FIDUS INVESTMENT Corp - Quarter Report: 2019 June (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 June 30, 2019

☐	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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

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

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	FDUS	The NASDAQ Global Select Market
5.875% Notes due 2023	FDUSL	The NASDAQ Global Select Market
6.000% Notes due 2024	FDUSZ	The NASDAQ Global Select Market

As of July 30, 2019, the Registrant had outstanding 24,463,119 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	3
	Consolidated Statements of Assets and Liabilities — June 30, 2019 (unaudited) and December 31, 2018	3
	Consolidated Statements of Operations — Three and Six Months Ended June 30, 2019 (unaudited) and 2018 (unaudited)	4
	Consolidated Statements of Changes in Net Assets — Three and Six Months Ended June 30, 2019 (unaudited) and 2018 (unaudited)	5
	Consolidated Statements of Cash Flows — Six Months Ended June 30, 2019 (unaudited) and 2018 (unaudited)	6
	Consolidated Schedules of Investments — June 30, 2019 (unaudited) and December 31, 2018	7
	Notes to Consolidated Financial Statements (unaudited)	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	57
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	60
Item 5.	Other Information	60
Item 6.	Exhibits	61
Signatures		62

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)


	June 30, 2019		December 31,
	(unaudited)		2018
ASSETS
Investments, at fair value
Control investments (cost: $7,522 and $22,697, respectively)	$	5,218	$	18,820
Affiliate investments (cost: $60,057 and $70,924, respectively)		117,470		123,051
Non-control/non-affiliate investments (cost: $587,945 and $505,129, respectively)		574,584		501,111

Total investments, at fair value (cost: $655,524 and $598,750, respectively)		697,272		642,982
Cash and cash equivalents		21,885		42,015
Interest receivable		5,898		7,528
Prepaid expenses and other assets		816		1,351

Total assets	$	725,871	$	693,876

LIABILITIES
SBA debentures, net of deferred financing costs (Note 6)	$	167,232	$	186,734
Public Notes, net of deferred financing costs (Note 6)		115,314		48,411
Borrowings under Credit Facility, net of deferred financing costs (Note 6)		28,232		36,358
Accrued interest and fees payable		3,151		2,812
Base management fee payable – due to affiliate		3,016		2,927
Income incentive fee payable – due to affiliate		1,299		2,785
Capital gains incentive fee payable – due to affiliate		8,481		9,415
Administration fee payable and other – due to affiliate		300		474
Taxes payable		—		803
Accounts payable and other liabilities		368		172

Total liabilities		327,393		290,891

Commitments and contingencies (Note 7)
NET ASSETS
Common stock, $0.001 par value (100,000,000 shares authorized, 24,463,119 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively)		24		24
Additional paid-in capital		366,278		366,278
Total distributable earnings		32,176		36,683

Total net assets		398,478		402,985

Total liabilities and net assets	$	725,871	$	693,876

Net asset value per common share	$	16.29	$	16.47

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						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Investment Income:
Interest income
Control investments	$	68		$	61		$	350		$	118
Affiliate investments		1,414			1,883			2,934			3,538
Non-control/non-affiliate investments		12,365			13,741			25,815			26,764

Total interest income		13,847			15,685			29,099			30,420
Payment-in-kind interest income
Control investments		183			162			1,420			315
Affiliate investments		85			107			168			507
Non-control/non-affiliate investments		2,687			1,061			3,997			2,187

Total payment-in-kind interest income		2,955			1,330			5,585			3,009
Dividend income
Control investments		—			—			—			—
Affiliate investments		573			197			941			641
Non-control/non-affiliate investments		58			98			(15	)		(8	)

Total dividend income		631			295			926			633
Fee income
Control investments		—			—			349			—
Affiliate investments		—			27			22			23
Non-control/non-affiliate investments		601			748			2,329			2,189

Total fee income		601			775			2,700			2,212
Interest on idle funds and other income		34			27			88			71

Total investment income		18,068			18,112			38,398			36,345

Expenses:
Interest and financing expenses		4,052			3,046			7,776			5,978
Base management fee		3,016			2,821			5,887			5,506
Incentive fee - income		1,299			2,170			3,784			4,394
Incentive fee - capital gains		(1,289	)		(263	)		(934	)		1,267
Administrative service expenses		378			347			777			746
Professional fees		406			275			996			785
Other general and administrative expenses		510			691			815			986

Total expenses		8,372			9,087			19,101			19,662

Net investment income before income taxes		9,696			9,025			19,297			16,683
Income tax provision (benefit)		53			67			55			198

Net investment income		9,643			8,958			19,242			16,485

Net realized and unrealized gains (losses) on investments:
Net realized gains (losses):
Control investments		—			—			(1,268	)		—
Affiliate investments		(134	)		(6,240	)		(99	)		733
Non-control/non-affiliate investments		23			(8,956	)		(335	)		(8,651	)

Total net realized gain (loss) on investments		(111	)		(15,196	)		(1,702	)		(7,918	)

Income tax (provision) benefit from realized gains on investments		(301	)		(1	)		(293	)		(1,748	)
Net change in unrealized appreciation (depreciation):
Control investments		(64	)		(272	)		1,573			(199	)
Affiliate investments		2,527			9,353			5,286			15,738
Non-control/non-affiliate investments		(8,492	)		4,802			(9,343	)		461

Total net change in unrealized appreciation (depreciation) on investments		(6,029	)		13,883			(2,484	)		16,000

Net gain (loss) on investments		(6,441	)		(1,314	)		(4,479	)		6,334
Realized losses on extinguishment of debt		—			—			(189	)		(150	)

Net increase in net assets resulting from operations	$	3,202		$	7,644		$	14,574		$	22,669

Per common share data:
Net investment income per share-basic and diluted	$	0.39		$	0.37		$	0.79		$	0.67

Net increase in net assets resulting from operations per share — basic and diluted	$	0.13		$	0.31		$	0.60		$	0.93

Dividends declared per share	$	0.39		$	0.39		$	0.78		$	0.78

Weighted average number of shares outstanding — basic and diluted		24,463,119			24,463,119			24,463,119			24,480,484

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			Total
	Number of			Par		paid-in			distributable			Total net
	shares			value		capital			earnings			assets
Balances at December 31, 2017		24,507,940		$	24	$	370,796		$	22,453		$	393,273
Repurchases of common stock under Stock Repurchase Program (Note 8)		(44,821	)		—		(582	)		—			(582	)
Net investment income		—			—		—			7,527			7,527
Net realized gain (loss) on investments, net of taxes		—			—		—			5,531			5,531
Net unrealized appreciation (depreciation) on investments		—			—		—			2,117			2,117
Realized losses on extinguishment of debt		—			—		—			(150	)		(150	)
Dividends declared		—			—		—			(9,558	)		(9,558	)

