FIDUS INVESTMENT Corp - Quarter Report: 2017 March (Form 10-Q)

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Smaller reporting company

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 814-00861

Fidus Investment Corporation

(Exact Name of Registrant as Specified in its Charter)


Maryland		27-5017321
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1603 Orrington Avenue, Suite 1005 Evanston, Illinois		60201
(Address of Principal Executive Offices)		(Zip Code)

(847) 859-3940

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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. ☐

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

As of May 1, 2017, the Registrant had outstanding 22,457,576 shares of common stock, $0.001 par value.

FIDUS INVESTMENT CORPORATION

TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q


	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
	Consolidated Statements of Assets and Liabilities — March 31, 2017 (unaudited) and December 31, 2016	1
	Consolidated Statements of Operations — Three Months Ended March 31, 2017 (unaudited) and 2016 (unaudited)	2
	Consolidated Statements of Changes in Net Assets — Three Months Ended March 31, 2017 (unaudited) and 2016 (unaudited)	3
	Consolidated Statements of Cash Flows — Three Months Ended March 31, 2017 (unaudited) and 2016 (unaudited)	4
	Consolidated Schedules of Investments — March 31, 2017 (unaudited) and December 31, 2016	5
	Notes to Consolidated Financial Statements (unaudited)	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	51
Item 4.	Controls and Procedures.	51
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings.	52
Item 1A.	Risk Factors.	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	52
Item 3.	Defaults Upon Senior Securities.	52
Item 4.	Mine Safety Disclosures.	52
Item 5.	Other Information.	52
Item 6.	Exhibits.	53
Signatures		54
Exhibit Index		55

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

FIDUS INVESTMENT CORPORATION

Consolidated Statements of Assets and Liabilities

(in thousands, except shares and per share data)


	March 31, 2017 (unaudited)			December 31, 2016
ASSETS
Investments, at fair value
Affiliate investments (cost: $114,846 and $113,995, respectively)	$	134,054		$	132,013
Non-control/non-affiliate investments (cost: $401,222 and $386,519, respectively)		402,548			392,441

Total investments, at fair value (cost: $516,068 and $500,514, respectively)		536,602			524,454
Cash and cash equivalents		19,092			57,083
Interest receivable		5,152			4,407
Prepaid expenses and other assets		816			798

Total assets	$	561,662		$	586,742

LIABILITIES
SBA debentures, net of deferred financing costs (Note 6)	$	195,405		$	219,901
Borrowings under credit facility, net of deferred financing costs (Note 6)		(375	)		(462	)
Accrued interest and fees payable		753			3,122
Management and incentive fees payable – due to affiliate		9,114			8,830
Administration fee payable and other – due to affiliate		220			570
Taxes payable		1,590			555
Accounts payable and other liabilities		143			441

Total liabilities		206,850			232,957


Commitments and contingencies (Note 7)

NET ASSETS
Common stock, $0.001 par value (100,000,000 shares authorized, 22,457,576 and 22,446,076, shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively)		22			22
Additional paid-in capital		340,350			340,101
Undistributed net investment income		8,731			9,626
Accumulated net realized (loss) on investments, net of taxes and distributions		(14,829	)		(19,908	)
Accumulated net unrealized appreciation on investments		20,538			23,944

Total net assets		354,812			353,785

Total liabilities and net assets	$	561,662		$	586,742

Net asset value per common share	$	15.80		$	15.76

See Notes to Consolidated Financial Statements (unaudited).

FIDUS INVESTMENT CORPORATION

Consolidated Statements of Operations (unaudited)

(in thousands, except shares and per share data)


	Three Months Ended March 31,
	2017			2016
Investment Income:
Interest income
Affiliate investments	$	2,674		$	2,844
Non-control/non-affiliate investments		12,074			10,603

Total interest income		14,748			13,447
Dividend income
Affiliate investments		278			162
Non-control/non-affiliate investments		380			81

Total dividend income		658			243
Fee income
Affiliate investments		6			7
Non-control/non-affiliate investments		776			968

Total fee income		782			975
Interest on idle funds and other income		40			26

Total investment income		16,228			14,691

Expenses:
Interest and financing expenses		2,584			2,600
Base management fee		2,313			1,983
Incentive fee		2,378			1,880
Administrative service expenses		351			321
Professional fees		469			482
Other general and administrative expenses		278			318

Total expenses		8,373			7,584

Net investment income before income taxes		7,855			7,107
Income tax (benefit) provision		(4	)		25

Net investment income		7,859			7,082

Net realized and unrealized gains (losses) on investments:
Net realized gains on affiliates investments		26			—
Net realized gains (losses) on non-control/non-affiliate investments		6,438			(310	)
Net change in unrealized (depreciation) appreciation on investments		(3,406	)		768
Income tax (provision) from realized gains on investments		(1,385	)		—

Net gain on investments		1,673			458

Net increase in net assets resulting from operations	$	9,532		$	7,540

Per common share data:
Net investment income per share-basic and diluted	$	0.35		$	0.43

Net increase in net assets resulting from operations per share — basic and diluted	$	0.42		$	0.46

Dividends declared per share	$	0.39		$	0.39

Weighted average number of shares outstanding — basic and diluted		22,446,970			16,301,499

See Notes to Consolidated Financial Statements (unaudited).

FIDUS INVESTMENT CORPORATION

Consolidated Statements of Changes in Net Assets (unaudited)

(in thousands, except shares)


	Common Stock				Additional		Undistributed			Accumulated net realized (loss) on investments,			Accumulated net unrealized (depreciation)
	Number of shares		Par value		paid in capital		net investment income			net of taxes and distributions			appreciation on investments			Total net assets
Balances at December 31, 2015		16,300,732	$	16	$	246,307	$	13,887		$	(6,145	)	$	(6,703	)	$	247,362
Shares issued under dividend reinvestment plan		11,631		—		180		—			—			—			180
Net increase in net assets resulting from operations		—		—		—		7,082			(539	)		997			7,540
Dividends declared		—		—		—		(6,357	)		—			—			(6,357	)

Balances at March 31, 2016		16,312,363	$	16	$	246,487	$	14,612		$	(6,684	)	$	(5,706	)	$	248,725

Balances at December 31, 2016		22,446,076	$	22	$	340,101	$	9,626		$	(19,908	)	$	23,944		$	353,785
Expenses related to public offerings of common stock		—		—		51		—			—			—			51
Shares issued under dividend reinvestment plan		11,500		—		198		—			—			—			198
Net increase in net assets resulting from operations		—		—		—		7,859			5,079			(3,406	)		9,532
Dividends declared		—		—		—		(8,754	)		—			—			(8,754	)

Balances at March 31, 2017		22,457,576	$	22	$	340,350	$	8,731		$	(14,829	)	$	20,538		$	354,812

See Notes to Consolidated Financial Statements (unaudited).

FIDUS INVESTMENT CORPORATION

Consolidated Statements of Cash Flows (unaudited)

(in thousands)


	Three Months Ended March 31,
	2017			2016
Cash Flows from Operating Activities:
Net increase in net assets resulting from operations	$	9,532		$	7,540
Adjustments to reconcile net increase in net assets resulting from operations to net cash (used for) operating activities:
Net change in unrealized depreciation (appreciation) on investments		3,406			(768	)
Net realized (gain) loss on investments		(6,464	)		310
Interest and dividend income paid-in-kind		(1,698	)		(1,087	)
Accretion of original issue discount		(128	)		(60	)
Accretion of loan origination fees		(346	)		(316	)
Purchase of investments		(55,004	)		(42,348	)
Proceeds from sales and repayments of investments		47,746			31,581
Proceeds from loan origination fees		340			275
Amortization of deferred financing costs		341			273
Changes in operating assets and liabilities:
Interest receivable		(745	)		(1,205	)
Prepaid expenses and other assets		(19	)		123
Accrued interest and fees payable		(2,369	)		(2,118	)
Management and incentive fees payable – due to affiliate		284			68
Administration fee payable and other – due to affiliate		(350	)		(265	)
Taxes payable		1,035			(400	)
Accounts payable and other liabilities		(297	)		(29	)

Net cash (used for) operating activities		(4,736	)		(8,426	)

Cash Flows from Financing Activities:
Expenses related to stock offerings		51			—
Proceeds received from SBA debentures		—			500
Repayments of SBA debentures		(24,750	)		—
Proceeds received from borrowings under credit facility		—			12,000
Repayments of borrowings under credit facility		—			(16,500	)
Payment of deferred financing costs		—			(13	)
Dividends paid to stockholders, including expenses		(8,556	)		(6,177	)

Net cash (used for) financing activities		(33,255	)		(10,190	)

Net (decrease) in cash and cash equivalents		(37,991	)		(18,616	)
Cash and cash equivalents:
Beginning of period		57,083			31,657

End of period	$	19,092		$	13,041

Supplemental disclosure of cash flow information:
Cash payments for interest	$	4,612		$	4,445
Cash payments for taxes, net of tax refunds received	$	346		$	425
Non-cash financing activities:
Shares issued under dividend reinvestment plan	$	198		$	180

See Notes to Consolidated Financial Statements (unaudited).

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited)

March 31, 2017

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d)Cash/PIK		Maturity		Principal Amount		Cost			Fair Value		Percent of Net Assets
Aerospace & Defense Manufacturing
FDS Avionics Corp.
(dba Flight Display Systems)
Subordinated Note		12.3%/0.0%		4/1/2020	$	5,200	$	5,186		$	4,147
Common Equity (200 units) ⁽ⁱ⁾								2,000			105

								7,186			4,252		1	%

Fiber Materials, Inc. ^(k)
Subordinated Note		12.0%/1.0%		5/30/2022		4,013		3,995			3,995
Common Equity (10 units)								1,000			1,000

								4,995			4,995		1	%

Lightning Diversion Systems, LLC
Senior Secured Loan ^(j)		10.5%/0.0%		9/16/2021		21,204		21,120			21,204
Revolving Loan ($250 commitment) ^(h)		10.5%/0.0%		9/16/2021		—		(1	)		—
Common Equity (600,000 units)								—			3,213

								21,119			24,417		7	%

Malabar International ^(k)
Subordinated Note ^(j)		11.3%/2.0%		11/13/2021		7,655		7,645			7,655
Preferred Equity (1,494 shares) ^(f)		6.0%/0.0%		5/12/2022				1,997			5,382

								9,642			13,037		4	%

Simplex Manufacturing Co.
Subordinated Note		14.0%/0.0%		11/1/2017		4,050		4,050			4,050
Warrant (29 shares) ^(l)								1,155			3,934

								5,205			7,984		2	%

Steward Holding LLC ^(k)
(dba Steward Advanced Materials)
Subordinated Note		12.0%/2.3%		5/12/2021		7,221		7,195			7,221
Common Equity (1,000,000 units)								1,000			517

								8,195			7,738		2	%

Apparel Distribution
Jacob Ash Holdings, Inc.
Subordinated Note ^(j)		13.0%/4.0%		6/30/2018		4,000		3,997			4,000
Subordinated Note		13.0%/0.0%		6/30/2018		778		774			778
Preferred Equity (66,138 shares) ^(f)		0.0%/15.0%		6/30/2018				1,110			1,113
Warrant (63,492 shares) ^(l)								67			—

								5,948			5,891		2	%

Building Products Manufacturing
SES Investors, LLC ^(k)
(dba SES Foam)
Senior Secured Loan		11.0%/0.0%		3/8/2022		10,474		10,427			10,448
Revolving Loan ($1,500 commitment)⁽ⁱ⁾		6.0%/0.0%		3/8/2022		1,500		1,493			1,500
Common Equity (6,000 units) ^(g)(i)								600			565

								12,520			12,513		5	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited) (continued)

March 31, 2017

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d)Cash/PIK	Maturity	Principal Amount		Cost		Fair Value		Percent of Net Assets
The Wolf Organization, LLC
Common Equity (175 shares)					$	1,455	$	3,577		1	%

US GreenFiber, LLC
Subordinated Note ^(j)	12.5%/0.0%	1/2/2019	$	14,000		13,972		13,699
Common Equity (1,667 units) ^(g)(i)						500		462

						14,472		14,161		4	%

Business Services
Comprehensive Logistics Co., Inc.
Senior Subordinated Loan ^(j)	11.5%/4.5%	11/22/2021		15,245		15,175		15,175		4	%

Inflexxion, Inc. ^(k)
Senior Secured Loan	7.0%/6.0%	12/16/2019		4,259		4,246		3,571
Revolving Loan ($500 commitment) ⁽ⁱ⁾	7.0%/6.0%	12/16/2019		162		159		136
Preferred Equity (252,046 units)						252		160
Preferred Equity (308,987 units)						309		196
Preferred Equity (1,400 units)						1,400		—

						6,366		4,063		1	%

Plymouth Rock Energy, LLC
Senior Secured Loan	11.8%/0.0%	5/14/2017		4,645		4,643		4,645		1	%

Vanguard Dealer Services, L.L.C.
Subordinated Note	12.3%/0.0%	1/30/2021		11,450		11,408		11,450
Common Equity (6,000 shares)						600		934

						12,008		12,384		3	%

Capital Equipment Manufacturing
Thermoforming Technology Group LLC
Subordinated Note	12.5%/0.0%	9/14/2021		14,700		14,640		14,700
Common Equity (3,500 units) ^(g)(i)						350		314

						14,990		15,014		4	%

Component Manufacturing
Hilco Plastics Holdings, LLC
(dba Hilco Technologies)
Subordinated Note	11.5%/1.0%	7/15/2022		8,042		8,006		8,042
Common Equity (72,507 units) ^(g)(i)						500		478

						8,506		8,520		2	%

Toledo Molding & Die, Inc.
Subordinated Note ⁽ⁱ⁾	10.5%/0.0%	12/18/2018		10,000		9,935		10,000		3	%

TransGo, LLC
Subordinated Note	13.3%/0.0%	8/28/2022		9,500		9,453		9,453
Common Equity (1,000 units)						1,000		1,000

