacity under our senior secured revolving credit facility (the “Credit Facility”). As of March 31, 2019, we had SBA debentures outstanding of $171.3 million, $50.0 million outstanding of our 5.875% notes due 2023 (the “2023 Notes”), and $69.0 million outstanding of our 6.000% notes due 2024 (the “2024 Notes” and collectively with the 2023 Notes, the “Public Notes”). As of March 31, 2019, the weighted average interest rate on total debt outstanding was 4.4%.

Subsequent Events

On April 24, 2019, we executed an amendment and restatement of our Credit Facility, whereby, among other things, the total commitments under the Credit Facility increased from $90 million to $100 million, the final maturity date was extended from June 16, 2019 to April 24, 2023, and the pricing on the Credit Facility was reduced from LIBOR plus 3.50% to LIBOR plus 3.00%. The amendment also includes an expansion of the accordion feature to $250 million to accommodate our further growth, and modifies certain covenants to the Credit Facility.

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, the Company will become subject to the 150% asset coverage ratio effective as of April 29, 2020.

Second Quarter 2019 Dividend of $0.39 Per Share Declared

On April 29, 2019, our Board of Directors declared a regular quarterly dividend of $0.39 per share payable on June 21, 2019 to stockholders of record as of June 7, 2019.

When declaring dividends, our Board of Directors reviews estimates of taxable income available for distribution, which differs from consolidated income under generally accepted accounting principles due to (i) changes in unrealized appreciation and depreciation, (ii) temporary and permanent differences in income and expense recognition, and (iii) the amount of undistributed taxable income carried over from a given year for distribution in the following year. The final determination of 2019 taxable income, as well as the tax attributes for 2019 dividends, will be made after the close of the 2019 tax year. The final tax attributes for 2019 dividends will generally include ordinary taxable income but may also include capital gains, qualified dividends and return of capital.

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


First Quarter 2019 Financial Results Conference Call

Management will host a conference call to discuss the operating and financial results at 9:00am ET on Friday, May 3, 2019. To participate in the conference call, please dial (877) 810-3368 approximately 10 minutes prior to the call. International callers should dial (914) 495-8561. Please reference conference ID # 7689749.

A live webcast of the conference call will be available at http://investor.fdus.com/events-presentations. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software.

A telephone replay of the conference call will be available from 12:00pm ET on May 3, 2019 until 11:59pm ET on May 10, 2019 and may be accessed by calling (855) 859-2056 (domestic dial-in) or (404) 537-3406 (international dial-in) and reference conference ID # 7689749. An archived replay of the conference call will also be available in the investor relations section of the Company’s website.

ABOUT FIDUS INVESTMENT CORPORATION

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

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

FORWARD-LOOKING STATEMENTS

This press release may contain certain forward-looking statements which are based upon current expectations and are inherently uncertain. Any such statements, other than statements of historical fact, are likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under the Company’s control, and that the Company may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from these estimates and projections of the future as a result of a number of factors, including those described from time to time in the Company’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made, and are based on information available to the Company as of the date hereof and are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to update any such statement now or in the future, except as required by applicable law.


FIDUS INVESTMENT CORPORATION

Consolidated Statements of Assets and Liabilities

(in thousands, except shares and per share data)

 

     March 31, 2019
(unaudited)
    December 31,
2018
 
ASSETS     
Investments, at fair value     
Control investments (cost: $7,338 and $22,697, respectively)    $ 5,098     $ 18,820  
Affiliate investments (cost: $66,636 and $70,924, respectively)      121,522       123,051  
Non-control/non-affiliate investments (cost: $548,730 and $505,129, respectively)      543,861       501,111  
  

 

 

   

 

 

 
Total investments, at fair value (cost: $622,704 and $598,750, respectively)      670,481       642,982  
Cash and cash equivalents      26,209       42,015  
Interest receivable      7,308       7,528  
Prepaid expenses and other assets      851       1,351  
  

 

 

   

 

 

 
Total assets    $ 704,849     $ 693,876  
  

 

 

   

 

 

 
LIABILITIES     
SBA debentures, net of deferred financing costs    $ 167,332     $ 186,734  
Public Notes, net of deferred financing costs      115,087       48,411  
Borrowings under Credit Facility, net of deferred financing costs      (84     36,358  
Accrued interest and fees payable      1,717       2,812  
Base management fee payable – due to affiliate      2,871       2,927  
Income incentive fee payable – due to affiliate      2,485       2,785  
Capital gains incentive fee payable – due to affiliate      9,770       9,415  
Administration fee payable and other – due to affiliate      375       474  
Taxes payable      215       803  
Accounts payable and other liabilities      265       172  
  

 

 

   

 

 

 
Total liabilities      300,033       290,891  
  

 

 

   

 

 

 
Commitments and contingencies     
NET ASSETS     
Common stock, $0.001 par value (100,000,000 shares authorized, 24,463,119 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively)      24       24  
Additional paid-in capital      366,278       366,278  
Total distributable earnings      38,514       36,683  
  

 

 

   

 

 

 
Total net assets      404,816       402,985  
  

 

 

   

 

 

 
Total liabilities and net assets    $ 704,849     $ 693,876  
  

 

 

   

 

 

 
Net asset value per common share    $ 16.55     $ 16.47  
  

 

 

   

 

 

 