Balances at March 31, 2018		24,463,119		$	24	$	370,214		$	27,920		$	398,158

Net investment income		—			—		—			8,958			8,958
Net realized gain (loss) on investments, net of taxes		—			—		—			(15,197	)		(15,197	)
Net unrealized appreciation (depreciation) on investments		—			—		—			13,883			13,883
Realized losses on extinguishment of debt		—			—		—			—			—
Dividends declared		—			—		—			(9,541	)		(9,541	)

Balances at June 30, 2018		24,463,119		$	24	$	370,214		$	26,023		$	396,261

Balances at December 31, 2018		24,463,119		$	24	$	366,278		$	36,683		$	402,985
Net investment income		—			—		—			9,599			9,599
Net realized gain (loss) on investments, net of taxes		—			—		—			(1,583	)		(1,583	)
Net unrealized appreciation (depreciation) on investments		—			—		—			3,545			3,545
Realized losses on extinguishment of debt		—			—		—			(189	)		(189	)
Dividends declared		—			—		—			(9,541	)		(9,541	)

Balances at March 31, 2019		24,463,119		$	24	$	366,278		$	38,514		$	404,816

Net investment income		—			—		—			9,643			9,643
Net realized gain (loss) on investments, net of taxes		—			—		—			(412	)		(412	)
Net unrealized appreciation (depreciation) on investments		—			—		—			(6,029	)		(6,029	)
Realized losses on extinguishment of debt		—			—		—			—			—
Dividends declared		—			—		—			(9,540	)		(9,540	)

Balances at June 30, 2019		24,463,119		$	24	$	366,278		$	32,176		$	398,478

See Notes to Consolidated Financial Statements (unaudited).

FIDUS INVESTMENT CORPORATION

Consolidated Statements of Cash Flows (unaudited)

(in thousands)


	Six Months Ended June 30,
	2019			2018
Cash Flows from Operating Activities:
Net increase in net assets resulting from operations	$	14,574		$	22,669
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used for) operating activities:
Net change in unrealized (appreciation) depreciation on investments		2,484			(16,000	)
Net realized (gain) loss on investments		1,702			7,918
Interest and dividend income paid-in-kind		(5,585	)		(3,098	)
Accretion of original issue discount		(30	)		(105	)
Accretion of loan origination fees		(567	)		(434	)
Purchase of investments		(128,460	)		(103,989	)
Proceeds from sales and repayments of investments		75,320			65,270
Proceeds from loan origination fees		846			564
Realized losses on extinguishment of debt		189			150
Amortization of deferred financing costs		858			661
Changes in operating assets and liabilities:
Interest receivable		1,630			969
Prepaid expenses and other assets		517			(164	)
Accrued interest and fees payable		339			228
Base management fee payable – due to affiliate		89			235
Income incentive fee payable – due to affiliate		(1,486	)		16
Capital gains incentive fee payable – due to affiliate		(934	)		1,267
Administration fee payable and other – due to affiliate		(174	)		(222	)
Taxes payable		(803	)		19
Accounts payable and other liabilities		196			104

Net cash provided by (used for) operating activities		(39,295	)		(23,942	)

Cash Flows from Financing Activities:
Proceeds received from SBA debentures		—			27,000
Repayments of SBA debentures		(19,750	)		(43,800	)
Proceeds received from issuance of Public Notes		69,000			50,000
Proceeds received from (repayments of) borrowings under Credit Facility, net		(7,000	)		(4,500	)
Payment of deferred financing costs		(4,004	)		(2,650	)
Dividends paid to stockholders, including expenses		(19,081	)		(19,099	)
Repurchases of common stock under Stock Repurchase Program		—			(582	)

Net cash provided by (used for) financing activities		19,165			6,369

Net increase (decrease) in cash and cash equivalents		(20,130	)		(17,573	)
Cash and cash equivalents:
Beginning of period		42,015			41,572

End of period	$	21,885		$	23,999

Supplemental disclosure of cash flow information:
Cash payments for interest	$	6,579		$	5,089
Cash payments for taxes, net of tax refunds received	$	1,151		$	1,927

See Notes to Consolidated Financial Statements (unaudited).

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited)

June 30, 2019

(in thousands, except shares)


Portfolio Company (a)(b)		Rate (d)					Principal				Fair		Percent of
Investment Type (c)	Industry	Cash/PIK			Maturity		Amount		Cost		Value (e)		Net Assets
Control Investments (t)
FDS Avionics Corp. (dba Flight Display Systems)	Aerospace & Defense Manufacturing
Second Lien Debt			4.00%/11.00	%		4/1/2020	$	6,550	$	6,547	$	4,991
Revolving Loan ($50 commitment)			4.00%/11.00	%		4/1/2020		227		227		227
Common Equity (7,478 shares) (j)										748		—

										7,522		5,218		1	%

Total Control Investments									$	7,522	$	5,218		1	%

Affiliate Investments (l)
FAR Research Inc. (n)	Specialty Chemicals
Common Equity (1,396 units)									$	—	$	49		0	%

Fiber Materials, Inc.	Aerospace & Defense Manufacturing
Common Equity (10 units)										645		3,116		1	%

Medsurant Holdings, LLC	Healthcare Services
Second Lien Debt			13.00%/0.00	%		6/30/2020		8,823		8,804		8,823
Preferred Equity (126,662 units) (h)										1,346		1,944
Warrant (505,176 units) (h)(m)										4,517		6,992

										14,667		17,759		4	%
Microbiology Research Associates, Inc.	Healthcare Services
Subordinated Debt			11.00%/1.50	%		3/13/2022		8,863		8,852		8,683
Common Equity (1,625,731 units) (j)										1,939		2,305

										10,791		10,988		3	%
Mirage Trailers LLC	Utility Equipment Manufacturing
Second Lien Debt (f)(k)			13.93%/1.50	%		11/25/2020		6,155		6,129		6,155
Common Equity (2,500,000 shares) (g)										2,181		3,297

										8,310		9,452		2	%
Pfanstiehl, Inc.	Healthcare Products
Subordinated Debt			10.50%/0.00	%		9/29/2022		6,208		6,199		6,208
Common Equity (8,500 units) (j)										850		17,377

										7,049		23,585		6	%
Pinnergy, Ltd.	Oil & Gas Services
Second Lien Debt (k)			12.00%/0.00	%		1/24/2020		4,000		3,997		4,000
Common Equity - Class A-2 (42,500 units) (k)										3,000		36,392
Common Equity - Class B (1,000 units) (k)										3,000		3,000

										9,997		43,392		11	%
Steward Holding LLC (dba Steward Advanced Materials)	Aerospace & Defense Manufacturing
Second Lien Debt			12.00%/1.50	%		5/12/2021		7,610		7,598		7,610
Common Equity (1,000,000 units)										1,000		1,519

										8,598		9,129		2	%

Total Affiliate Investments									$	60,057	$	117,470		29	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited)

June 30, 2019

(in thousands, except shares)