						10,453		10,453		3	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited) (continued)

March 31, 2017

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d)Cash/PIK	Maturity	Principal Amount		Cost		Fair Value		Percent of Net Assets
Consumer Products
World Wide Packaging, LLC ^(k)
Common Equity (1,517,573 units) ^(g)(i)					$	499	$	3,344		1	%

Electronic Components Supplier
Apex Microtechnology, Inc. ^(k)
Warrant (2,293 shares) ^(l)						220		385
Common Equity (11,690 shares)						1,168		2,081

						1,388		2,466		1	%

Healthcare Products
Allied 100 Group, Inc.
Subordinated Note ^(j)	11.5%/0.0%	5/26/2020	$	13,000		12,962		13,000
Common Equity (1,250,000 units) ⁽ⁱ⁾						1,250		1,146

						14,212		14,146		4	%

Anatrace Products, LLC
Subordinated Note	13.0%/1.3%	6/23/2021		6,500		6,485		6,500
Common Equity (360,000 shares) ⁽ⁱ⁾						—		813

						6,485		7,313		2	%

OMC Investors, LLC
(dba Ohio Medical Corporation)
Subordinated Note	12.0%/0.0%	7/15/2021		10,000		9,922		8,768
Common Equity (5,000 shares)						500		226

						10,422		8,994		3	%

Pfanstiehl, Inc. ^(k)
Subordinated Note	10.5%/0.0%	9/29/2021		6,208		6,190		6,208
Common Equity (8,500 units) ⁽ⁱ⁾						850		12,797

						7,040		19,005		5	%

Six Month Smiles Holdings, Inc.
Subordinated Note ⁽ⁱ⁾	6.0%/8.5%	7/31/2020		8,963		8,942		7,905		2	%

Healthcare Services
Medsurant Holdings, LLC ^(k)
Subordinated Note	12.3%/0.0%	6/18/2021		6,267		6,224		6,267
Preferred Equity (126,662 units) ^(g)						1,346		1,764
Warrant (505,176 units) ^(g)(l)						4,516		6,151

						12,086		14,182		4	%

Microbiology Research Associates, Inc. ^(k)
Subordinated Note	11.0%/1.5%	3/13/2022		8,570		8,549		8,570
Common Equity (1,625,731 units) ⁽ⁱ⁾						1,939		2,821

						10,488		11,391		3	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited) (continued)

March 31, 2017

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d)Cash/PIK	Maturity	Principal Amount		Cost		Fair Value		Percent of Net Assets
Oaktree Medical Centre, P.C.
(dba Pain Management Associates)
Senior Secured Loan ⁽ⁱ⁾	11.5%/0.0%	1/1/2018	$	571	$	623	$	637
Senior Secured Loan ⁽ⁱ⁾	7.0%/12.0%	1/1/2018		6,259		6,651		4,643
Revolving Loan ($2,500 commitment) ⁽ⁱ⁾	11.5%/0.0%	1/1/2018		2,500		2,533		2,783

						9,807		8,063		2	%

United Biologics, LLC
Subordinated Note	12.0%/2.0%	4/30/2018		8,741		8,710		8,741
Preferred Equity (98,377 units) ^(g)(i)						1,069		833
Warrant (57,469 units) ^(l)						566		216

						10,345		9,790		3	%

Industrial Cleaning & Coatings
K2 Industrial Services, Inc.
Tranche A Loan	11.8%/2.5%	4/25/2022		10,110		10,070		10,070
Tranche B Loan	11.8%/7.3%	4/25/2022		2,064		2,056		2,056
Common Equity (1,673 shares)						1,268		679

						13,394		12,805		4	%

Information Technology Services
FTH Acquisition Corp. VII
Subordinated Note	13.0%/0.0%	1/31/2019		8,033		8,034		7,862
Preferred Equity (887,122 shares)						887		444

						8,921		8,306		2	%

inthinc Technology Solutions, Inc.
Subordinate Note ($5,000 commitment)	14.0%/0.0%	4/24/2020		4,000		3,985		3,911
Subordinated Note	0.0%/14.0%	4/24/2020		2,237		2,084		2,104
Royalty Rights		4/24/2020				185		185

						6,254		6,200		2	%

New Era Technology, Inc.
Subordinated Note ⁽ⁱ⁾	11.0%/1.5%	9/3/2022		11,514		11,457		11,457
Common Equity (197,369 shares) ⁽ⁱ⁾						750		750

						12,207		12,207		3	%

Revenue Management Solutions, LLC
Subordinated Note ^(j)	11.5%/1.0%	7/4/2022		8,771		8,687		8,687
Subordinated Note ⁽ⁱ⁾	7.0%/6.5%	7/4/2022		1,269		1,257		1,257
Common Equity (2,250,000 units)						2,250		2,250

						12,194		12,194		3	%

Software Technology, LLC
Subordinated Note ^(j)	11.0%/0.0%	6/23/2023		8,750		8,708		8,708
Common Equity (11 units)						1,125		1,125

						9,833		9,833		3	%

Laundry Services
Caldwell & Gregory, LLC
Subordinated Note	0.0%/12.0%	5/31/2022		2,778		2,778		2,778
Common Equity (500,000 units) ^(g)						500		625
Warrant (242,121 units) ^(g)(l)						243		303

						3,521		3,706		1	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited) (continued)

March 31, 2017

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d)Cash/PIK	Maturity		Principal Amount		Cost		Fair Value		Percent of Net Assets
Oil & Gas Distribution
LNG Indy, LLC
(dba Kinetrex Energy)
Subordinated Note ^(j)	11.5%/0.0%		9/28/2021	$	5,000	$	4,976	$	4,976
Common Equity (1,000 units)							1,000		1,000

							5,976		5,976		2	%

Oil & Gas Services
IOS Acquisitions, Inc. ^(m)
Common Equity (2,152 units) ⁽ⁱ⁾							103		17		0	%

Pinnergy, Ltd. ^(k)
Subordinated Note ^(j)	0.0%/10.0%		1/24/2020		8,625		8,606		8,625
Common Equity - Class A-2 (42,500 units) ^(j)							3,000		3,000
Common Equity - Class B (1,000 units) ^(j)							3,000		3,000

							14,606		14,625		4	%

Packaging
Rohrer Corporation
Subordinated Note ^(j)	11.0%/1.5%		1/18/2022		16,676		16,605		16,676
Common Equity (389 shares)							750		780

							17,355		17,456		5	%

Printing Services
Brook & Whittle Limited
Subordinated Note	12.0%/4.8%		12/31/2017		8,128		8,128		8,324
Subordinated Note	12.0%/2.0%		12/31/2017		2,354		2,354		2,354
Warrant (1,051 shares) ^(l)							285		420
Common Equity - Series A (148 shares)							110		58
Common Equity - Series D (527 shares)							52		135

							10,929		11,291		3	%

Promotional Products
Hub Acquisition Sub, LLC
(dba Hub Pen)
Subordinated Note ^(j)	12.3%/0.0%		9/23/2021		11,350		11,304		11,350
Common Equity (7,500 units)							750		996

							12,054		12,346		3	%

Restaurants
ACFP Management, Inc. ^(m)
Common Equity (1,000,000 units) ⁽ⁱ⁾							—		—		0	%

Cardboard Box LLC
(dba Anthony’s Coal Fired Pizza)
Common Equity (521,021 units) ⁽ⁱ⁾							520		271		0	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited) (continued)

March 31, 2017

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d)Cash/PIK	Maturity	Principal Amount		Cost		Fair Value		Percent of Net Assets
Restaurant Finance Co, LLC
Senior Secured Loan ^(j)(o)	12.0%/4.0%	7/31/2020	$	9,154	$	9,126	$	7,096		2	%

Retail
EBL, LLC (EbLens)
Common Equity (750,000 units) ^(g)(i)						750		2,062		1	%

Palmetto Moon, LLC
Senior Secured Term Loan	11.5%/0.0%	10/31/2021		6,304		6,267		6,267
Common Equity (499 units) ⁽ⁱ⁾						499		499

						6,766		6,766		2	%

Safety Products Manufacturing
Safety Products Group, LLC ^(k)(m)
Preferred Equity (749 units) ^(g)(i)						—		9
Common Equity (676 units) ($2,852 commitment) ^(g)(i)						—		—

						—		9		0	%

Specialty Chemicals
FAR Research Inc. ^(k)
Senior Secured Loan ^(j)	11.8%/1.0%	3/31/2019		7,289		7,273		7,289
Revolving Loan ($500 commitment) ⁽ⁱ⁾	11.8%/1.0%	3/31/2019		138		136		138
Common Equity (1,396 units)						1,396		1,231

						8,805		8,658		3	%

Specialty Distribution
Carlson Systems Holdings, Inc. ^(m)
Common Equity (15,000 units)⁽ⁱ⁾						—		73

						—		73		0	%

Pugh Lubricants, LLC
Subordinated Note ^(j)	12.3%/0.0%	5/10/2022		12,256		12,199		12,199
Common Equity (5,000 units) ^(g)(i)						500		500

						12,699		12,699		4	%

Virginia Tile Company, LLC
Subordinated Note ^(j)	12.3%/0.0%	4/7/2022		12,000		11,964		12,000
Common Equity (17 units)						342		1,214

						12,306		13,214		4	%

Transportation Services
Cavallo Bus Lines Holdings, LLC
Subordinated Note	12.0%/3.0%	4/26/2021		8,250		8,219		8,250		2	%

US Pack Logistics LLC
Subordinated Note ^(j)	12.0%/1.8%	9/27/2020		7,185		7,153		7,185
Common Equity (5,357 units) ^(g)(i)						583		827

						7,736		8,012		2	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited) (continued)

March 31, 2017

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d)Cash/PIK		Maturity		Principal Amount		Cost		Fair Value		Percent of Net Assets
Worldwide Express Operations, LLC
Subordinated Note⁽ⁱ⁾⁽ⁿ⁾		9.8%/0.0%		2/3/2025	$	10,000	$	9,853	$	9,853
Common Equity (4,000 units)^(g)(i)								4,000		4,000

								13,853		13,853		4	%

Utility Equipment Manufacturing
Mirage Trailers LLC ^(k)
Senior Secured Loan^(j)(e)		12.5%/0.0%		11/25/2020		8,123		8,057		8,123
Common Equity (2,500,000 shares)^(f)								2,482		2,773

								10,539		10,896		3	%

Trantech Radiator Products, Inc.^(k)
Subordinated Note⁽ⁱ⁾		12.0%/2.3%		5/31/2018		6,994		6,989		6,994
Common Equity (6,875 shares)⁽ⁱ⁾								688		138

								7,677		7,132		2	%

Vending Equipment Manufacturing
Accent Food Services, LLC
Subordinated Note ^(j)		10.0%/1.3%		5/30/2022		20,206		20,098		20,098
Common Equity (7,500 units) ^(g)(i)								750		750

								20,848		20,848		6	%

Ice House America, LLC
Subordinated Note ⁽ⁱ⁾		12.0%/3.0%		1/1/2020		4,269		4,134		4,269
Warrant (1,957,895 units) ^(g)(i)(l)								216		114

								4,350		4,383		1	%

Total Investments							$	516,068	$	536,602		151	%

(a)	See Note 3 to the consolidated financial statements for portfolio composition by geographic location.

(b)	Equity ownership may be held in shares or units of companies related to the portfolio companies.

(c)	All debt investments are income producing, unless otherwise indicated. Equity investments are non-income producing unless otherwise noted.

(d)	Rate includes the cash interest or dividend rate and paid-in-kind interest or dividend rate, if any, as of March 31, 2017. Generally, payment-in-kind interest can be paid-in-kind or all in cash.

(e)	The investment bears interest at a variable rate that is determined by reference to one-month LIBOR, which is reset monthly. The interest rate is set as one-month LIBOR + 11.5% and is subject to a 12.5% interest rate floor. The Company has provided the interest rate in effect as of March 31, 2017.

(f)	Income producing. Maturity date, if any, represents mandatory redemption date.

(g)	Investment is held by a wholly-owned subsidiary of the Company, other than the Funds.

(h)	The entire commitment was unfunded at March 31, 2017. As such, no interest is being earned on this investment.

(i)	Investment pledged as collateral for the Credit Facility and, as a result, is not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the Credit Facility (see Note 6 to the consolidated financial statements).

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited) (continued)

March 31, 2017

(In thousands, except shares)

(j)

The portion of the investment not held by the Funds is pledged as collateral for the Credit Facility and, as a result, is not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the Credit Facility (see Note 6 to the consolidated financial statements).

(k)

As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of this portfolio company because it owns 5% or more of the portfolio company’s outstanding voting securities or it has the power to exercise control over the management or policies of such portfolio company. Transactions in which the issuer was an Affiliated Person are detailed in Note 3 to the consolidated financial statements.

(l)	Warrants entitle the Company to purchase a predetermined number of shares of common stock, and are non-income producing. The purchase price and number of shares are subject to adjustment under certain conditions until the expiration date, if any.

(m)	Investment in portfolio company that has sold its operations and is in the process of winding down.

(n)

The investment bears interest at a variable rate that is determined by reference to three-month LIBOR, which is reset quarterly. The interest rate is set as three-month LIBOR + 8.8% and is subject to a 1.0% LIBOR interest rate floor. The Company has provided the interest rate in effect as of March 31, 2017.

(o)	Investment was on non-accrual status as of March 31, 2017, meaning the Company has ceased recognizing interest income on the investment.

See Notes to Consolidated Financial Statements (unaudited).