FIDUS INVESTMENT CORPORATION

Consolidated Statements of Operations (unaudited)

(in thousands, except shares and per share data)

 

     Three Months Ended
March 31,
 
     2019     2018  

Investment Income:

    

Interest income

    

Control investments

   $ 282     $ 57  

Affiliate investments

     1,520       1,655  

Non-control/non-affiliate  investments

     13,450       13,023  
  

 

 

   

 

 

 

Total interest income

     15,252       14,735  

Payment-in-kind interest income

    

Control investments

     1,237       153  

Affiliate investments

     83       400  

Non-control/non-affiliate  investments

     1,310       1,126  
  

 

 

   

 

 

 

Total payment-in-kind  interest income

     2,630       1,679  

Dividend income

    

Control investments

     —         —    

Affiliate investments

     368       444  

Non-control/non-affiliate  investments

     (73     (106
  

 

 

   

 

 

 

Total dividend income

     295       338  

Fee income

    

Control investments

     349       —    

Affiliate investments

     22       (4

Non-control/non-affiliate  investments

     1,728       1,441  
  

 

 

   

 

 

 

Total fee income

     2,099       1,437  

Interest on idle funds and other income

     54       44  
  

 

 

   

 

 

 

Total investment income

     20,330       18,233  
  

 

 

   

 

 

 

Expenses:

    

Interest and financing expenses

     3,724       2,932  

Base management fee

     2,871       2,685  

Incentive fee - income

     2,485       2,224  

Incentive fee - capital gains

     355       1,530  

Administrative service expenses

     399       399  

Professional fees

     590       510  

Other general and administrative expenses

     305       295  
  

 

 

   

 

 

 

Total expenses

     10,729       10,575  
  

 

 

   

 

 

 

Net investment income before income taxes

     9,601       7,658  

Income tax provision (benefit)

     2       131  
  

 

 

   

 

 

 

Net investment income

     9,599       7,527  
  

 

 

   

 

 

 

Net realized and unrealized gains (losses) on investments:

    

Net realized gains (losses):

    

Control investments

     (1,268     —    

Affiliate investments

     35       6,973  

Non-control/non-affiliate  investments

     (358     305  
  

 

 

   

 

 

 

Total net realized gain (loss) on investments

     (1,591     7,278  
  

 

 

   

 

 

 

Income tax (provision) benefit from realized gains on investments

     8       (1,747

Net change in unrealized appreciation (depreciation):

    

Control investments

     1,637       73  

Affiliate investments

     2,759       6,385  

Non-control/non-affiliate  investments

     (851     (4,341
  

 

 

   

 

 

 

Total net change in unrealized appreciation (depreciation) on investments

     3,545       2,117  
  

 

 

   

 

 

 

Net gain on investments

     1,962       7,648  

Realized losses on extinguishment of debt

     (189     (150
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

   $ 11,372     $ 15,025  
  

 

 

   

 

 

 

Per common share data:

    

Net investment income per share-basic and diluted

   $ 0.39     $ 0.31  
  

 

 

   

 

 

 

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

   $ 0.46     $ 0.61  
  

 

 

   

 

 

 

Dividends declared per share

   $ 0.39     $ 0.39  
  

 

 

   

 

 

 

Weighted average number of shares outstanding — basic and diluted

     24,463,119       24,498,041  
  

 

 

   

 

 

 


Schedule 1

Supplemental Information Regarding Adjusted Net Investment Income

On a supplemental basis, we provide information relating to adjusted net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income. Adjusted net investment income represents net investment income excluding any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The management agreement with our advisor provides that a capital gains incentive fee is determined and paid annually with respect to cumulative realized capital gains (but not unrealized capital gains) to the extent such realized capital gains exceed realized and unrealized losses for such year, less the aggregate amount of any capital gains incentive fees paid in all prior years. In addition, we accrue, but do not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. As such, we believe that adjusted net investment income is a useful indicator of operations exclusive of any capital gains incentive fee expense or (reversal) attributable to realized and unrealized gains and losses. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. The following table provides a reconciliation of net investment income to adjusted net investment income for the three months ended March 31, 2019 and 2018.

 

     ($ in thousands)
Three Months Ended
March 31,
(unaudited)
 
     2019      2018  

Net investment income

   $ 9,599      $ 7,527  

Capital gains incentive fee expense (reversal)

     355        1,530  
  

 

 

    

 

 

 

Adjusted net investment income (1)

   $ 9,954      $ 9,057  
  

 

 

    

 

 

 
     (Per share)
Three Months Ended

March 31,
(unaudited)
 
     2019      2018  

Net investment income

   $ 0.39      $ 0.31  

Capital gains incentive fee expense (reversal)

     0.01        0.06  
  

 

 

    

 

 

 

Adjusted net investment income (1)

   $ 0.41      $ 0.37  
  

 

 

    

 

 

 

 

(1)

Adjusted net investment income per share amounts are calculated as adjusted net investment income dividend by weighted average shares outstanding for the period. Due to rounding, the sum of net investment income per share and capital gains incentive fee expense (reversal) amounts may not equal the adjusted net investment income per share amount presented here.

 

Company Contact:    Investor Relations Contact:
Shelby E. Sherard    Jody Burfening
Chief Financial Officer    LHA
(847) 859-3940    (212) 838-3777
ssherard@fidusinv.com    jburfening@lhai.com