Portfolio Company (a)(b) Investment Type (c)	Industry	Rate (d) Cash/PIK			Maturity		Principal Amount		Cost			Fair Value (e)		Percent of Net Assets
Non-control/Non-affiliate Investments
Accent Food Services, LLC	Vending Equipment Manufacturing
Second Lien Debt (k)(z)			10.00%/5.00	%		5/30/2022	$	32,609	$	32,518		$	30,823
Subordinated Debt (j)			0.00%/17.00	%		5/30/2022		1,502		1,502			1,502
Common Equity (7,885 units) (h)(j)										800			393

										34,820			32,718		8	%
Allied 100 Group, Inc.	Healthcare Products
Common Equity (1,250,000 units) (j)										1,250			1,484		0	%

Alzheimer’s Research and Treatment Center, LLC	Healthcare Services
First Lien Debt (j)(x)			8.34%/0.00	%		10/23/2023		6,500		6,456			6,500
Common Equity (1,000 units) (h)(j)										1,000			1,267

										7,456			7,767		2	%
American AllWaste LLC (dba WasteWater Transport Services)	Environmental Industries
Second Lien Debt (j)			11.00%/1.50	%		11/30/2023		12,458		12,400			12,458
Delayed Draw Commitment ($1,736 commitment) (i)(j)			11.00%/1.50	%		11/30/2019		—		(3	)		—
Preferred Equity (500 units) (j)										500			530

										12,897			12,988		3	%
Argo Turboserve Corporation	Business Services
Second Lien Debt (j)(y)			12.35%/0.00	%		6/28/2023		14,719		14,652			14,719		4	%

AVC Investors, LLC (dba Auveco)	Specialty Distribution
Second Lien Debt (k)			11.50%/0.00	%		7/3/2023		22,500		22,417			22,500
Common Equity (5,000 units) (j)										500			732

										22,917			23,232		6	%
B&B Roadway and Security Solutions, LLC	Component Manufacturing
Second Lien Debt			10.50%/3.50	%		8/27/2023		10,308		10,265			9,074
Common Equity (50,000 units) (h)(j)										500			135

										10,765			9,209		2	%
BCC Group Holdings, Inc.	Information Technology Services
Subordinated Debt			11.00%/1.00	%		4/11/2023		18,077		17,915			17,915
Common Equity (451 shares)										1			1
Preferred Equity (37 shares)										374			374

										18,290			18,290		5	%
BCM One Group Holdings, Inc.	Information Technology Services
Subordinated Debt (k)			11.00%/0.00	%		7/3/2024		27,000		26,876			26,876
Common Equity (2,286 shares)										2			2
Preferred Equity (133 shares)										1,330			1,330

										28,208			28,208		7	%
Bedford Precision Parts LLC	Specialty Distribution
First Lien Debt (j)(s)			8.69%/0.00	%		3/12/2024		5,000		4,965			4,965
Common Equity (500,000 units) (h)(j)										500			500

										5,465			5,465		1	%
Cardboard Box LLC (dba Anthony’s Coal Fired Pizza)	Restaurants
Common Equity (521,021 units) (j)										520			180		0	%

ControlScan, Inc.	Information Technology Services
Subordinated Debt (j)			11.00%/0.00	%		1/28/2023		6,750		6,728			6,750
Common Equity (3,704 shares) (j)										4			595
Preferred Equity (100 shares) (j)										996			996

										7,728			8,341		2	%
CRS Solutions Holdings, LLC (dba CRS Texas)	Business Services
Second Lien Debt			10.50%/1.00	%		9/14/2023		9,119		9,085			9,119
Common Equity (750,000 units) (j)										750			890

										9,835			10,009		3	%
Diversified Search LLC	Business Services
First Lien Debt (k)(r)			8.32%/0.00	%		2/7/2024		11,800		11,591			11,591
Common Equity (573 units) (h)(j)										593			593

										12,184			12,184		3	%
EBL, LLC (EbLens)	Retail
Second Lien Debt (j)			12.00%/1.00	%		1/13/2023		9,436		9,377			9,436
Common Equity (75,000 units) (j)										750			650

										10,127			10,086		3	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited)

June 30, 2019

(in thousands, except shares)


Portfolio Company (a)(b) Investment Type (c)	Industry	Rate (d) Cash/PIK			Maturity		Principal Amount		Cost			Fair Value (e)		Percent of Net Assets
French Transit, LLC	Consumer Products
First Lien Debt (j)(aa)			11.39%/0.00	%		6/21/2024	$	8,000	$	7,960		$	7,960
Revolving Loan ($500 commitment) (j)(u)(aa)			11.39%/0.00	%		6/21/2024		500		495			495

										8,455			8,455		2	%
Global Plasma Solutions, Inc.	Component Manufacturing
First Lien Debt (j)(v)			7.60%/0.00	%		9/21/2023		7,518		7,452			7,518
Preferred Equity (947 shares) (j)										360			383
Common Equity (947 shares) (j)										15			179

										7,827			8,080		2	%
Gurobi Optimization, LLC	Information Technology Services
Common Equity (5 shares)										1,500			2,675		1	%

Hilco Plastics Holdings, LLC (dba Hilco Technologies)	Component Manufacturing
Second Lien Debt			11.50%/1.50	%		12/31/2019		10,027		10,017			9,702
Preferred Equity (1,000,000 units) (h)(j)										1,000			1,201
Common Equity (72,507 units) (h)(j)										473			210

										11,490			11,113		3	%
Hoonuit, LLC	Information Technology Services
First Lien Debt (ab)			11.72%/0.00	%		6/7/2024		7,165		7,130			7,130
Preferred Equity (610 units) (h)(j)						1/1/2022				250			250

										7,380			7,380		2	%
Hub Acquisition Sub, LLC (dba Hub Pen)	Promotional products
Second Lien Debt (k)			12.25%/0.00	%		9/23/2021		25,000		24,932			25,000
Common Equity (7,500 units)										249			1,440

										25,181			26,440		7	%
Hunter Defense Technologies, Inc.	Aerospace & Defense Manufacturing
First Lien Debt (j)(w)			9.33%/0.00	%		3/29/2023		9,620		9,537			9,620		2	%

IBH Holdings, LLC (fka Inflexxion, Inc.)	Business Services
Common Equity (150,000 units)										—			—		0	%

inthinc Technology Solutions, Inc. (n)	Information Technology Services
Royalty Rights						4/24/2020				185			—		0	%

K2 Merger Agreement Agent, LLC (fka K2 Industrial Services, Inc.) (n)	Industrial Cleaning & Coatings
Second Lien Debt			0.00%/10.00	%		1/28/2021		2,566		2,566			2,566		1	%

The Kyjen Company, LLC (dba Outward Hound)	Consumer Products
Second Lien Debt (k)			12.00%/0.00	%		6/8/2024		15,000		14,942			14,309
Common Equity (765 shares) (j)										765			743

										15,707			15,052		4	%
LNG Indy, LLC (dba Kinetrex Energy)	Oil & Gas Distribution
Second Lien Debt (k)			11.50%/0.00	%		11/12/2021		5,000		4,988			5,000
Common Equity (1,000 units)										1,000			1,556