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments

December 31, 2016

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d) Cash/PIK		Maturity		Principal Amount		Cost			Fair Value		Percent of Net Assets
Aerospace & Defense Manufacturing
FDS Avionics Corp.
(dba Flight Display Systems)
Subordinated Note		12.3%/0.0%		4/1/2020	$	5,200	$	5,184		$	4,237
Common Equity (200 units) ⁽ⁱ⁾								2,000			312

								7,184			4,549		1	%

Fiber Materials, Inc. ^(k)
Subordinated Note		12.0%/1.0%		5/30/2022		4,003		3,984			3,984
Common Equity (10 units)								1,000			1,000

								4,984			4,984		1	%

Lightning Diversion Systems, LLC
Senior Secured Loan ^(j)		10.5%/0.0%		9/16/2021		21,204		21,114			21,204
Revolving Loan ($250 commitment) ^(h)		10.5%/0.0%		9/16/2021		—		(1	)		—
Common Equity (600,000 units)								—			2,637

								21,113			23,841		7	%

Malabar International ^(k)
Subordinated Note ^(j)		11.3%/2.0%		11/13/2021		7,617		7,607			7,617
Preferred Equity (1,494 shares) ^(f)		6.0%/0.0%		5/12/2022				1,997			5,367

								9,604			12,984		4	%

Simplex Manufacturing Co.
Subordinated Note ⁽ⁿ⁾		14.0%/0.0%		12/9/2016		4,050		4,050			4,050
Warrant (28 shares) ^(l)								1,041			3,787

								5,091			7,837		2	%

Steward Holding LLC ^(k)
(dba Steward Advanced Materials)
Subordinated Note		12.0%/2.3%		5/12/2021		7,181		7,154			7,181
Common Equity (1,000,000 units)								1,000			678

								8,154			7,859		2	%

Apparel Distribution
Jacob Ash Holdings, Inc.
Subordinated Note ^(j)		13.0%/4.0%		6/30/2018		4,000		3,997			4,000
Subordinated Note		13.0%/0.0%		6/30/2018		778		773			778
Preferred Equity (66,138 shares) ^(f)		0.0%/15.0%		6/30/2018				1,071			1,075
Warrant (63,492 shares) ^(l)								67			—

								5,908			5,853		2	%

Building Products Manufacturing
SES Investors, LLC ^(k)
(dba SES Foam)
Senior Secured Loan		11.0%/0.0%		3/8/2022		10,474		10,424			10,424
Revolving Loan ($1,500 commitment)⁽ⁱ⁾		6.0%/0.0%		3/8/2022		1,000		993			993
Common Equity (6,000 units) ^(g)(i)								600			600

								12,017			12,017		4	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (continued)

December 31, 2016

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d) Cash/PIK	Maturity	Principal Amount		Cost		Fair Value		Percent of Net Assets
The Wolf Organization, LLC
Common Equity (175 shares)					$	1,455	$	3,102		1	%

US GreenFiber, LLC
Subordinated Note ^(j)	12.5%/0.0%	1/2/2019	$	14,000		13,968		14,000
Common Equity (1,667 units) ^(g)(i)						500		574

						14,468		14,574		4	%

Business Services
Comprehensive Logistics Co., Inc.
Senior Subordinated Loan ^(j)	11.5%/4.5%	11/22/2021		15,075		15,001		15,001		4	%

Inflexxion, Inc. ^(k)
Senior Secured Loan	7.0%/6.0%	12/16/2019		4,196		4,182		3,579
Revolving Loan ($500 commitment) ⁽ⁱ⁾	7.0%/6.0%	12/16/2019		159		156		136
Preferred Equity (252,046 units)						252		114
Preferred Equity (308,987 units)						309		139
Preferred Equity (1,400 units)						1,400		—

						6,299		3,968		1	%

Plymouth Rock Energy, LLC
Senior Secured Loan	11.8%/0.0%	5/14/2017		6,000		5,995		6,000		2	%

Vanguard Dealer Services, L.L.C.
Subordinated Note	12.3%/0.0%	1/30/2021		11,450		11,405		11,450
Common Equity (6,000 shares)						600		907

						12,005		12,357		3	%

Capital Equipment Manufacturing
Thermoforming Technology Group LLC
Subordinated Note	12.5%/0.0%	9/14/2021		14,700		14,637		14,700
Common Equity (3,500 units) ^(g)(i)						350		353

						14,987		15,053		4	%

Component Manufacturing
Hilco Plastics Holdings, LLC
(dba Hilco Technologies)
Subordinated Note	11.5%/1.0%	7/15/2022		8,022		7,984		7,984
Common Equity (72,507 units) ^(g)(i)						500		500

						8,484		8,484		2	%

Toledo Molding & Die, Inc.
Subordinated Note ⁽ⁱ⁾	10.5%/0.0%	12/18/2018		10,000		9,926		10,000		3	%

Consumer Products
Grindmaster Corporation
Subordinated Note	11.5%/0.0%	10/31/2019		10,500		10,474		10,500		3	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (continued)

December 31, 2016

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d) Cash/PIK		Maturity		Principal Amount		Cost		Fair Value		Percent of Net Assets
World Wide Packaging, LLC ^(k)
Common Equity (1,517,573 units) ^(g)(i)							$	499	$	2,898		1	%

Electronic Components Supplier
Apex Microtechnology, Inc. ^(k)
Warrant (2,293 shares) ^(l)								220		345
Common Equity (11,690 shares)								1,168		1,876

								1,388		2,221		1	%

Healthcare Products
Allied 100 Group, Inc.
Subordinated Note ^(j)		11.5%/0.0%		5/26/2020	$	13,000		12,960		13,000
Common Equity (1,250,000 units) ⁽ⁱ⁾								1,250		1,201

								14,210		14,201		4	%

Anatrace Products, LLC
Subordinated Note		13.0%/1.3%		6/23/2021		6,500		6,483		6,500
Common Equity (360,000 shares) ⁽ⁱ⁾								—		259

								6,483		6,759		2	%

OMC Investors, LLC
(dba Ohio Medical Corporation)
Subordinated Note		12.0%/0.0%		7/15/2021		10,000		9,917		9,383
Common Equity (5,000 shares)								500		358

								10,417		9,741		3	%

Pfanstiehl, Inc. ^(k)
Subordinated Note		10.5%/0.0%		9/29/2021		6,208		6,189		6,208
Common Equity (8,500 units) ⁽ⁱ⁾								850		13,750

								7,039		19,958		6	%

Six Month Smiles Holdings, Inc.
Subordinated Note ⁽ⁱ⁾		6.0%/8.5%		7/31/2020		8,777		8,754		8,106		2	%

Healthcare Services
Medsurant Holdings, LLC ^(k)
Subordinated Note		12.3%/0.0%		6/18/2021		6,267		6,221		6,267
Preferred Equity (126,662 units) ^(g)								1,346		1,505
Warrant (505,176 units) ^(g)(l)								4,516		5,199

								12,083		12,971		4	%

Microbiology Research Associates, Inc. ^(k)
Subordinated Note		11.0%/1.5%		3/13/2022		8,538		8,516		8,538
Common Equity (1,625,731 units) ⁽ⁱ⁾								1,939		2,593

								10,455		11,131		3	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (continued)

December 31, 2016

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d) Cash/PIK		Maturity		Principal Amount		Cost		Fair Value		Percent of Net Assets
Oaktree Medical Centre, P.C.
(dba Pain Management Associates)
Senior Secured Loan ⁽ⁱ⁾		11.5%/0.0%		1/1/2018	$	571	$	614	$	633
Senior Secured Loan ⁽ⁱ⁾		7.0%/12.0%		1/1/2018		6,078		6,405		4,663
Revolving Loan ($2,500 commitment) ⁽ⁱ⁾		11.5%/0.0%		1/1/2018		2,500		2,526		2,768

								9,545		8,064		2	%

United Biologics, LLC
Subordinated Note		12.0%/2.0%		4/30/2018		8,698		8,659		8,698
Preferred Equity (98,377 units) ^(g)(i)								1,069		729
Warrant (57,469 units) ^(l)								566		191

								10,294		9,618		3	%

Industrial Cleaning & Coatings
K2 Industrial Services, Inc.
Tranche A Loan		11.8%/2.5%		4/25/2022		10,047		10,005		10,005
Tranche B Loan		11.8%/7.3%		4/25/2022		2,027		2,019		2,019
Common Equity (1,673 shares)								1,268		553

								13,292		12,577		4	%

Information Technology Services
FTH Acquisition Corp. VII
Subordinated Note		13.0%/0.0%		3/9/2017		8,178		8,178		7,937
Preferred Equity (887,122 shares)								887		444

								9,065		8,381		2	%

inthinc Technology Solutions, Inc.
Subordinate Note ($5,000 commitment)		12.5%/0.0%		4/24/2020		4,000		3,984		4,000
Subordinated Note		0.0%/12.5%		4/24/2020		1,178		1,039		1,141
Royalty Rights				4/24/2020				185		—

								5,208		5,141		1	%

Software Technology, LLC
Subordinated Note ^(j)		11.0%/0.0%		6/23/2023		8,750		8,706		8,706
Common Equity (11 units)								1,125		1,125

								9,831		9,831		3	%

Laundry Services
Caldwell & Gregory, LLC
Subordinated Note		11.5%/1.0%		11/30/2018		1,555		1,545		1,555
Subordinated Note		0.0%/12.0%		5/31/2019		4,583		4,460		4,583
Common Equity (500,000 units) ^(g)								500		650
Warrant (242,121 units) ^(g)(l)								242		315

								6,747		7,103		2	%

Oil & Gas Distribution
LNG Indy, LLC
(dba Kinetrex Energy)
Subordinated Note ^(j)		11.5%/0.0%		9/28/2021		5,000		4,975		4,975
Common Equity (1,000 units)								1,000		1,000

								5,975		5,975		2	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (continued)

December 31, 2016

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d) Cash/PIK	Maturity		Principal Amount		Cost		Fair Value		Percent of Net Assets
Oil & Gas Services
IOS Acquisitions, Inc. ^(m)
Common Equity (2,152 units) ⁽ⁱ⁾						$	103	$	17		0	%

Pinnergy, Ltd. ^(k)
Subordinated Note ^(j)	0.0%/10.0%		1/24/2020	$	8,414		8,394		8,414
Common Equity - Class A-2 (42,500 units) ^(j)							3,000		3,000
Common Equity - Class B (1,000 units) ^(j)							3,000		3,000

							14,394		14,414		4	%

Packaging
Rohrer Corporation
Subordinated Note ^(j)	11.0%/1.5%		1/18/2022		16,614		16,539		16,539
Common Equity (389 shares)							750		750

							17,289		17,289		5	%

Printing Services
Brook & Whittle Limited
Subordinated Note	12.0%/4.8%		6/30/2017		8,031		8,031		8,198
Subordinated Note	12.0%/2.0%		6/30/2017		2,342		2,342		2,342
Warrant (1,051 shares) ^(l)							285		263
Common Equity - Series A (148 shares)							110		37
Common Equity - Series D (527 shares)							52		125

							10,820		10,965		3	%

Promotional Products
Hub Acquisition Sub, LLC
(dba Hub Pen)
Subordinated Note ^(j)	12.3%/0.0%		9/23/2021		11,350		11,301		11,350
Common Equity (7,500 units)							750		1,010

							12,051		12,360		3	%

Restaurants
ACFP Management, Inc. ^(m)
Common Equity (1,000,000 units) ⁽ⁱ⁾							—		—		0	%

Cardboard Box LLC
(dba Anthony’s Coal Fired Pizza)
Common Equity (521,021 units) ⁽ⁱ⁾							520		240		0	%

Restaurant Finance Co, LLC
Senior Secured Loan ^(j)	12.0%/4.0%		7/31/2020		9,154		9,126		7,377		2	%

Retail
EBL, LLC (EbLens)
Common Equity (750,000 units) ^(g)(i)							750		2,044		1	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (continued)

December 31, 2016

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d) Cash/PIK	Maturity		Principal Amount		Cost		Fair Value		Percent of Net Assets
Palmetto Moon, LLC
Senior Secured Term Loan	11.5%/0.0%		10/31/2021	$	6,402	$	6,364	$	6,364
Common Equity (499 units)							499		499

							6,863		6,863		2	%

Safety Products Manufacturing
Safety Products Group, LLC ^(k)(m)
Preferred Equity (749 units) ^(g)(i)							—		22
Common Equity (676 units) ($2,852 commitment) ^(g)(i)							—		—

							—		22		0	%

Specialty Chemicals
FAR Research Inc. ^(k)
Senior Secured Loan ^(j)	11.8%/1.0%		3/31/2019		7,271		7,256		7,271
Revolving Loan ($1,750 commitment) ⁽ⁱ⁾	11.8%/1.0%		3/31/2019		138		134		138
Common Equity (1,396 units)							1,395		1,012

							8,785		8,421		2	%

Specialty Distribution
Carlson Systems Holdings, Inc. ^(m)
Common Equity (15,000 units) ⁽ⁱ⁾							—		73

							—		73		0	%

Pugh Lubricants, LLC
Subordinated Note ^(j)	12.3%/0.0%		5/10/2022		12,256		12,197		12,197
Common Equity (5,000 units) ^(g)(i)							500		500

							12,697		12,697		4	%

Virginia Tile Company, LLC
Subordinated Note ^(j)	12.3%/0.0%		4/7/2022		12,000		11,962		12,000
Common Equity (17 units)							342		1,220

							12,304		13,220		4	%

Transportation Services
Cavallo Bus Lines Holdings, LLC
Subordinated Note	12.0%/3.0%		4/26/2021		8,250		8,218		8,250		2	%

US Pack Logistics LLC
Subordinated Note ^(j)	12.0%/1.8%		9/27/2020		14,027		13,923		14,027
Common Equity (5,357 units) ^(g)(i)							583		675

							14,506		14,702		4	%

Worldwide Express Operations, LLC
Subordinated Note	11.5%/1.0%		8/1/2020		17,468		17,368		17,559
Common Equity (2,500,000 units) ^(g)(i)							2,500		6,613

							19,868		24,172		7	%

Utility Equipment Manufacturing
Mirage Trailers LLC ^(k)
Senior Secured Loan ^(j)(e)	12.5%/0.0%		11/25/2020		8,208		8,138		8,208
Common Equity (2,500,000 shares)							2,480		2,721

							10,618		10,929		3	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (continued)

December 31, 2016

(In thousands, except shares)


Industry Portfolio Company ^(a)(b) Investment Type ^(c)	Rate ^(d) Cash/PIK		Maturity		Principal Amount		Cost		Fair Value		Percent of Net Assets
Trantech Radiator Products, Inc. ^(k)
Subordinated Note ⁽ⁱ⁾		12.0%/2.3%		5/31/2018	$	6,994	$	6,988	$	6,994
Common Equity (6,875 shares) ⁽ⁱ⁾								688		242

								7,676		7,236		2	%

Vending Equipment Manufacturing
Accent Food Services, LLC
Subordinated Note		10.0%/1.3%		5/30/2022		14,516		14,436		14,436
Common Equity (7,500 units) ^(g)(i)								750		750

								15,186		15,186		4	%

Ice House America, LLC
Subordinated Note ⁽ⁱ⁾		12.0%/3.0%		1/1/2020		4,237		4,090		4,237
Warrant (1,957,895 units) ^(g)(i)(l)								216		101

								4,306		4,338		1	%

Total Investments							$	500,514	$	524,454		148	%

(a)	See Note 3 to the consolidated financial statements for portfolio composition by geographic location.