										5,988			6,556		2	%
Marco Group International OpCo, LLC	Industrial Cleaning & Coatings
Second Lien Debt			10.50%/0.75	%		1/21/2023		12,179		12,140			12,179
Common Equity (960,482 units) (h)(j)										960			966

										13,100			13,145		3	%
Mesa Line Services, LLC	Utilities: Services
Second Lien Debt (j)			10.50%/1.00	%		8/1/2024		17,089		16,992			17,089
Delayed Draw Commitment ($2,160 commitment) (i)(j)			10.50%/1.00	%		12/31/2019		—		(7	)		—
Common Equity (833 shares) (j)										1,000			1,345

										17,985			18,434		5	%
Midwest Transit Equipment, Inc.	Transportation services
Warrant (14,384 shares) (j)(m)										361			418
Warrant (9.59% of Junior Subordinated Notes) (j)(q)										380			450

										741			868		0	%
New Era Technology, Inc.	Information Technology Services
Common Equity (197,369 shares) (j)										750			1,384
Preferred Equity (632 shares) (j)										77			155

										827			1,539		0	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited)

June 30, 2019

(in thousands, except shares)


Portfolio Company (a)(b) Investment Type (c)	Industry	Rate (d) Cash/PIK			Maturity	Principal Amount		Cost		Fair Value (e)		Percent of Net Assets
NGT Acquisition Holdings, LLC (dba Techniks Industries)	Component Manufacturing
Subordinated Debt			12.50%/2.00	%	3/21/2022	$	5,331	$	5,300	$	5,331
Common Equity (378 units) (j)									500		112

									5,800		5,443		1	%
Oaktree Medical Centre, P.C. (dba Pain Management Associates)	Healthcare Services
First Lien Debt (j)(p)			11.50%/3.00	%	5/31/2019		548		625		—
First Lien Debt (j)(p)			7.00%/15.00	%	5/31/2019		7,558		8,147		—
Subordinated Debt (j)(p)			7.00%/0.00	%	1/1/2020		63		63		—
Revolving Loan (j)(p)			11.50%/3.00	%	5/31/2019		2,398		2,597		—
Revolving Loan (j)(p)			11.50%/3.00	%	5/31/2019		194		194		—
Revolving Loan (j)(p)			11.50%/3.00	%	5/31/2019		1,742		1,742		—

									13,368		—		0	%
OMC Investors, LLC (dba Ohio Medical Corporation)	Healthcare Products
Second Lien Debt			12.00%/0.00	%	7/15/2021		10,000		9,963		10,000
Common Equity (5,000 units)									500		404

									10,463		10,404		3	%
Palisade Company, LLC	Information Technology Services
Subordinated Debt (j)			11.75%/0.00	%	5/15/2024		6,500		6,471		6,500
Common Equity (100 shares) (j)									1,000		936

									7,471		7,436		2	%
Palmetto Moon, LLC	Retail
First Lien Debt			11.50%/2.50	%	10/31/2021		5,058		5,039		5,058
Common Equity (499 units) (j)									494		17

									5,533		5,075		1	%
Power Grid Components, Inc.	Specialty Distribution
Second Lien Debt (k)			11.00%/1.00	%	5/20/2023		11,339		11,297		11,339
Preferred Equity (392 shares) (j)									392		439
Common Equity (9,695 shares) (j)									358		209

									12,047		11,987		3	%
Pugh Lubricants, LLC	Specialty Distribution
Second Lien Debt (k)			12.25%/0.00	%	5/10/2022		23,581		23,509		23,581
Common Equity (6,125 units) (h)(j)									612		1,217

									24,121		24,798		6	%
Revenue Management Solutions, LLC	Information Technology Services
Common Equity (2,250,000 shares)									2,250		4,626		1	%

Rhino Assembly Company, LLC	Specialty Distribution
Second Lien Debt (k)			12.00%/1.00	%	2/11/2023		11,380		11,338		11,178
Delayed Draw Commitment ($875 commitment) (i)(j)			12.00%/1.00	%	5/17/2022		—		—		—
Preferred Equity (8,864 units) (h)(j)									945		1,074

									12,283		12,252		3	%
Road Safety Services, Inc.	Business Services
Second Lien Debt			11.25%/1.50	%	3/18/2024		10,144		10,103		9,398
Common Equity (655 units)									621		531

									10,724		9,929		2	%
Rohrer Corporation	Packaging
Subordinated Debt (j)			10.50%/1.00	%	4/1/2024		13,804		13,745		13,572
Common Equity (400 shares)									780		686

									14,525		14,258		4	%
SES Investors, LLC (dba SES Foam)	Building Products Manufacturing
Second Lien Debt			15.00%/0.00	%	12/29/2020		3,095		3,075		2,786
Common Equity (6,000 units) (h)(j)									600		447

									3,675		3,233		1	%
Simplex Manufacturing Co.	Aerospace & Defense Manufacturing
Subordinated Debt			14.00%/0.00	%	7/31/2019		4,050		4,050		4,050
Warrant (29 shares) (m)									1,155		3,762

									5,205		7,812		2	%
Software Technology, LLC	Information Technology Services
Subordinated Debt (k)			11.00%/0.00	%	6/23/2023		10,000		9,968		10,000
Common Equity (12 shares)									1,290		1,496

									11,258		11,496		3	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited)

June 30, 2019

(in thousands, except shares)


Portfolio Company (a)(b) Investment Type (c)	Industry	Rate (d) Cash/PIK			Maturity	Principal Amount		Cost			Fair Value (e)		Percent of Net Assets
Specialized Elevator Services Holdings, LLC	Business Services
First Lien Debt (j)(ac)			7.58%/0.00	%	5/3/2024	$	5,000	$	4,912		$	4,912
Common Equity (500 units) (j)									500			500

									5,412			5,412		1	%
SpendMend LLC	Business Services
Second Lien Debt (k)			11.00%/0.75	%	7/8/2023		10,449		10,409			10,449
Common Equity (1,000,000 units)									1,000			1,381

									11,409			11,830		3	%
Thermoforming Technology Group LLC (dba Brown Machine Group) (n)	Capital Equipment Manufacturing
Common Equity (3,760 units) (h)(j)									—			10		0	%

TransGo, LLC	Component Manufacturing
Common Equity (1,000 units)									998			897		0	%

The Tranzonic Companies	Specialty Distribution
Subordinated Debt (j)			10.00%/1.50	%	3/27/2025		6,870		6,813			6,870
Preferred Equity (5,653 units) (j)									565			579
Common Equity (1 units) (j)									—			—

									7,378			7,449		2	%
UBEO, LLC	Business Services
Subordinated Debt (j)			11.00%/0.00	%	10/3/2024		13,100		12,989			12,982
Delayed Draw Commitment ($793 commitment) (i)(j)			11.00%/0.00	%	8/7/2019		—		(2	)		—
Common Equity (705,000 units) (j)									705			637

									13,692			13,619		4	%
United Biologics, LLC	Healthcare Services
Preferred Equity (98,377 units) (h)(j)									1,008			32
Warrant (57,469 units) (m)									566			27

									1,574			59		0	%
US GreenFiber, LLC	Building Products Manufacturing
Second Lien Debt (k)(p)			12.00%/2.00	%	10/15/2019		14,363		14,359			4,520
Second Lien Debt (k)(p)			0.00%/16.00	%	10/15/2019		1,800		1,800			1,647
Common Equity (2,522 units) (h)(j)									586			—

									16,745			6,167		2	%
US Pack Logistics LLC	Transportation services
Second Lien Debt (k)			12.00%/3.75	%	3/28/2023		7,514		7,503			7,514
Preferred Equity (9,458 units) (h)(j)									927			744
Common Equity (5,833 units) (h)(j)									555			—

									8,985			8,258		2	%
Vanguard Dealer Services, L.L.C.	Business Services
Common Equity (6,000 units)									154			2,106
Common Equity (2,380 units) (j)									327			836

									481			2,942		1	%
Virginia Tile Company, LLC	Specialty Distribution
Second Lien Debt (k)			12.25%/0.00	%	4/7/2022		12,000		11,984			12,000
Common Equity (17 units)									342			1,096

									12,326			13,096		3	%
Wheel Pros, Inc.	Specialty Distribution
Second Lien Debt (j)(ad)			10.89%/0.00	%	4/4/2026		20,000		19,804			19,804
Preferred Equity (694,444 units) (j)									1,500			1,500

									21,304			21,304		5	%
The Wolf Organization, LLC	Building Products Manufacturing
Common Equity (175 shares)									664			4,055		1	%

Worldwide Express Operations, LLC	Transportation services
Second Lien Debt (j)(o)			10.52%/0.00	%	2/3/2025		20,000		19,715			20,000
Common Equity (4,000 units) (h)(j)									2,956			3,934

									22,671			23,934		6	%

Total Non-control/Non-affiliate Investments								$	587,945		$	574,584		145	%

Total Investments								$	655,524		$	697,272		175	%

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

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited)

June 30, 2019

(in thousands, except shares)

(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 June 30, 2019. Generally, payment-in-kind interest can be paid-in-kind or all in cash.

(e)

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 of directors, using significant unobservable Level 3 inputs.

(f)

The investment bears cash interest at a variable rate that is determined by reference to one-month LIBOR, which is reset monthly. The cash interest rate is set as one-month LIBOR + 11.50% and is subject to a 1.00% LIBOR interest rate floor. The Company has provided the interest rate in effect as of June 30, 2019.

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

(h)	Investment is held by a Taxable Subsidiary of the Company.

(i)	The disclosed commitment represents the unfunded amount as of June 30, 2019. The Company is earning 0.50% interest on the unfunded balance of the commitment. The interest rate disclosed represents the rate which will be earned if the commitment is funded.

(j)	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).

(k)

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).

(l)

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.

(m)	Warrants entitle the Company to purchase a predetermined number of shares or units of common equity, 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.

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

(o)

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 + 8.00% and is subject to a 1.00% LIBOR interest rate floor. The Company has provided the interest rate in effect as of June 30, 2019.

(p)	Investment was on non-accrual status as of June 30, 2019, meaning the Company has ceased recognizing interest income on the investment.

(q)	Warrant entitles the Company to purchase 9.59% of the outstanding principal of Junior Subordinated Notes prior to exercise, and is non-income producing.

(r)

The investment bears interest at a variable rate that is determined by reference to three-month LIBOR. The interest rate is set as three-month LIBOR + 5.75% and is subject to a 1.75% LIBOR interest rate floor. In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 5.21% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(s)

The investment bears interest at a variable rate that is determined by reference to three-month LIBOR. The interest rate is set as three-month LIBOR + 6.25% and is subject to a 2.00% LIBOR interest rate floor. In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 4.06% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(t)

As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and “Control” this portfolio company because it owns 25% 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 both an Affiliated Person and a portfolio company that the Company is deemed to Control are detailed in Note 3 to the consolidated financial statements.

(u)	The disclosed commitment represents the unfunded amount as of June 30, 2019. The Company is earning 0.75% interest on the unfunded balance of the commitment. The interest rate disclosed represents the rate earned on the outstanding, funded balance of the commitment.

(v)

The investment bears interest at a variable rate that is determined by reference to three-month LIBOR. The interest rate is set as three-month LIBOR + 5.00% and is subject to a 2.00% LIBOR interest rate floor. In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 3.44% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(w)

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 + 7.00% and is subject to a 1.00% LIBOR interest rate floor. The Company has provided the interest rate in effect as of June 30, 2019.

(x)

The investment bears interest at a variable rate that is determined by reference to three-month LIBOR. The interest rate is set as three-month LIBOR + 5.75% and is subject to a 2.00% LIBOR interest rate floor. In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 4.11% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(y)

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 + 9.75% and is subject to a 2.00% LIBOR interest rate floor. The Company has provided the interest rate in effect as of June 30, 2019.

(z)	For the six months ended June 30, 2019, all interest was treated as PIK interest and capitalized to the principal balance of the investment.

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments (unaudited)

June 30, 2019

(in thousands, except shares)

(aa)

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 + 9.00% and is subject to a 2.25% LIBOR interest rate floor. The Company has provided the interest rate in effect as of June 30, 2019.

(ab)

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 + 9.25% and is subject to a 2.25% LIBOR interest rate floor. The Company has provided the interest rate in effect as of June 30, 2019.

(ac)

The investment bears interest at a variable rate that is determined by reference to three-month LIBOR. The interest rate is set as three-month LIBOR + 5.25% and is subject to a 2.00% LIBOR interest rate floor. In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 3.75% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(ad)	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 + 8.50%. The Company has provided the interest rate in effect as of June 30, 2019.

See Notes to Consolidated Financial Statements (unaudited).

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments

December 31, 2018

(in thousands, except shares)


Portfolio Company (a)(b) Investment Type (c)	Industry	Rate (d) Cash/PIK			Maturity	Principal Amount		Cost		Fair Value (e)		Percent of Net Assets
Control Investments (t)
FDS Avionics Corp. (dba Flight Display Systems)	Aerospace & Defense Manufacturing
Second Lien Debt			4.00%/11.00	%	4/1/2020	$	6,203	$	6,196	$	5,397
Revolving Loan ($50 commitment)			4.00%/11.00	%	4/1/2020		215		215		215
Common Equity (7,478 shares) (j)									748		—

									7,159		5,612		2	%
K2 Industrial Services, Inc.	Industrial Cleaning & Coatings
Second Lien Debt (p)			0.00%/15.00	%	6/25/2020		10,453		10,423		10,453
Second Lien Debt (p)			0.00%/12.00	%	6/25/2020		2,261		2,255		1,155
Second Lien Debt (p)			0.00%/19.00	%	6/25/2020		1,600		1,592		1,600
Common Equity (1,673 shares)									1,268		—