(b)	Equity ownership may be held in shares or units of companies related to the portfolio companies.

(c)	All debt investments are income producing, unless otherwise indicated. Equity investments are non-income producing unless otherwise noted.

(d)	Rate includes the cash interest or dividend rate and paid-in-kind interest or dividend rate, if any, as of December 31, 2016. Generally, payment-in-kind interest can be paid-in-kind or all in cash.

(e)

The investment bears interest at a variable rate that is determined by reference to one-month LIBOR, which is reset monthly. The interest rate is set as one-month LIBOR + 11.5% and is subject to a 12.5% interest rate floor. The Company has provided the interest rate in effect as of December 31, 2016.

(f)	Income producing. Maturity date, if any, represents mandatory redemption date.

(g)	Investment is held by a wholly-owned subsidiary of the Company, other than the Funds.

(h)	The entire commitment was unfunded at December 31, 2016. As such, no interest is being earned on this investment.

(i)	Investment pledged as collateral for the Credit Facility and, as a result, is not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the Credit Facility (see Note 6 to the consolidated financial statements).

(j)

(k)

(l)	Warrants entitle the Company to purchase a predetermined number of shares of common stock, and are non-income producing. The purchase price and number of shares are subject to adjustment under certain conditions until the expiration date, if any.

(m)	Investment in portfolio company that has sold its operations and is in the process of winding down.

(n)	The debt investment continues to pay interest, including the default rate, while the portfolio company pursues refinancing options.

See Notes to Consolidated Financial Statements (unaudited).

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Note 1. Organization and Nature of Business

Fidus Investment Corporation, a Maryland corporation (“FIC,” and together with its subsidiaries, the “Company”), was formed on February 14, 2011 for the purposes of (i) acquiring 100% of the limited partnership interests of Fidus Mezzanine Capital, L.P. and its consolidated subsidiaries (collectively, “Fund I”) and 100% of the membership interests of Fund I’s general partner, Fidus Mezzanine Capital GP, LLC (“FMCGP”), (ii) raising capital in an initial public offering that was completed in June 2011 (the “IPO”) and (iii) thereafter operating as an externally managed, closed-end, non-diversified management investment company, within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), that has elected to be regulated as a business development company (“BDC”) under the 1940 Act.

On June 20, 2011, FIC acquired 100% of the limited partnership interests in Fund I and 100% of the equity interests in FMCGP, in exchange for 4,056,521 shares of common stock in FIC (the “Formation Transactions”). Fund I became FIC’s wholly-owned subsidiary, retained its license to operate as a Small Business Investment Company (“SBIC”), and continues to hold investments and make new investments. The IPO consisted of the sale of 5,370,500 shares of the Company’s common stock, including shares purchased by the underwriters pursuant to their exercise of the over-allotment option, at a price of $15.00 per share resulting in net proceeds of $73,626, after deducting underwriting fees and commissions and offering costs totaling $6,932.

The Company provides customized debt and equity financing solutions to lower middle-market companies. Fund I commenced operations on May 1, 2007, and on October 22, 2007, was granted a license to operate as a SBIC under the authority of the U.S. Small Business Administration (“SBA”). On March 29, 2013, the Company commenced operations of a second wholly-owned subsidiary, Fidus Mezzanine Capital II, L.P. (“Fund II”), and, on May 28, 2013, was granted a second license to operate Fund II as an SBIC. Collectively, Fund I and Fund II are referred to as the “Funds.” 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 a variety of regulations 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.

Fund I has also elected to be regulated as a BDC under the 1940 Act. Fund II is not registered under the 1940 Act and relies on the exclusion from the definition of investment company contained in Section 3(c)(7) of the 1940 Act. In addition, for federal income tax purposes, the Company elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2011.

The Company pays a quarterly base management fee and an incentive fee to Fidus Investment Advisors, LLC (the “Investment Advisor”) under an investment advisory agreement (the “Investment Advisory Agreement”). The initial investment professionals of the Investment Advisor were previously employed by Fidus Capital, LLC, who was the investment advisor to Fund I prior to consummation of the Formation Transactions.

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-Q, Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies (“ASC 946), and Articles 6 or 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. The current period’s results of operation are not necessarily indicative of results that ultimately may be achieved for the year. Therefore, the unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2016.

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.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Investment risks: The Company’s investments are subject to a variety of risks. These risks may include, but are not limited to the following:

•

Market risk - Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument due to market changes.

•

Credit risk - Credit risk represents the risk that the Company would incur if the counterparties failed to perform pursuant to the terms of their agreements with the Company.

•

Liquidity risk - Liquidity risk represents the possibility that the Company may not maintain sufficient cash balances or may not have access to sufficient cash to meet loan and other commitments as they become due.

•

Interest rate risk - Interest rate risk represents the likelihood that a change in interest rates could have an adverse impact on the fair value of an interest-bearing financial instrument.

•

Prepayment risk - Certain of the Company’s debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the debt investments and making the instrument less likely to be an income producing instrument.

•

Off-Balance sheet risk - Some of the Company’s financial instruments contain off-balance sheet risk. Generally, these financial instruments represent future commitments to purchase other financial instruments at specific terms at specific future dates. See Note 7 for further details.

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 25% of the voting securities of such company or has rights to maintain greater than 50% of the board representation. Under the 1940 Act, “Affiliate Investments” are defined as investments in those companies where the Company owns between 5% and 25% of the voting securities of such company. “Non-Control/Non-Affiliate Investments” are those that neither qualify as Control Investments nor Affiliate Investments.

Segments: In accordance with ASC Topic 280 — Segment Reporting, the Company has determined that it has a single reporting segment and operating 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 Credit Facility (as defined in Note 6) and SBA debentures. Deferred financing costs are capitalized and amortized 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.

Deferred equity offering costs: Deferred equity offering costs include registration expenses related to shelf filings, including expenses related to the launch of the ATM Program. These expenses primarily consist of Securities and Exchange Commission (“SEC”) registration fees, legal fees and accounting fees incurred. These expenses are included in prepaid assets and are charged to additional paid in capital upon the receipt of proceeds from an equity offering or charged to expense if no offering is completed.

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.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Interest and dividend income: 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. 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 when the relevant tax forms are received from the portfolio company.

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 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 and to avoid corporate federal income tax, even though the Company has not yet collected the cash.

When there is reasonable doubt that principal, interest or dividends will be collected, loans or preferred equity investments are placed on non-accrual status and the Company will generally cease recognizing interest or dividend income. 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.

Fee income: Transaction fees earned in connection with the Company’s investments are recognized as fee income. 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 loan or debt security, any prepayment penalties are recorded as fee income when earned.

The Company also typically receives loan origination or closing fees in connection with investments. Such loan 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 income over the life of the investment.

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.

Partial loan sales: The Company follows the guidance in ASC 860, Transfers and Servicing, when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest should remain on the Company’s consolidated statement of assets and liabilities and the proceeds recorded as a secured borrowing until the definition is met. Management has determined that all participations and other partial loan sale transactions entered into by the Company have met the definition of a participating interest. Accordingly, the Company uses sale treatment in accounting for such transactions.

Income taxes: The Company has elected to be treated 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 is required to timely distribute to its stockholders at least 90.0% of “investment company taxable income,” as defined by Subchapter M of the Code, each year. Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year distributions into the next tax year; however, the Company will pay a 4.0% excise tax if it does not distribute at least 98.0% of the current year’s ordinary taxable income. Any such carryover taxable income must be distributed through a dividend declared prior to the later of the date on which the final tax return related to the year in which the Company generated such taxable income is filed or the 15^th day of the 9^th month following the close of such taxable year. In addition, the Company will be subject to federal excise tax if it does not distribute at least 98.2% of its net capital gains realized, computed for any one year period ending October 31.

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.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

The Company has certain wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), 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 companies 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 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 in income tax provision, if any. There were no material uncertain income tax positions at March 31, 2017 and December 31, 2016. The Company’s tax returns are generally subject to examination by U.S. federal and most state tax authorities for a period of three years from the date the respective returns are filed, and, accordingly, the Company’s 2013 through 2016 tax years remain subject to examination.

Distributions to stockholders: Distributions 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.

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 three 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 three months ended March 31, 2017 and 2016, 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 plan: The Company has an open market stock repurchase program (the “Program”) under which the Company may acquire up to $5.0 million of its outstanding common stock. Under the Program, the Company may, but is not obligated to, repurchase outstanding common stock in the open market from time to time provided that the Company complies with the prohibitions under its 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 the Company’s 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 November 1, 2016, the Board extended the Program through December 31, 2017, or until the approved dollar amount has been used to repurchase shares. The

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Program does not require the Company to repurchase any specific number of shares and the Company cannot assure that any shares will be repurchased under the Program. The Program may be suspended, extended, modified or discontinued at any time. The Company did not make any repurchases of common stock during the three months ended March 31, 2017 or 2016.

Recent accounting pronouncements: In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09, such that the guidance is effective for annual and interim reporting periods beginning after December 15, 2017 and early application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact this ASU will have on the Company’s consolidated financial position or disclosures, but the Company does not expect the impact to be material.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017 and early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact this ASU will have on the Company’s consolidated financial position or disclosures.

In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements, which includes minor corrections and clarifications that affect a wide variety of topics in the Accounting Standards Codification, including an amendment to Topic 820, Fair Value Measurement, which clarifies the difference between a valuation approach and a valuation technique when applying the guidance of that Topic. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. The transition guidance for the Topic 820 amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The guidance is effective for fiscal years, and interim periods within those fiscal years, for all entities beginning after December 15, 2016. The Company adopted this ASU effective January 1, 2017, and the amendments do not have a material effect on the Company’s consolidated financial position or disclosures.

Note 3. Portfolio Company Investments

The Company’s portfolio investments principally consist of secured and unsecured debt, equity warrants and direct equity investments 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, and generally mature between five and seven years from the original investment. In connection with a debt investment, the Company also may receive nominally priced equity warrants and/or make a direct equity investment in the portfolio company. The Company’s warrants or equity investments may be investments in a holding company related to the portfolio company. In addition, the Company periodically makes equity investments in its portfolio companies through Taxable Subsidiaries. In both situations, the investment is generally reported under the name of the operating company on the consolidated schedules of investments.

As of March 31, 2017, the Company had active investments in 55 portfolio companies and residual investments in four portfolio companies that have sold their underlying operations. The aggregate fair value of the total portfolio was $536,602 and the weighted average effective yield on the Company’s debt investments was 12.9% as of such date. As of March 31, 2017, the Company held equity investments in 88.1% of its portfolio companies and the average fully diluted equity ownership in those portfolio companies was 7.2%. As of December 31, 2016, the Company had active investments in 53 portfolio companies and residual investments in four portfolio companies that have sold their underlying operations. The aggregate fair value of the total portfolio was $524,454 and the weighted average effective yield on the Company’s debt investments was 13.1% as of such date. As of December 31, 2016, the Company held equity investments in 86.0% of its portfolio companies and the average fully diluted equity ownership in those portfolio companies was 7.3%. 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 March 31, 2017 and December 31, 2016, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any.

Purchases of debt and equity investments for the three months ended March 31, 2017 and 2016, totaled $55,004 and $42,348, respectively. Proceeds from sales and repayments, including principal, return of capital distributions and realized gains, of portfolio investments for the three months ended March 31, 2017 and 2016 totaled $47,746 and $31,581, respectively.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Investments by type with corresponding percentage of total portfolio investments consisted of the following:


	Fair Value								Cost
	March 31, 2017				December 31, 2016				March 31, 2017				December 31, 2016
Subordinated notes	$	372,367	69.5	%	$	363,646	69.4	%	$	375,113	72.8	%	$	364,543	72.9	%
Senior secured loans		78,480	14.6			79,758	15.2			82,753	16.0			83,426	16.7
Equity		74,047	13.8			70,849	13.5			50,749	9.8			45,207	9.0
Warrants		11,523	2.1			10,201	1.9			7,268	1.4			7,153	1.4
Royalty rights		185	—			—	—			185	—			185	—

Total	$	536,602	100.0	%	$	524,454	100.0	%	$	516,068	100.0	%	$	500,514	100.0	%

All investments made by the Company as of March 31, 2017 and December 31, 2016 were made in portfolio companies headquartered in the U.S. 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
	March 31, 2017				December 31, 2016				March 31, 2017				December 31, 2016
Midwest	$	165,774	30.8	%	$	166,412	31.6	%	$	153,848	29.8	%	$	153,456	30.7	%
Southeast		118,326	22.1			122,633	23.4			127,207	24.6			130,107	26.0
Northeast		104,113	19.4			98,470	18.8			99,020	19.2			94,481	18.9
West		76,716	14.3			73,703	14.1			64,845	12.6			63,717	12.7
Southwest		71,673	13.4			63,236	12.1			71,148	13.8			58,753	11.7

Total	$	536,602	100.0	%	$	524,454	100.0	%	$	516,068	100.0	%	$	500,514	100.0	%

As of March 31, 2017 and December 31, 2016, the Company had no portfolio company investments that represented more than 10% of the total investment portfolio on a fair value or cost basis. As of March 31, 2017, the Company had debt investments in one portfolio company on non-accrual status, which had an aggregate cost and fair value of $9,126 and $7,096, respectively. As of December 31, 2016, there were no investments on non-accrual status.