									15,538		13,208		3	%

Total Control Investments								$	22,697	$	18,820		5	%

Affiliate Investments (l)
FAR Research Inc. (n)	Specialty Chemicals
Common Equity (1,396 units)								$	—	$	116		0	%

Fiber Materials, Inc.	Aerospace & Defense Manufacturing
Second Lien Debt			12.00%/0.00	%	5/30/2022	$	4,044		4,032		4,044
Common Equity (10 units)									1,000		2,104

									5,032		6,148		2	%
Medsurant Holdings, LLC	Healthcare Services
Second Lien Debt			13.00%/0.00	%	6/30/2020		8,823		8,795		8,823
Preferred Equity (126,662 units) (h)									1,346		2,703
Warrant (505,176 units) (h)(m)									4,516		9,820

									14,657		21,346		5	%
Microbiology Research Associates, Inc.	Healthcare Services
Subordinated Debt			11.00%/1.50	%	3/13/2022		8,798		8,783		8,122
Common Equity (1,625,731 units) (j)									1,938		1,924

									10,721		10,046		3	%
Mirage Trailers LLC	Utility Equipment Manufacturing
Second Lien Debt (k)(f)			13.85%/1.50	%	11/25/2020		6,109		6,075		6,109
Common Equity (2,500,000 shares) (g)									2,179		3,174

									8,254		9,283		2	%
Pfanstiehl, Inc.	Healthcare Products
Subordinated Debt			10.50%/0.00	%	9/29/2022		6,208		6,197		6,208
Common Equity (8,500 units) (j)									850		13,815

									7,047		20,023		5	%
Pinnergy, Ltd.	Oil & Gas Services
Second Lien Debt (k)			12.00%/0.00	%	1/24/2020		4,000		3,993		4,000
Common Equity - Class A-2 (42,500 units) (k)									3,000		33,878
Common Equity - Class B (1,000 units) (k)									3,000		3,000

									9,993		40,878		10	%
Steward Holding LLC (dba Steward Advanced Materials)	Aerospace & Defense Manufacturing
Second Lien Debt			12.00%/1.50	%	5/12/2021		7,553		7,538		7,553
Common Equity (1,000,000 units)									1,000		1,357

									8,538		8,910		2	%
Trantech Radiator Products, Inc.	Utility Equipment Manufacturing
Second Lien Debt (j)			13.75%/0.00	%	12/31/2019		5,994		5,994		5,994
Common Equity (6,875 shares) (j)									688		307

									6,682		6,301		2	%

Total Affiliate Investments								$	70,924	$	123,051		31	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments

December 31, 2018

(in thousands, except shares)


Portfolio Company (a)(b) Investment Type (c)	Industry	Rate (d) Cash/PIK			Maturity	Principal Amount		Cost			Fair Value (e)		Percent of Net Assets
Non-control/Non-affiliate Investments
Accent Food Services, LLC	Vending Equipment Manufacturing
Second Lien Debt (k)			10.00%/5.00	%	5/30/2022	$	30,312	$	30,205		$	28,879
Common Equity (7,885 units) (h)(j)									800			462

									31,005			29,341		7	%
Allied 100 Group, Inc.	Healthcare Products
Common Equity (1,250,000 units) (j)									1,250			1,744		0	%

Alzheimer’s Research and Treatment Center	Healthcare Services
First Lien Debt (j)(x)			8.23%/0.00	%	10/23/2023		6,500		6,451			6,451
Common Equity (1,000 units) (h)(j)									1,000			1,000

									7,451			7,451		2	%
American AllWaste LLC (dba WasteWater Transport Services)	Environmental Industries
Second Lien Debt (j)			11.00%/1.50	%	11/30/2023		11,826		11,765			11,826
Delayed Draw Commitment ($2,276 commitment) (i)(j)			11.00%/1.50	%	11/30/2019		—		(7	)		—
Preferred Equity (500 units) (j)									500			615

									12,258			12,441		3	%
Argo Turboserve Corporation	Business Services
Second Lien Debt (j)(y)			12.56%/0.00	%	6/28/2023		15,000		14,925			14,925		4	%

AVC Investors, LLC (dba Auveco)	Specialty Distribution
Second Lien Debt (k)			11.50%/0.00	%	7/3/2023		22,500		22,406			22,500
Common Equity (5,000 units) (j)									500			682

									22,906			23,182		6	%
B&B Roadway and Security Solutions, LLC	Component Manufacturing
Second Lien Debt			10.50%/1.50	%	8/27/2023		10,129		10,080			9,524
Common Equity (50,000 units) ($133 commitment) (h)(j)									500			304

									10,580			9,828		2	%
Cardboard Box LLC (dba Anthony’s Coal Fired Pizza)	Restaurants
Common Equity (521,021 units) (j)									521			108		0	%

Consolidated Infrastructure Group Holdings, LP	Business Services
Common Equity (298 units)									378			49		0	%

ControlScan, Inc.	Information Technology Services
Subordinated Debt (j)			11.00%/0.00	%	1/28/2023		6,750		6,725			6,750
Common Equity (3,704 shares) (j)									4			620
Preferred Equity (100 shares) (j)									996			996

									7,725			8,366		2	%
CRS Solutions Holdings, LLC (dba CRS Texas)	Business Services
Second Lien Debt			10.50%/1.00	%	9/14/2023		9,073		9,035			9,073
Common Equity (750,000 units) (j)									750			757

									9,785			9,830		2	%
EBL, LLC (EbLens)	Retail
Second Lien Debt (j)			12.00%/1.00	%	1/13/2023		9,389		9,321			9,389
Common Equity (75,000 units) (j)									750			742

									10,071			10,131		3	%
Global Plasma Solutions, Inc.	Component Manufacturing
First Lien Debt (j)(v)			7.40%/0.00	%	9/21/2023		8,703		8,629			8,629
Preferred Equity (947 shares) (j)									360			360
Common Equity (947 shares) (j)									15			15

									9,004			9,004		2	%
Gurobi Optimization, LLC	Information Technology Services
Subordinated Debt (k)			11.00%/0.00	%	6/19/2023		20,000		19,920			20,400
Common Equity (5 shares)									1,500			2,323

									21,420			22,723		6	%
Hilco Plastics Holdings, LLC (dba Hilco Technologies)	Component Manufacturing
Second Lien Debt			11.50%/1.50	%	12/31/2019		9,940		9,922			9,439
Preferred Equity (1,000,000 units) (h)(j)									1,000			1,112
Common Equity (72,507 units) (h)(j)									473			227

									11,395			10,778		3	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments

December 31, 2018

(in thousands, except shares)


Portfolio Company (a)(b) Investment Type (c)	Industry	Rate (d) Cash/PIK			Maturity	Principal Amount		Cost			Fair Value (e)		Percent of Net Assets
Hub Acquisition Sub, LLC (dba Hub Pen)	Promotional products
Second Lien Debt (k)			12.25%/0.00	%	9/23/2021	$	25,000	$	24,918		$	25,000
Common Equity (7,500 units)									249			1,417