Schedule 12-14. 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, 2016 and any gross additions and reductions made to such investments, as well as the ending fair value as of March 31, 2017.


Portfolio Company ⁽¹⁾	Credited to Income⁽²⁾		December 31, 2016 Fair Value		Gross Additions⁽³⁾		Gross Reductions⁽⁴⁾		March 31, 2017 Fair Value
Affiliate Investments
Apex Microtechnology, Inc.
Warrant	$	—	$	345	$	40	$	—	$	385
Common Equity		42		1,876		205		—		2,081

		42		2,221		245		—		2,466
FAR Research Inc.
Senior Secured Loan		230		7,271		19		1		7,289
Revolving Loan		7		138		—		—		138
Common Equity		—		1,012		219		—		1,231

		237		8,421		238		1		8,658
Fiber Materials, Inc.
Senior Subordinated Note		131		3,984		11		—		3,995
Common Equity		—		1,000		—		—		1,000

		131		4,984		11		—		4,995

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)


Portfolio Company ⁽¹⁾	Credited to Income⁽²⁾		December 31, 2016 Fair Value		Gross Additions⁽³⁾		Gross Reductions⁽⁴⁾		March 31, 2017 Fair Value
Inflexxion, Inc.
Senior Secured Loan	$	138	$	3,579	$	64	$	72	$	3,571
Revolving Loan		6		136		3		3		136
Preferred Equity		—		114		46		—		160
Preferred Equity		—		139		57		—		196
Preferred Equity		—		—		—		—		—

		144		3,968		170		75		4,063
Malabar International
Subordinated Note		253		7,617		38		—		7,655
Preferred Equity		30		5,367		15		—		5,382

		283		12,984		53		—		13,037
Medsurant Holdings, LLC
Subordinated Note		194		6,267		2		2		6,267
Preferred Equity		—		1,505		259		—		1,764
Warrant		—		5,199		952		—		6,151

		194		12,971		1,213		2		14,182
Microbiology Research Associates, Inc.
Subordinated Note		265		8,538		33		1		8,570
Common Equity		—		2,593		228		—		2,821

		265		11,131		261		1		11,391
Mirage Trailers LLC
Senior Secured Loan		261		8,208		5		90		8,123
Common Equity		1		2,721		52		—		2,773

		262		10,929		57		90		10,896
Pinnergy, Ltd.
Subordinated Note		218		8,414		212		1		8,625
Common Equity — Class A-2		—		3,000		—		—		3,000
Common Equity — Class B		—		3,000		—		—		3,000

		218		14,414		212		1		14,625
Pfanstiehl, Inc.
Subordinated Note		162		6,208		1		1		6,208
Common Equity		180		13,750		—		953		12,797

		342		19,958		1		954		19,005

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)


Portfolio Company ⁽¹⁾	Credited to Income⁽²⁾		December 31, 2016 Fair Value		Gross Additions⁽³⁾		Gross Reductions⁽⁴⁾		March 31, 2017 Fair Value
Safety Products Group, LLC
Preferred Equity	$	—	$	22	$	—	$	13	$	9
Common Equity		—		—		—		—		—

		—		22		—		13		9
SES Investors, LLC (dba SES Foam)
Senior Secured Loan		290		10,424		24		—		10,448
Revolving Loan		21		993		507		—		1,500
Common Equity		—		600		—		35		565

		311		12,017		531		35		12,513
Steward Holding LLC (dba Steward Advanced Materials)
Subordinated Note		254		7,181		41		1		7,221
Common Equity		—		678		—		161		517

		254		7,859		41		162		7,738
Trantech Radiator Products, Inc.
Subordinated Note		250		6,994		1		1		6,994
Common Equity		—		242		—		104		138

		250		7,236		1		105		7,132
World Wide Packaging, LLC
Common Equity		25		2,898		446		—		3,344

		25		2,898		446		—		3,344

Total Affiliate Investments	$	2,958	$	132,013	$	3,480	$	1,439	$	134,054

(1)	The principal amount, the ownership detail for equity investments, and if the investment is income producing is shown in the consolidated schedule of investments.

(2)	Represents the total amount of interest, fees or dividends included in 2017 income for the portion of the three months ended March 31, 2017 that an investment was included in the Affiliate category.

(3)

Gross additions include increases in the cost basis of investments resulting from a new portfolio investment, follow on investments, accrued PIK interest or dividends, and accretion of OID and loan origination fees. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation, as well as the movement of an existing portfolio company into this category and out of a different category.

(4)

Gross reductions include decreases in the cost basis of investments resulting from principal repayments, if any. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

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. Therefore, the Company values all of its portfolio investments at fair value, as determined in good faith by the Board, using Level 3 inputs. 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:

•

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 valuation firm(s) in arriving at the Company’s determination of fair value for 16 and 13 of its portfolio company investments representing 29.8% and 30.5% of the total portfolio investments at fair value (exclusive of new portfolio company investments made during the three months ended March 31, 2017 and December 31, 2016, respectively) as of March 31, 2017 and December 31, 2016, 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 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.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

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 loan 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, including senior secured loans and subordinated notes, 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 loan 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 loans to maturity. However, if the Company has information available to it that the loan 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 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. Where applicable, the Company considers the Company’s ability to influence the capital structure of the portfolio company, as well as the timing of a potential exit.

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 fair value of the Company’s royalty rights are calculated based on projected future cash flows and the specific provisions contained in the pertinent agreements. The determination of the fair value of such royalty rights is not a significant component of the Company’s valuation process.

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 no transfers among Levels 1, 2, and 3 during the three months ended March 31, 2017 and 2016.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

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 three months ended March 31, 2017 and 2016:


	Subordinated Notes			Senior Secured Loans			Equity			Warrants			Royalty Rights		Total
Balance, December 31, 2015	$	300,467		$	88,485		$	44,899		$	9,233		$	185	$	443,269
Net realized (losses) on investments		—			—			(35	)		(275	)		—		(310	)
Net change in unrealized appreciation (depreciation) on investments		(3,710	)		(1,770	)		5,650			598			—		768
Purchase of investments		39,350			1,350			1,648			—			—		42,348
Proceeds from sales and repayments of investments		(7,044	)		(23,836	)		(700	)		(1	)		—		(31,581	)
Interest and dividend income paid-in-kind		738			299			50			—			—		1,087
Proceeds from loan origination fees		(269	)		(6	)		—			—			—		(275	)
Accretion of loan origination fees		124			190			2			—			—		316
Accretion of original issue discount		59			—			1			—			—		60

Balance, March 31, 2016	$	329,715		$	64,712		$	51,515		$	9,555		$	185	$	455,682

Balance, December 31, 2016	$	363,646		$	79,758		$	70,849		$	10,201		$	—	$	524,454
Net realized gains on investments		—			—			6,464			—			—		6,464
Net change in unrealized (depreciation) appreciation on investments		(1,849	)		(605	)		(2,344	)		1,207			185		(3,406	)
Purchase of investments		50,388			500			4,001			115			—		55,004
Proceeds from sales and repayments of investments		(41,244	)		(1,539	)		(4,963	)		—			—		(47,746	)
Interest and dividend income paid-in-kind		1,394			266			38			—			—		1,698
Proceeds from loan origination fees		(340	)		—			—			—			—		(340	)
Accretion of loan origination fees		245			100			1			—			—		346
Accretion of original issue discount		127			—			1			—			—		128

Balance, March 31, 2017	$	372,367		$	78,480		$	74,047		$	11,523		$	185	$	536,602

Net change in unrealized (depreciation) appreciation of $1,059 and $(141) for the three months ended March 31, 2017 and 2016, respectively, was attributable to Level 3 investments held at March 31, 2017 and 2016, respectively.

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 March 31, 2017 and December 31, 2016. 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
March 31,
2017

Valuation Techniques

Unobservable Inputs

Range

(weighted average)

Debt investments:

Subordinated notes

363,743

Discounted cash flow

Weighted average cost of capital

10.2% - 23.6% (14.0%)

8,624

Enterprise value

Asset coverage

89.2% - 89.2% (89.2%)

Senior secured loans

70,417

Discounted cash flow

Weighted average cost of capital

6.1% - 21.1% (12.7%)

8,063

Enterprise value

Asset Coverage

82.7% - 82.7% (82.7%)

Equity investments:

Equity

67,692

Enterprise value

EBITDA multiples

5.0x – 14.7x (7.9x)

6,355

Enterprise value

Revenue multiples

0.6x – 0.7x (0.7x)

Warrants

11,523

Enterprise value

EBITDA multiples

5.5x – 9.5x (7.1x)

Royalty rights

185

Discounted cash flow

Weighted average cost of capital

25.0% - 25.0% (25.0%)

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Fair Value at
December 31,
2016

Valuation Techniques

Unobservable Inputs

Range

(weighted average)

Debt investments:

Subordinated notes

355,232

Discounted cash flow

Weighted average cost of capital

10.9% - 26.5% (14.5%)

8,414

Enterprise value

Asset coverage

85.0% - 95.0% (87.3%)

Senior secured loans

71,693

Discounted cash flow

Weighted average cost of capital

10.9% - 21.0% (12.8%)

8,065

Enterprise value

Asset Coverage

80.0% - 92.2% (84.2%)

Equity investments:

Equity

64,596

Enterprise value

EBITDA multiples

5.0x – 12.9x (7.8x)

6,253

Enterprise value

Revenue multiples

0.7x – 0.7x (0.7x)

Warrants

10,201

Enterprise value

EBITDA multiples

5.5x - 9.5x (6.6x)

Royalty rights

—

Discounted cash flow

Weighted average cost of capital

N/A

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 fair value of borrowings under the Credit Facility (as defined in Note 6) are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. There were no borrowings outstanding under the Credit Facility as of March 31, 2017 and December 31, 2016. The fair value of SBA debentures is estimated by discounting remaining payments using current market rates for similar instruments and considering such factors as the legal maturity date and the ability of market participants to prepay the debentures. As of March 31, 2017 and December 31, 2016, the fair value of the Company’s SBA debentures using Level 3 inputs is estimated to be $199,250 and $224,000, respectively, which is the same as the Company’s carrying value of the debentures.

Note 5. Related Party Transactions

Investment Advisory Agreement: The Company has entered into an Investment Advisory Agreement with the Investment Advisor. On June 2, 2016, the Board approved the renewal of the Investment Advisory Agreement through June 20, 2017. 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 1.75% based on the average value of 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. The base management fee is payable quarterly in arrears. The base management fee under the Investment Advisory Agreement for the three months ended March 31, 2017 and 2016 totaled $2,313, and $1,983, respectively.

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, debt instruments with payment-in-kind income, preferred stock with PIK dividends and zero-coupon securities), 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.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s 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. If market interest rates rise, the Company may be able to invest funds in debt instruments that provide for a higher return, which would increase the Company’s pre-incentive fee net investment income and make it easier for the Investment Advisor to surpass the fixed hurdle rate and receive an incentive fee based on such net investment income.

The Company pays the Investment Advisor an incentive fee with respect to pre-incentive fee net investment income 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 the Company’s 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. This portion of the pre-incentive fee net investment income (which exceeds the hurdle rate but is less than 2.5%) is referred to as the “catch-up” provision. The catch-up is meant to provide the Investment Advisor with 20.0% of the pre-incentive fee net investment income as if a hurdle rate did not apply if this net investment income exceeds 2.5% in any calendar quarter; and

•

20.0% of the amount of the Company’s pre-incentive fee net investment income, if any, that exceeds 2.5% in any calendar quarter.

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 three months ended March 31, 2017 and 2016 totaled $2,043 and $1,788, respectively.

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 to the Investment Advisor, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since the Formation Transactions, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in the Company’s portfolio. 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 less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to the Company’s portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee to be paid for such year equals 20.0% of such amount, less the aggregate amount of any capital gains incentive fees paid in all prior years. As of March 31, 2017 and December 31, 2016, the capital gains incentive fee payable was $0. The aggregate amount of capital gains incentive fees paid from the IPO through March 31, 2017 was $348.

In addition, the Company accrues, but does not pay, a capital gains incentive fee in connection with any unrealized capital appreciation, as appropriate. If, on a cumulative basis, the sum of net realized gains/(losses) plus net unrealized appreciation/(depreciation) 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 20.0% of the sum of net realized gains/(losses) plus net unrealized appreciation/(depreciation). During the three ended March 31, 2017 and 2016, the Company accrued capital gains incentive fees of $335 and $92, respectively.

The sum of the income incentive fee and the capital gains incentive fee is the incentive fee and is reported in the consolidated statements of operations. Accrued management fees, income incentive fees and capital gains incentive fees are reported in the management and incentive fees payable – due to affiliate line in the consolidated statements of assets and liabilities.

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 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 60 days’ written notice to the other. The holders of a majority of the Company’s outstanding voting securities may also terminate the Investment Advisory Agreement without penalty.

Administration Agreement: The Company has also entered into an administration agreement (the “Administration Agreement”) with the Investment Advisor. On June 2, 2016, the Board approved the renewal of the Administration Agreement through June 20, 2017. 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

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

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 to which the Company is required 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 expenses for services provided for the three months ended March 31, 2017, and 2016 totaled $351 and $321, respectively.

Note 6. Debt

Revolving Credit Facility: On June 16, 2014, FIC entered into a senior secured revolving credit agreement (the “Credit Facility”) with ING Capital LLC (“ING”), as the administrative agent, collateral agent, and lender. The Credit Facility had an initial commitment of $30,000 with an accordion feature that allows for an increase in the total commitments up to $75,000, subject to certain conditions and the satisfaction of specified financial covenants. 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. The stated maturity date for the Credit Facility is June 16, 2018, which may be extended by mutual agreement.

On December 19, 2014, FIC amended the Credit Facility to (i) increase the commitment from $30,000 to $50,000 (ii) allow FIC to buy-back up to $10,000 of the Company’s common stock subject to the satisfaction of specified financial covenants and conditions. The Credit Facility continues to have an accordion feature which allows for an increase in the total commitment up to $75,000.

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.

Borrowings under the Credit Facility bear interest, subject to the Company’s election, on a per annum basis equal to (i) the alternate base rate plus 2.5% or (ii) the applicable London Interbank Offered Rate, or LIBOR, which varies depending on the period of the borrowing under the Credit Facility, plus 3.5%. The alternate base rate is equal to the greater of (i) prime rate, (ii) the federal funds rate plus 0.5% or (iii) the three-month LIBOR plus 1.0%. The Company pays a commitment fee between 0.5% and 1.0% per annum based on the size of the unused portion of the Credit Facility.

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 March 31, 2017 and December 31, 2016, the Company was in compliance in all material respect with the terms of the Credit Facility.

As of March 31, 2017 and December 31, 2016, the Company had no outstanding borrowings under the Credit Facility. For the three months ended March 31, 2017 and 2016, interest and fees related to the Credit Facility amounted to $125 and $201, respectively, which are included in interest and financing expenses on the consolidated statements of operation. As of March 31, 2017 and December 31, 2016, accrued interest and fees payable related to the Credit Facility totaled $125 and $127, respectively.

SBA debentures: The Company uses debenture leverage provided through the SBA to fund a portion of its investment purchases.

Under the SBA debenture program, the SBA commits to purchase debentures issued by SBICs; such debentures have 10-year terms with the entire principal balance due at maturity and are guaranteed by the SBA. Approved SBA debenture commitments that were unused as of March 31, 2017 and December 31, 2016 were $51,000. The SBA may limit the amount that may be drawn each year under these commitments, and each issuance of leverage is conditioned on the Company’s full compliance, as determined by the SBA, with the terms and conditions set forth in the SBIC Act.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

As of March 31, 2017 and December 31, 2016, the Company’s issued and outstanding SBA debentures mature as follows:


Pooling Date⁽¹⁾	Maturity Date		Fixed Interest Rate			March 31, 2017		December 31, 2016
3/26/2008		3/1/2018		6.188	%	$	—	$	24,750
9/24/2008		9/1/2018		6.442			11,950		11,950
3/25/2009		3/1/2019		5.337			19,750		19,750
9/23/2009		9/1/2019		4.950			10,000		10,000
3/24/2010		3/1/2020		4.825			13,000		13,000
9/22/2010		9/1/2020		3.932			12,500		12,500
3/29/2011		3/1/2021		4.801			1,550		1,550
9/21/2011		9/1/2021		3.594			3,250		3,250
3/21/2012		3/1/2022		3.483			3,250		3,250
3/21/2012		3/1/2022		3.051			19,000		19,000
9/19/2012		9/1/2022		2.530			11,000		11,000
9/19/2012		9/1/2022		3.049			11,500		11,500
3/27/2013		3/1/2023		3.155			3,000		3,000
9/24/2014		9/1/2024		3.775			1,000		1,000
3/25/2015		3/1/2025		3.321			5,500		5,500
3/25/2015		3/1/2025		3.277			22,500		22,500
9/23/2015		9/1/2025		3.571			16,700		16,700
3/23/2016		3/1/2026		3.267			1,500		1,500
3/23/2016		3/1/2026		3.249			21,800		21,800
9/21/2016		9/1/2026		2.793			500		500
3/29/2017		3/1/2027		3.587			10,000		10,000

Total outstanding SBA debentures						$	199,250	$	224,000

(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.

Interest on SBA debentures is payable semi-annually on March 1 and September 1. For the three months ended March 31, 2017 and 2016, interest and fees on outstanding SBA debentures amounted to $2,118 and $2,126, respectively, which are included in interest and financing expenses on the consolidated statements of operation. As of March 31, 2017 and December 31, 2016, accrued interest and fees payable related to the SBA debentures totaled $628 and $2,995, respectively.

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 cost amortization for the three months ended March 31, 2017 and 2016 was $341 and $273, respectively. Deferred financing costs related to the Credit Facility and SBA debentures as of March 31, 2017 and December 31, 2016, were as follows:


	March 31, 2017									December 31, 2016
	SBA debentures			Credit Facility			Total			SBA debentures			Credit Facility			Total
SBA debenture commitment fees	$	2,750		$	—		$	2,750		$	2,750			—			2,750
SBA debenture leverage fees		5,433			—			5,433			5,433			—			5,433
Credit Facility upfront fees		—			1,284			1,284			—			1,284			1,284

Total deferred financing costs		8,183			1,284			9,467			8,183			1,284			9,467
Less: accumulated amortization		(4,338	)		(909	)		(5,247	)		(4,084	)		(822	)		(4,906	)

Unamortized deferred financing costs	$	3,845		$	375		$	4,220		$	4,099			462			4,561

Unamortized deferred financing costs are presented as a direct offset to the SBA debentures and Credit Facility liabilities on the consolidated statements of assets and liabilities. The following table summarizes the outstanding debt net of unamortized deferred financing costs as of March 31, 2017 and December 31, 2016:


	March 31, 2017									December 31, 2016
	SBA debentures			Credit Facility			Total			SBA debentures			Credit Facility			Total
Outstanding debt	$	199,250		$	—		$	199,250		$	224,000		$	—		$	224,000
Less: unamortized deferred financing costs		(3,845	)		(375	)		(4,220	)		(4,099	)		(462	)		(4,561	)

Debt, net of deferred financing costs	$	195,405		$	(375	)	$	195,030		$	219,901		$	(462	)	$	219,439

The weighted average interest rate for all SBA debentures and borrowings outstanding under the Credit Facility as of March 31, 2017 and December 31, 2016 was 3.9% and 4.1%, respectively.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Note 7. Commitments and Contingencies

Commitments: The Company had outstanding commitments to portfolio companies to fund various undrawn revolving loans, other credit facilities and capital commitments totaling $6,066 and $6,566 as of March 31, 2017 and December 31, 2016, respectively. Such outstanding commitments are summarized in the following table:


	March 31, 2017				December 31, 2016
Portfolio Company - Investment	Total Commitment		Unfunded Commitment		Total Commitment		Unfunded Commitment
FAR Research Inc. – Revolving Loan	$	1,750	$	1,614	$	1,750	$	1,614
Inflexxion, Inc. – Revolving Loan		500		350		500		350
inthinc Technology Solutions, Inc. – Subordinated Note		5,000		1,000		5,000		1,000
Lightning Diversion Systems, LLC – Revolving Loan		250		250		250		250
Oaktree Medical Centre, P.C. – Revolving Loan		2,500		—		2,500		—
Safety Products Group, LLC – Common Equity		2,852		2,852		2,852		2,852
SES Investors, LLC – Revolving Loan		1,500		—		1,500		500

Total	$	14,352	$	6,066	$	14,352	$	6,566

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 nonfinancial covenants. 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 these legal proceedings cannot be predicted with certainty, the Company does not believe these proceedings will have a material adverse effect on the Company’s consolidated financial statements.

Note 8. Common Stock

The following table summarizes the total shares issued, offering price and net proceeds received in public offerings of the Company’s common stock since the IPO:


Offering Date	Number of Shares			Gross Proceeds		Underwriting Fees and Commissions and Offering Costs			Offering Price
September 11, 2012		2,472,500		$	39,807	$	1,855		$	16.10
February 8, 2013		1,725,000			30,361		1,504			17.60
September 30, 2014		2,083,414	⁽¹⁾		35,418		1,747			17.00
May 27, 2016		2,875,000	⁽²⁾		43,755		56	⁽⁴⁾		15.22	⁽⁵⁾
November 29, 2016		3,220,000	⁽³⁾		53,446		2,319			16.60	⁽⁶⁾

(1)	Includes 83,414 shares purchased by underwriters pursuant to the over-allotment option on October 21, 2014.

(2)	Includes 375,000 shares purchased by underwriters pursuant to the over-allotment option on June 10, 2016.

(3)	Includes 420,000 shares purchased by underwriters pursuant to the over-allotment option on December 13, 2016.

(4)

Fidus Investment Advisors, LLC agreed to bear up to $169 of the offering costs associated with this offering. Fidus Investment Advisors, LLC has also agreed to bear $1,756, or 100%, of the underwriting fees and commissions in connection with this offering and the exercise of the over-allotment option. All payments made by Fidus Investment Advisors, LLC are not subject to reimbursement by the Company.

(5)	Represents the weighted average offering price of shares issued, including the shares issued pursuant to the

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

over-allotment option. Shares were issued on May 27, 2016 at an offering price of $15.27. The offering price of the over-allotment option shares was adjusted for the $0.39 dividend to shareholders of record on June 10, 2016.

(6)

Represents the weighted average offering price of shares issued, including the shares issued pursuant to the over-allotment option. Shares were issued on November 29, 2016 at an offering price of $16.65. The offering price of the over-allotment option shares was adjusted for the $0.43 dividend to shareholders of record on November 30, 2016.

On August 21, 2014, the Company entered into an equity distribution agreement with Raymond James & Associates, Inc. and Robert W. Baird & Co. Incorporated through which the Company could sell, by means of at-the-market offerings from time to time, shares of the Company’s common stock having an aggregate offering price of up to $50,000 (the “ATM Program”). The gross proceeds raised, the related sales agent commission, the offering expenses and the average price at which shares were issued under the ATM Program during the last two fiscal years and for the three months ended March 31, 2017 are as follow:


	Number of Shares		Gross Proceeds		Underwriting Fees and Commissions and Offering Costs		Average Offering Price
Year Ended December 31, 2015
First Quarter ended March 31, 2015		49,193	$	819	$	16	$	16.65
Second Quarter ended June 30, 2015		141,430		2,347		50		16.60
Third Quarter ended September 30, 2015		—		—		—		—
Fourth Quarter ended December 31, 2015		—		—		—		—

Total		190,623	$	3,166	$	66	$	16.61

Year Ended December 31, 2016
First Quarter ended March 31, 2016		—	$	—	$	—	$	—
Second Quarter ended June 30, 2016		—		—		—		—
Third Quarter ended September 30, 2016		—		—		—		—
Fourth Quarter ended December 31, 2016		—		—		—		—

Total		—	$	—	$	—	$	—

Three Months ended March 31, 2017
First Quarter ended March 31, 2017		—	$	—	$	—	$	—

Total		—	$	—	$	—	$	—

See Note 9 for additional information regarding the issuance of shares under the DRIP.

As of March 31, 2017 and December 31, 2016, the Company had 22,457,576 and 22,446,076 shares of common stock outstanding, respectively.

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 two fiscal years and for the three months ended March 31, 2017.


Date Declared	Record Date		Payment Date		Amount Per Share		Total Distribution		Cash Distribution		DRIP Shares Value		DRIP Shares		DRIP Share Issue Price
Fiscal Year Ended December 31, 2015:
2/17/2015		3/12/2015		3/26/2015	$	0.38	$	6,099	$	5,886	$	213		12,922	$	16.46
5/5/2015		6/11/2015		6/25/2015		0.38		6,176		5,968		208		12,883		16.18
5/5/2015⁽¹⁾		6/11/2015		6/25/2015		0.02		325		314		11		678		16.18
8/3/2015		9/17/2015		9/25/2015		0.39		6,345		6,097		248		16,985		14.61
11/2/2015⁽¹⁾		11/27/2015		12/11/2015		0.04		651		624		27		2,034		13.43
11/2/2015		12/4/2015		12/18/2015		0.39		6,351		6,157		194		13,570		14.29

					$	1.60	$	25,947	$	25,046	$	901		59,072

Fiscal Year Ended December 31, 2016:
2/16/2016		3/11/2016		3/25/2016	$	0.39	$	6,357	$	6,177	$	180		11,631		15.49
5/2/2016		6/10/2016		6/24/2016		0.39		7,337		7,143		194		12,722		15.25
8/1/2016		9/9/2016		9/23/2016		0.39		7,488		7,293		195		12,340		15.76
11/1/2016		12/2/2016		12/16/2016		0.39		8,585		8,386		199		12,381		16.08
11/1/2016⁽¹⁾		12/2/2016		12/16/2016		0.04		880		860		20		1,270		16.08

					$	1.60	$	30,647	$	29,859	$	788		50,344

Three Months Ended March 31, 2017:
2/14/2017		3/10/2017		3/24/2017	$	0.39	$	8,754	$	8,556	$	198		11,500		17.17

					$	0.39	$	8,754	$	8,556	$	198		11,500

(1)	Special dividend.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Since the Company’s IPO, dividends and distributions to stockholders total $138,462 or $9.35 per share.

There were no deemed distributions during the three months ended March 31, 2017 and 2016.

Note 10. Financial Highlights

The following is a schedule of financial highlights for the three months ended March 31, 2017 and 2016:


	Three months ended March 31,
	2017			2016
Per share data:
Net asset value at beginning of period	$	15.76		$	15.17
Net investment income ⁽¹⁾		0.35			0.43
Net realized gain (loss) on investments, net of tax benefit (refund) ⁽¹⁾		0.22			(0.02	)
Net unrealized (depreciation) appreciation on investments ⁽¹⁾		(0.15	)		0.05

Total increase from investment operations ⁽¹⁾		0.42			0.46
Dividends to stockholders		(0.39	)		(0.39	)
Other ⁽²⁾		0.01			0.01

Net asset value at end of period	$	15.80		$	15.25

Market value at end of period	$	17.57		$	15.51

Shares outstanding at end of period		22,457,576			16,312,363
Weighted average shares outstanding during the period		22,446,970			16,301,499
Net assets at end of period	$	354,812		$	248,725
Average net assets ⁽⁷⁾		354,299			248,044
Ratios to average net assets:
Total expenses ^{(3) (5)}		9.5	%		12.2	%
Net investment income ^{(3) (6)}		8.9	%		11.4	%
Total return ⁽⁴⁾		14.2	%		16.1	%
Portfolio turnover ratio ⁽³⁾		36.0	%		28.1	%
Supplemental Data:
Average debt outstanding	$	211,625		$	227,000
Average debt per share ⁽¹⁾	$	9.43		$	13.93

(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.