									25,167			26,417		7	%
Hunter Defense Technologies, Inc.	Aerospace & Defense Manufacturing
First Lien Debt (j)(w)			9.80%/0.00	%	3/29/2023		9,747		9,653			9,653		2	%

IBH Holdings, LLC (fka Inflexxion, Inc.)	Business Services
Common Equity (150,000 units)									—			—		0	%

inthinc Technology Solutions, Inc. (n)	Information Technology Services
Royalty Rights					4/24/2020				185			—		0	%

The Kyjen Company, LLC (dba Outward Hound)	Consumer Products
Second Lien Debt (k)			12.00%/0.00	%	6/8/2024		15,000		14,937			13,950
Common Equity (765 shares) (j)									765			754

									15,702			14,704		4	%
LNG Indy, LLC (dba Kinetrex Energy)	Oil & Gas Distribution
Second Lien Debt (k)			11.50%/0.00	%	9/28/2021		5,000		4,985			5,000
Common Equity (1,000 units)									1,000			1,561

									5,985			6,561		2	%
Marco Group International OpCo, LLC	Industrial Cleaning & Coatings
Second Lien Debt			10.50%/0.75	%	1/21/2023		12,133		12,089			12,133
Common Equity (750,000 units) (h)(j)									750			800

									12,839			12,933		3	%
Mesa Line Services, LLC	Utilities: Services
Second Lien Debt (j)			10.50%/0.50	%	5/31/2023		10,014		9,963			10,014
Delayed Draw Commitment ($3,160 commitment) (i)(j)			10.50%/0.50	%	5/31/2019		—		(4	)		—
Common Equity (500 shares) (j)									500			676

									10,459			10,690		3	%
Midwest Transit Equipment, Inc.	Transportation services
Warrant (14,384 shares) (j)(m)									361			436
Warrant (9.59% of Junior Subordinated Notes) (j)(q)									381			398

									742			834		0	%
New Era Technology, Inc.	Information Technology Services
Common Equity (197,369 shares) (j)									750			990		0	%

NGT Acquisition Holdings, LLC (dba Techniks
Industries)	Component Manufacturing
Subordinated Debt			12.50%/2.00	%	3/21/2022		11,579		11,542			10,460
Common Equity (378 units) (j)									500			72

									12,042			10,532		3	%
Oaktree Medical Centre, P.C. (dba Pain Management Associates)	Healthcare Services
First Lien Debt (j)(u)			14.50%/0.00	%	1/1/2018		571		649			566
First Lien Debt (j)(u)			10.00%/12.00	%	1/1/2018		7,751		8,338			8,133
Revolving Loan (j)(u)			14.50%/0.00	%	1/1/2018		2,500		2,699			2,490
Revolving Loan (j)(u)			14.50%/0.00	%	1/31/2019		200		200			200

									11,886			11,389		3	%
OMC Investors, LLC (dba Ohio Medical Corporation)	Healthcare Products
Second Lien Debt			12.00%/0.00	%	7/15/2021		10,000		9,954			8,748
Common Equity (5,000 units)									500			139

									10,454			8,887		2	%
Palisade Company, LLC	Information Technology Services
Subordinated Debt (j)			11.75%/0.00	%	5/15/2024		6,500		6,468			6,468
Common Equity (100 shares) (j)									1,000			1,000

									7,468			7,468		2	%
Palmetto Moon, LLC	Retail
First Lien Debt			11.50%/2.50	%	10/31/2021		5,512		5,490			5,512
Common Equity (499 units) (j)									494			108

									5,984			5,620		1	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments

December 31, 2018

(in thousands, except shares)


Portfolio Company (a)(b) Investment Type (c)	Industry	Rate (d) Cash/PIK			Maturity		Principal Amount		Cost			Fair Value (e)		Percent of Net Assets
Power Grid Components, Inc.	Specialty Distribution
Second Lien Debt (k)			11.00%/1.00	%		5/20/2023	$	11,282	$	11,234		$	11,282
Preferred Equity (392 shares) (j)										392			422
Common Equity (9,695 shares) (j)										358			260

										11,984			11,964		3	%
Pugh Lubricants, LLC	Specialty Distribution
Second Lien Debt (k)			12.25%/0.00	%		5/10/2022		18,581		18,523			18,581
Common Equity (6,125 units) (h)(j)										612			1,000

										19,135			19,581		5	%
Revenue Management Solutions, LLC	Information Technology Services
Common Equity (2,250,000 shares)										2,250			3,888		1	%

Rhino Assembly Company, LLC	Specialty Distribution
Second Lien Debt (k)			12.00%/1.00	%		2/11/2023		11,324		11,275			11,324
Delayed Draw Commitment ($875 commitment) (i)(j)			12.00%/1.00	%		5/17/2022		—		—			—
Preferred Equity (8,864 units) (j)(s)										945			1,272

										12,220			12,596		3	%
Road Safety Services, Inc.	Business Services
Second Lien Debt			11.25%/1.50	%		3/18/2024		10,068		10,022			10,022
Common Equity (655 units)										621			621

										10,643			10,643		2	%
Rohrer Corporation	Packaging
Subordinated Debt (j)			10.50%/1.00	%		4/1/2024		13,735		13,670			13,670
Common Equity (400 shares)										780			724

										14,450			14,394		4	%
SES Investors, LLC (dba SES Foam)	Building Products Manufacturing
Second Lien Debt			15.00%/0.00	%		12/29/2020		3,095		3,069			2,703
Common Equity (6,000 units) (h)(j)										600			167

										3,669			2,870		1	%
Simplex Manufacturing Co.	Aerospace & Defense Manufacturing
Subordinated Debt			14.00%/0.00	%		7/31/2019		4,050		4,050			4,050
Warrant (29 shares) (m)										1,155			3,036

										5,205			7,086		2	%
Software Technology, LLC	Information Technology Services
Subordinated Debt (k)			11.00%/0.00	%		6/23/2023		10,000		9,964			10,000
Common Equity (12 shares)										1,291			1,364

										11,255			11,364		3	%
SpendMend LLC	Business Services
Second Lien Debt (k)			11.00%/1.00	%		7/8/2023		10,401		10,355			10,401
Common Equity (1,000,000 units)										1,000			1,179

										11,355			11,580		3	%
The Wolf Organization, LLC	Building Products Manufacturing
Common Equity (175 shares)										753			3,711		1	%

Thermoforming Technology Group LLC (dba Brown Machine Group) (n)	Capital Equipment Manufacturing
Common Equity (3,760 units) (h)(j)										—			10		0	%

Tile Redi, LLC	Building Products Manufacturing
First Lien Debt (j)(r)			12.80%/0.00	%		6/16/2022		10,194		10,122			10,156		2	%

TransGo, LLC	Component Manufacturing
Second Lien Debt			13.25%/0.00	%		8/28/2022		9,500		9,468			9,500
Common Equity (1,000 units)										998			905