(3)	Annualized.

(4)	The total return for the three months ended March 31, 2017 and 2016 equals the change in the market value of the Company’s common stock per share during the period plus dividends paid per share during the period, divided by the market value per share at the beginning of the period.

(5)	The total expenses to average net assets ratio is calculated using the total expenses caption as presented on the consolidated statements of operations, which includes incentive fee and excludes the income tax provision.

(6)	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.

(7)	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.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(In thousands, except shares and per share data)

Note 11. Subsequent Events

On April 7, 2017, the Company sold its equity investment in Anatrace Products, LLC for a realized gain of $859.

On May 1, 2017, the Board declared a regular quarterly dividend of $0.39 per share payable on June 23, 2017 to stockholders of record as of June 9, 2017.

Item 2. 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 Fidus Investment Corporation’s consolidated financial statements and related notes appearing in our annual report on Form 10-K for the year ended December 31, 2016, filed with the U.S. Securities and Exchange Commission (“SEC”) on March 2, 2017. The information contained in this section should also be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q.

Except as otherwise specified, references to “we,” “us,” “our,” “Fidus” and “FIC” refer to Fidus Investment Corporation and its consolidated subsidiaries.

Forward Looking Statements

This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives;

•

our expected financing and investments;

•

the adequacy of our cash resources and working capital; and

•

the timing of cash flows, if any, from the operations of our portfolio companies.

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:

•

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•

interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;

•

currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than the U.S. dollars; and,

•

the risks, uncertainties and other factors we identify in Item 1A. – Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2016, elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the SEC.

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 loans and 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 Quarterly Report on Form 10-Q 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 1.A – Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 2, 2017. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q.

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. 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 Fidus Mezzanine Capital, L.P., or Fund I, and membership interests of Fidus Mezzanine Capital GP, LLC, its general partner, through the Formation Transactions, resulting in Fund I becoming our wholly-owned SBIC subsidiary. Immediately following the Formation Transactions, 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. Fund I and Fund II are collectively referred to as the “Funds.”

Fund I received its SBIC license on October 22, 2007 and Fund II received its SBIC license on May 28, 2013. 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. 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. Based on the current capitalization of the Funds, we have approximately $51.0 million of remaining borrowing capacity under the SBIC Debenture Program and intend to fully utilize such capacity over the ensuing 12-18 months.

Revenues: We generate revenue in the form of interest and fee income on debt investments and capital gains and distributions, if any, on equity investments. Our debt investments, whether in the form of mezzanine, senior secured or unitranche loans, typically have terms of five to seven years and bear interest at a fixed rate but may bear interest at a floating rate. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we 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 loans 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, original issue discount and market discount or premium, if any, are capitalized, and we accrete or amortize such amounts into interest income. We record prepayment premiums on loans as fee income. Interest and dividend income is recorded on the accrual basis to the extent that we expect to collect such amounts. Debt investments or preferred equity securities 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. See “Critical Accounting Policies and Use of Estimates – Revenue Recognition.” 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 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 when the relevant tax forms are received from the portfolio company.

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 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 allocable to personnel who provide 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, including, without limitation, those relating to:

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organization;

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calculating our net asset value (including the cost and expenses of any independent valuation firm);

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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;

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interest payable on debt, if any, incurred to finance our investments;

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offerings of our common stock and other securities;

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investment advisory fees and management fees;

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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);

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transfer agent, dividend agent and custodial fees and expenses;

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federal and state registration fees;

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all costs of registration and listing our shares on any securities exchange;

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U.S. federal, state and local taxes;

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Independent Directors’ fees and expenses;

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costs of preparing and filing reports or other documents required by the SEC or other regulators including printing costs;

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costs of any reports, proxy statements or other notices to stockholders, including printing and mailing costs;

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our allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

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direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;

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proxy voting expenses; and

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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 three months ended March 31, 2017, we invested $55.0 million in debt and equity investments, including three new portfolio companies. These investments consisted of subordinated notes ($50.4 million, or 91.6%), senior secured loans ($0.5 million, or 0.9%), equity securities ($4.0 million, or 7.3%) and warrant securities ($0.1 million, or 0.2%). During the three months ended March 31, 2017 we received proceeds from sales or repayments, including principal, return of capital dividends and net realized gains (losses), of $47.7 million.

During the three months ended March 31, 2016, we invested $42.3 million in debt and equity investments, including three new portfolio companies. These investments consisted of subordinated notes ($39.3 million, or 92.9%), senior secured loans ($1.4 million, or 3.2%), and equity securities ($1.6 million, or 3.9%). During the three months ended March 31, 2016 we received proceeds from sales or repayments, including principal, return of capital dividends and net realized gains (losses), of $31.6 million.

As of March 31, 2017, the fair value of our investment portfolio totaled $536.6 million and consisted of 55 active portfolio companies and four portfolio companies that have sold their underlying operations. As of March 31, 2017, two debt investments bore interest at a variable rate, which represented $18.0 million of our portfolio on a fair value basis, and the remainder of our debt portfolio was comprised of fixed rate investments. Overall, the portfolio had net unrealized appreciation of $20.5 million as of March 31, 2017. As of March 31, 2017, our average active portfolio company investment at amortized cost was $9.4 million, which excludes investments in the four portfolio companies that have sold their underlying operations.

As of December 31, 2016, the fair value of our investment portfolio totaled $524.5 million and consisted of 53 active portfolio companies and four portfolio companies that have sold their underlying operations. As of December 31, 2016, one debt investment bore interest at a variable rate, which represented $8.2 million of our portfolio on a fair value basis, and the remainder of our debt portfolio was comprised of fixed rate investments. Overall, the portfolio had net unrealized appreciation of $23.9 million as of December 31, 2016. As of December 31, 2016, our average active portfolio company investment at amortized cost was $9.4 million, which excludes investments in the four portfolio companies that have sold their underlying operations

The weighted average yield on debt investments as of March 31, 2017 and December 31, 2016 was 12.9% and 13.1%, 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 fees and expenses. The weighted average yields were computed using the effective interest rates for debt investments at cost as of March 31, 2017 and December 31, 2016, respectively, including the accretion of original issue discount and loan 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:


	Fair Value								Cost
	March 31, 2017				December 31, 2016				March 31, 2017				December 31, 2016
	(dollars in thousands)
Subordinated notes	$	372,367	69.5	%	$	363,646	69.4	%	$	375,113	72.8	%	$	364,543	72.9	%
Senior secured loans		78,480	14.6			79,758	15.2			82,753	16.0			83,426	16.7
Equity		74,047	13.8			70,849	13.5			50,749	9.8			45,207	9.0
Warrants		11,523	2.1			10,201	1.9			7,268	1.4			7,153	1.4
Royalty rights		185	—			—	—			185	—			185	—

Total	$	536,602	100.0	%	$	524,454	100.0	%	$	516,068	100.0	%	$	500,514	100.0	%

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
	March 31, 2017				December 31, 2016				March 31, 2017				December 31, 2016
	(dollars in thousands)
Midwest	$	165,774	30.8	%	$	166,412	31.6	%	$	153,848	29.8	%	$	153,456	30.7	%
Southeast		118,326	22.1			122,633	23.4			127,207	24.6			130,107	26.0
Northeast		104,113	19.4			98,470	18.8			99,020	19.2			94,481	18.9
West		76,716	14.3			73,703	14.1			64,845	12.6			63,717	12.7
Southwest		71,673	13.4			63,236	12.1			71,148	13.8			58,753	11.7

Total	$	536,602	100.0	%	$	524,454	100.0	%	$	516,068	100.0	%	$	500,514	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
	March 31, 2017			December 31, 2016			March 31, 2017			December 31, 2016
Aerospace & Defense Manufacturing		11.6	%		11.7	%		10.8	%		11.1	%
Healthcare Products		10.7			11.1			9.1			9.3
Information Technology Services		9.1			4.5			9.6			4.8
Healthcare Services		8.1			8.0			8.3			8.5
Business Services		6.8			7.1			7.4			7.9
Building Products Manufacturing		5.6			5.7			5.5			5.6
Transportation services		5.6			8.9			5.7			8.4
Component Manufacturing		5.4			3.5			5.6			3.7
Specialty Distribution		4.8			5.0			4.8			5.0
Vending Equipment Manufacturing		4.7			3.7			4.9			3.9
Utility Equipment Manufacturing		3.4			3.5			3.5			3.7
Packaging		3.3			3.3			3.4			3.5
Capital Equipment Manufacturing		2.8			2.9			2.9			3.0
Oil & Gas Services		2.7			2.8			2.9			2.9
Industrial Cleaning & Coatings		2.4			2.4			2.6			2.7
Promotional Products		2.3			2.4			2.3			2.4
Printing Services		2.1			2.1			2.1			2.2
Retail		1.6			1.7			1.5			1.5
Specialty Chemicals		1.6			1.6			1.7			1.8
Restaurants		1.4			1.5			1.9			1.9
Oil & Gas Distribution		1.1			1.1			1.2			1.2


	Fair Value						Cost
	March 31, 2017			December 31, 2016			March 31, 2017			December 31, 2016
Apparel Distribution		1.1	%		1.1	%		1.2	%		1.2	%
Laundry Services		0.7			1.4			0.7			1.3
Consumer Products		0.6			2.6			0.1			2.2
Electronic Components Supplier		0.5			0.4			0.3			0.3
Safety Products Manufacturing		0.0			0.0			0.0			0.0

Total		100.0	%		100.0	%		100.0	%		100.0	%

Portfolio Asset Quality

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:

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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.

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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.

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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.

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Investment Rating 4 is used for investments performing materially below expectations and the risk has increased materially since origination. The portfolio company has the potential for some loss of investment return, but we expect no loss of principal.

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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 March 31, 2017 and December 31, 2016:


	Fair Value								Cost
Investment Rating	March 31, 2017				December 31, 2016				March 31, 2017				December 31, 2016
	(dollars in thousands)
1	$	61,312	11.4	%	$	91,705	17.5	%	$	31,866	6.2	%	$	58,967	11.8	%
2		401,197	74.8			371,506	70.9			394,783	76.5			366,697	73.3
3		51,178	9.5			38,905	7.4			56,749	11.0			44,510	8.9
4		22,374	4.2			22,085	4.2			30,524	5.9			28,194	5.6
5		541	0.1			253	—			2,146	0.4			2,146	0.4

Total	$	536,602	100.0	%	$	524,454	100.0	%	$	516,068	100.0	%	$	500,514	100.0	%

Based on our investment rating system, the weighted average rating of our portfolio as of March 31, 2017 and December 31, 2016 was 2.1 and 2.0, respectively, on a fair value basis.

Non-Accrual

As of March 31, 2017, we had investments in one portfolio company on non-accrual status, which had an aggregate cost and fair value of $9.1 million and $7.1 million, respectively. As of December 31, 2016, we had no investments on non-accrual status.

For the three months ended March 31, 2017 and 2016, we recognized unrealized depreciation on non-accrual investments of $0.3 million and $0.6 million, respectively.

Discussion and Analysis of Results of Operations

Comparison of three months ended March 31, 2017 and March 31, 2016

Investment Income

For the three months ended March 31, 2017, total investment income was $16.2 million, an increase of $1.5 million, or 10.2%, over the $14.7 million of total investment income for the three months ended March 31, 2016. The increase was attributable to a $1.2 million increase in interest income resulting from higher average debt investment balances outstanding during the three months ended March 31, 2017 as compared to the same period in 2016, a $0.5 million increase in dividend income due to increased levels of distributions received from equity investments during the three months ended March 31, 2017 as compared to the same period in 2016, and partially offset by a $(0.2) million decrease in fee income during the three months ended March 31, 2017 as compared to the same period in 2016.

Expenses

For the three months ended March 31, 2017, total expenses, including income tax provision, were $8.3 million, an increase of $0.7 million or 9.2%, over the $7.6 million of total expenses, including income tax provision, for the three months ended March 31, 2016. Interest and financing expenses for both the three months ended March 31, 2017 and 2016 were $2.6 million. The base management fee increased $0.3 million, or 15.0%, to $2.3 million for the three months ended March 31, 2017 due to higher average total assets during the three months ended March 31, 2017 as compared to the same period in 2016. The incentive fee for the three months ended March 31, 2017 was $2.3 million, a $0.4 million, or 21.1%, increase from the $1.9 million incentive fee for the three months ended March 31, 2016, which is comprised of increases in the income and capital gains incentive fees of $0.2 million and $0.2 million, respectively, during the three months ended March 31, 2017, as compared to the same period in 2016. The administrative service fee, professional fees and other general and administrative expenses totaled $1.1 million for both the three months ended March 31, 2017 and 2016.

Net Investment Income

Net investment income for the three months ended March 31, 2017 was $7.9 million, an increase of $0.8 million, or 11.3%, compared to net investment income of $7.1 million during the three months ended March 31, 2016, as a result of the $1.5 million increase in total investment income compared to only a $0.7 million increase in total expenses, including income tax provision.

Net Increase in Net Assets Resulting From Operations

For the three months ended March 31, 2017, the total net realized gain on investments was $6.4 million. Significant realized gains and (losses) for the three months ended March 31, 2017 are summarized below:

For the three months ended March 31, 2016, the total net realized (loss) on investments was $0.3 million, as summarized below:

During the three months ended March 31, 2017, we recorded a net change in unrealized depreciation on investments of $(3.4) million attributable to (i) the reversal of net unrealized appreciation of $(4.5) million related to the exit, sale or restructuring of investments, resulting in unrealized depreciation, (ii) net unrealized depreciation of $(2.1) million on debt investments and (iii) net unrealized appreciation of $3.2 million on equity investments. During the three months ended March 31, 2016, we recorded a net change in unrealized appreciation on investments of $0.8 million attributable to (i) the reversal of net unrealized depreciation on investments of $0.9 million related to the exit or sale of investments, resulting in unrealized appreciation, (ii) net unrealized depreciation of $(5.9) million on debt investments and (iii) net unrealized appreciation of $5.8 million on equity investments.

During the three months ended March 31, 2017, we recorded $(1.4) million of income tax provision for realized gains on investments. During the three months ended March 31, 2016, no income tax provision for realized gains on investments was recorded.

As a result of these events, our net increase in net assets resulting from operations during the three months ended March 31, 2017 was $9.5 million, an increase of $2.0 million, or 26.7%, compared to a net increase in net assets resulting from operations of $7.5 million during the three months ended March 31, 2016.

Liquidity and Capital Resources

As of March 31, 2017, we had $19.1 million in cash and cash equivalents and our net assets totaled $354.8 million. We believe that our current cash and cash equivalents on hand, our continued access to SBA-guaranteed debentures, our Credit Facility and our anticipated cash flows from operations 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. During the three months ended March 31, 2017, we repaid $24.8 million of SBA debentures which would have matured on March 1, 2018. Our remaining outstanding SBA debentures continue to mature in 2018 and subsequent years through 2027, which will require repayment on or before the respective maturity dates.

Cash Flows

For the three months ended March 31, 2017, we experienced a net decrease in cash and cash equivalents in the amount of $38.0 million. During that period, we used $4.7 million of cash for operating activities, which included the funding of $55.0 million of investments, which were offset by proceeds received from sales and repayments of investments of $47.7 million. During the same period, we repaid SBA debentures of $24.8 million and paid cash dividends to stockholders of $8.6 million.

For the three months ended March 31, 2016, we experienced a net decrease in cash and cash equivalents in the amount of $18.6 million. During that period, we used $8.4 million of cash for operating activities, primarily for the funding of $42.3 million of investments, which was partially offset by the proceeds from sales and repayments of investments of $31.6 million. During the same period, we received proceeds from the issuance of SBA debentures of $0.5 million, which were offset by net repayment of borrowings under the Credit Facility of $4.5 million, cash dividends paid to stockholders of $6.2 million and the payment of deferred financing costs of less than $0.1 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.

The Funds are licensed SBICs, and have the ability to issue debentures guaranteed by the SBA at favorable interest rates. Under the Small Business Investment Act and the SBA rules applicable to SBICs, 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 $150.0 million, whichever is less. For three 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 March 31, 2017, Fund I had $125.3 million of outstanding SBA debentures and cannot issue additional SBA debentures. As of March 31, 2017, Fund II had $74.0 million of outstanding SBA debentures. Fund II has the current capacity to issue up to an additional $51.0 million of SBA debentures. Subject to SBA regulatory requirements and approval, we may access up to $99.7 million of additional SBA debentures under the SBIC Debenture Program. For more information on the SBA debentures, please see Note 6 to our consolidated financial statements.

In June 2014, we entered into the Credit Facility to provide additional funding for our investment and operational activities. The Credit Facility, which matures on June 16, 2018, had an initial commitment of $30.0 million and an accordion feature that allows for an increase in the total commitments up to $75.0 million, subject to certain customary conditions. The Credit Facility is secured by substantially all of our assets, excluding the assets of the Funds.

On December 19, 2014, we amended the Credit Facility to (i) increase the commitment from $30.0 million to $50.0 million (ii) allow FIC to buy-back up to $10.0 million of our common stock subject to the satisfaction of specified financial covenants and conditions. The Credit Facility continues to have an accordion feature which allows for an increase in the total commitment up to $75.0 million.

Amounts available to borrow under the Credit Facility are subject to a minimum borrowing/collateral base that applies an advance rate to certain portfolio investments. 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, transferability, 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.

Borrowings under the Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 2.5% or (ii) the applicable LIBOR, which varies depending on the period of the borrowing under the Credit Facility, plus 3.5%. The alternate base rate is equal to the greater of (i) prime rate, (ii) the federal funds rate plus 0.5% or (iii) the three-month LIBOR plus 1.0%. We pay a commitment fee ranging from 0.5% to 1.0% per annum based on the size of the unused portion of the Credit Facility.

We have made customary representations and warranties and 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 March 31, 2017, we were in compliance with all covenants of the Credit Facility and there were no borrowings outstanding under the Credit Facility.

As of March 31, 2017, the weighted average interest rate for all SBA debentures and borrowings outstanding under the Credit Facility was 3.9%.

As a BDC, we are generally required to meet a coverage ratio of total assets to total senior securities, which include borrowings and any preferred stock we may issue in the future, of at least 200.0%. This requirement limits the amount that we may borrow. We have received exemptive relief from the Securities and Exchange Commission, or the SEC, to allow us to exclude any indebtedness guaranteed by the SBA and issued by the Funds from the 200.0% asset coverage requirements, 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 our board of directors, including 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 2, 2016, 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 2, 2017 or the date of our 2017 Annual Meeting of Stockholders. We are presenting our stockholders a similar proposal at our 2017 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 2, 2017 or the date of our 2017 Annual Meeting of Stockholders may not exceed 25.0% of our outstanding common stock immediately prior to each such sale.

Stock repurchase plan

We have an open market stock repurchase program (the “Program”) under which we may acquire up to $5.0 million of our outstanding common stock. Under the 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 November 1, 2016, the Board extended the Program through December 31, 2017, or until the approved dollar amount has been used to repurchase shares. The 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 Program. The Program may be suspended, extended, modified or discontinued at any time. We did not make any repurchases of common stock during the three months ended March 31, 2017 or 2016.

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 and revenue recognition as our most critical accounting estimates. We continuously evaluate our 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:

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our quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of our investment advisor responsible for the portfolio investment;

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preliminary valuation conclusions are then documented and discussed with the investment committee of our investment advisor;

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our board of directors 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. Our board of directors consulted with the independent valuation firm(s) in arriving at our determination of fair value for 16 and 13 of our portfolio company investments representing 29.8% and 30.5% of the total portfolio investments at fair value (exclusive of new portfolio company investments made during the three months ended March 31, 2017 and December 31, 2016, respectively) as of March 31, 2017 and December 31, 2016, respectively;

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the audit committee of our board of directors reviews the preliminary valuations of our investment advisor and of the independent valuation firm(s) and responds and supplements the valuation recommendations to reflect any comments; and

•

our board of directors discusses the valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our investment advisor, the independent valuation firm(s) and the audit committee.

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 our board of directors, we perform detailed valuations of our debt and equity investments, including an analysis on the Company’s unfunded loan 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, including senior secured loans and subordinated notes, 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 loan 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 loans to maturity. However, if we have information available to us that the loan 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. Where applicable, we consider our ability to influence the capital structure of the portfolio company, as well as the timing of a potential exit.

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.

The fair value of our royalty rights are calculated based on projected future cash flows and the specific provisions contained in the pertinent royalty agreement. The determination of the fair value of such royalty rights is not a significant component of our valuation process.

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 our board of directors 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.

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 when the relevant tax forms are received from the portfolio company.

Payment-in-kind interest. 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 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 and to avoid paying corporate federal income tax, even though we have not yet collected the cash.

Non-accrual. When there is reasonable doubt that principal, interest or dividends will be collected, loans or preferred equity investments are placed on non-accrual status and we will generally cease recognizing interest or dividend income. 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 original issue discount, or OID, and accreted into interest income using the effective interest method over the term of the debt investment.

Fee income. All transaction fees earned in connection with our investments are recognized as fee income. 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 loan or debt security, any prepayment penalties are recorded as fee income when earned.

We also typically receive loan origination or closing fees in connection with investments. Such loan 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 income over the term of the investment.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09, such that the guidance is effective for annual and interim reporting periods beginning after December 15, 2017 and early application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are currently evaluating the impact this ASU will have on our consolidated financial position or disclosures, but we do not expect the impact to be material.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance is effective for annual and interim reporting periods beginning after December 15, 2017 and early adoption is permitted, including adoption in an interim period. We are currently evaluating the impact this ASU will have on our consolidated financial position or disclosures.

In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements, which includes minor corrections and clarifications that affect a wide variety of topics in the Accounting Standards Codification, including an amendment to Topic 820, Fair Value Measurement, which clarifies the difference between a valuation approach and a valuation technique when applying the guidance of that Topic. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. The transition guidance for the Topic 820 amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The guidance is effective for fiscal years, and interim periods within those fiscal years, for all entities beginning after December 15, 2016. We adopted this ASU effective January 1, 2017, and the amendments do not have a material effect on our consolidated financial position or disclosures.

Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. We had off-balance sheet arrangements consisting of outstanding commitments to fund various undrawn revolving loans and other credit facilities totaling $6.1 million and $6.6 million as of March 31, 2017 and December 31, 2016, respectively. Such outstanding commitments are summarized in the following table (dollars in thousands):


	March 31, 2017				December 31, 2016
Portfolio Company - Investment	Total Commitment		Unfunded Commitment		Total Commitment		Unfunded Commitment
FAR Research Inc. – Revolving Loan	$	1,750	$	1,614	$	1,750	$	1,614
Inflexxion, Inc. – Revolving Loan		500		350		500		350
inthinc Technology Solutions, Inc. – Subordinated Note		5,000		1,000		5,000		1,000
Lightning Diversion Systems, LLC – Revolving Loan		250		250		250		250
Oaktree Medical Centre, P.C. – Revolving Loan		2,500		—		2,500		—
Safety Products Group, LLC – Common Equity		2,852		2,852		2,852		2,852
SES Investors, LLC – Revolving Loan		1,500		—		1,500		500

Total	$	14,352	$	6,066	$	14,352	$	6,566

Additional detail for each of the commitments above is provided in the Company’s consolidated schedules of investments.

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

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In connection with the Formation Transactions, Fund I terminated its management services agreement with Fidus Capital, LLC and we entered into the Investment Advisory Agreement with Fidus Investment Advisors, LLC, as our investment advisor. The investment professionals of Fidus Investment Advisors, LLC were also the investment professionals of Fidus Capital, LLC. We entered into the Investment Advisory Agreement with Fidus Investment Advisors, LLC to manage 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.

Edward H. Ross, our Chairman and Chief Executive Officer, and Thomas C. Lauer, our President, are managers of Fidus Investment Advisors, LLC. In May 2015, Fidus Investment Advisors, LLC entered into a combination with Fidus Partners, LLC (the “Combination”), by which members of Fidus Investment Advisors LLC and Fidus Partners, LLC (“Partners”) contributed all of their respective membership interest in Fidus Investment Advisors LLC and Partners to a newly formed limited liability company, Fidus Group Holdings, LLC (“Holdings”). As a result, Fidus Investment Advisors LLC is a wholly-owned subsidiary of Holdings, which is a newly formed limited liability company organized under the laws of Delaware.

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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.

•

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.”

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. The relief permits FIC and Fund I, each of which has elected to be treated as a BDC, to operate effectively as one company, specifically allowing them to: (1) engage in certain transactions with each other; (2) invest in securities in which the other is or proposes to be an investor; (3) file consolidated reports with the Commission; and (4) be subject to modified consolidated asset coverage requirements for senior securities issued by a BDC and its SBIC subsidiary. Fund II has not elected to be treated as a BDC and is not party to this exemptive relief. The fourth exemption described above allows us to exclude any indebtedness guaranteed by the SBA and issued by Fund I from the 200.0% asset coverage requirements applicable to us. Effective September 30, 2014, any SBA debentures issued by Fund II are not considered senior securities for purposes of the 200.0% asset coverage requirements.

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. The SEC staff has granted us relief sought in an exemptive application that expands our ability to co-invest in portfolio companies with other funds managed by our 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 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.

In addition, we, Fund I 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 our investment advisor’s officers, directors and employees. Additionally, our investment advisor has adopted a code of ethics pursuant to rule 240A-1 under the 1940 Act and in accordance with Rule 17j-1(c). We, and Fund I, 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 April 7, 2017, we sold our equity investment in Anatrace Products, LLC for a realized gain of $0.9 million.

On May 1, 2017, the Board declared a regular quarterly dividend of $0.39 per share payable on June 23, 2017 to stockholders of record as of June 9, 2017.

Item 3. 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. In the future, our investment income may also be affected by changes in various interest rates, including LIBOR and prime rates, to the extent of any debt investments that include floating interest rates. As of March 31, 2017 and December 31, 2016, two and one debt investments, respectively, bore interest at variable rates, which represented $18.0 million and $8.2 million of our portfolio on a fair value basis, respectively, and the remainder of our debt portfolio was comprised entirely of fixed rate investments. Assuming that the consolidated statements of assets and liabilities as of March 31, 2017 and December 31, 2016 were to remain constant, a hypothetical 100 basis point change in interest rates would not have a material effect on our level of interest income from debt investments. Our pooled SBA debentures bear interest at fixed rates. Our Credit Facility bears interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 2.5% or (ii) the applicable LIBOR, which varies depending on the period of the borrowing under the Credit Facility, plus 3.5%. The alternate base rate is equal to the greater of (i) prime rate, (ii) the federal funds rate plus 0.5% or (iii) the three-month LIBOR plus 1.0%.

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.

Item 4. 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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the first quarter of 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

We are not, and our investment advisor is not, currently subject to any material legal proceedings.

Item 1A. Risk Factors.

In addition to other information set forth in this report, you should carefully consider the “Risk Factors” discussed in our Form 10-K for the year ended December 31, 2016 and filed with the SEC on March 2, 2017, which are incorporated herein by reference. These Risk Factors could materially affect our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.

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

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.


Number		Exhibit
31.1		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.

31.2		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.

32.1		Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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


		FIDUS INVESTMENT CORPORATION

Date: May 4, 2017		/s/ EDWARD H. ROSS
		Edward H. Ross
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

Date: May 4, 2017		/s/ SHELBY E. SHERARD
		Shelby E. Sherard
		Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX


Number		Exhibit
31.1		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.

31.2		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.

32.1		Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.