										10,466			10,405		3	%
The Tranzonic Companies	Specialty Distribution
Subordinated Debt (j)			10.00%/1.50	%		3/27/2025		5,664		5,614			4,997
Preferred Equity (5,000 units) (j)										500			391
Common Equity (1 units) (j)										—			—

										6,114			5,388		1	%
UBEO, LLC	Business Services
Subordinated Debt (j)			11.00%/0.00	%		10/3/2024		13,100		12,979			13,100
Delayed Draw Commitment ($1,500 commitment) (j)(i)(z)			11.00%/0.00	%		8/7/2019		—		(12	)		—
Common Equity (705,000 units) (j)										705			1,027

										13,672			14,127		3	%

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments

December 31, 2018

(in thousands, except shares)


Portfolio Company (a)(b) Investment Type (c)	Industry	Rate (d) Cash/PIK			Maturity		Principal Amount		Cost		Fair Value (e)		Percent of Net Assets
United Biologics, LLC	Healthcare Services
Preferred Equity (98,377 units) (h)(j)									$	1,008	$	64
Warrant (57,469 units) (m)										566		53

										1,574		117		0	%
US GreenFiber, LLC	Building Products Manufacturing
Second Lien Debt (k)(p)			12.00%/2.00	%		5/31/2019	$	14,363		14,359		6,549
Second Lien Debt (p)			0.00%/16.00	%		5/31/2019		1,000		1,000		1,000
Common Equity (2,522 units) (h)(j)										586		—

										15,945		7,549		2	%
US Pack Logistics LLC	Transportation services
Second Lien Debt (k)			12.00%/1.75	%		3/28/2023		7,412		7,396		7,412
Common Equity (5,833 units) (h)(j)										555		178
Preferred Equity (9,458 units) (h)(j)										927		1,046

										8,878		8,636		2	%
Vanguard Dealer Services, L.L.C.	Business Services
Common Equity (6,000 units)										154		851
Common Equity (2,380 units) (j)										327		338

										481		1,189		0	%
Virginia Tile Company, LLC	Specialty Distribution
Second Lien Debt (k)			12.25%/0.00	%		4/7/2022		12,000		11,980		12,000
Common Equity (17 units)										342		1,455

										12,322		13,455		3	%
Worldwide Express Operations, LLC	Transportation services
Second Lien Debt (j)(o)			10.86%/0.00	%		2/3/2025		20,000		19,690		20,000
Common Equity (4,000 units) (h)(j)										2,956		3,823

										22,646		23,823		6	%
Total Non-control/Non-affiliate Investments									$	505,129	$	501,111		124	%

Total Investments									$	598,750	$	642,982		160	%

(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, 2018. Generally, payment-in-kind interest can be paid-in-kind or all in cash.

(e)

(f)

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

(h)	Investment is held by a Taxable Subsidiary of the Company.

(i)	The disclosed commitment represents the unfunded amount as of December 31, 2018. The Company is earning 0.50% interest on the unfunded balance of the commitment. The interest rate disclosed represents the rate which will be earned if the commitment is funded.

(j)	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).

(k)

(l)

(m)	Warrants entitle the Company to purchase a predetermined number of shares or units of common equity, 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.

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

(o)

The investment bears interest at a variable rate that is determined by reference to six-month LIBOR, which is reset quarterly. The interest rate is set as six-month LIBOR + 8.00% and is subject to a 1.00% LIBOR interest rate floor. The Company has provided the interest rate in effect as of December 31, 2018.

(p)	Investment was on non-accrual status as of December 31, 2018, meaning the Company has ceased recognizing interest income on the investment.

(q)	Warrant entitles the Company to purchase 9.59% of the outstanding principal of Junior Subordinated Notes prior to exercise, and is non-income producing.

(r)

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 + 10.00% and is subject to a 1.00% LIBOR interest rate floor. The Company has provided the interest rate in effect as of December 31, 2018.

FIDUS INVESTMENT CORPORATION

Consolidated Schedule of Investments

December 31, 2018

(in thousands, except shares)

(s)	A portion of the investment is held by a wholly-owned subsidiary of the Company, other than the Funds.

(t)

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

(v)

The investment bears interest at a variable rate that is determined by reference to three-month LIBOR. The interest rate is set as three-month LIBOR + 5.00% and is subject to a 2.00% LIBOR interest rate floor. In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 3.54% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(w)

(x)

The investment bears interest at a variable rate that is determined by reference to three-month LIBOR. The interest rate is set as three-month LIBOR + 5.75% and is subject to a 2.00% LIBOR interest rate floor. In addition to the interest earned based on the stated interest rate of this security, the Company is entitled to receive an additional interest amount of 4.15% on its “last out” tranche of the portfolio company’s senior term debt, which was previously syndicated into “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any other amounts due thereunder.

(y)

(z)	The maturity date presented represents the final termination date of the commitment. $707 of the commitment expires on May 7, 2019.

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 (“FIC,” and together with its subsidiaries, the “Company”), a Maryland corporation, operates as an externally managed, closed-end, non-diversified business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”). FIC completed its initial public offering, or IPO, in June 2011. In addition, for 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”).

The Company provides customized debt and equity financing solutions to lower middle-market companies, and may make investments directly or through its three wholly-owned investment company subsidiaries, Fidus Mezzanine Capital, L.P. (“Fund I”), Fidus Mezzanine Capital II, L.P. (“Fund II”) and Fidus Mezzanine Capital III, L.P. (“Fund III”) (collectively Fund I, Fund II and Fund III are referred to as the “Funds”). The Funds are licensed by the U.S. Small Business Administration (the “SBA”) as small business investment companies (“SBIC”). The SBIC licenses allow the Funds to obtain leverage by issuing SBA-guaranteed debentures (“SBA debentures”), subject to the issuance of leverage commitments by the SBA and other customary procedures. As SBICs, the Funds are subject to 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.

We believe that utilizing both FIC and the Funds as investment vehicles provides us with access to a broader array of investment opportunities. Given our access to lower cost capital through the SBA’s SBIC debenture program, we expect that the majority of our investments will continue to be made through the Funds until the Funds reach their borrowing limit under the program. For three or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350,000.

Fund I has also elected to be regulated as a BDC under the 1940 Act. Fund II and Fund III are not registered under the 1940 Act and rely on the exclusion from the definition of investment company contained in Section 3(c)(7) of the 1940 Act.

The Company pays a quarterly base management fee and an incentive fee to Fidus Investment Advisors, LLC (the “Investment Advisor”) under an investment advisory agreement (the “Investment Advisory Agreement”).

Note 2. Significant Accounting Policies

Basis of presentation: The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) pursuant to the requirements for reporting on Form 10-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, 2018.

Use of estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation: Pursuant to Article 6 of Regulation S-X and ASC 946, the Company will generally not consolidate its investments in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. As a result, the consolidated financial statements of the Company include only the accounts of the Company and its wholly-owned subsidiaries, including the Funds. All significant intercompany balances and transactions have been eliminated.

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

•

Market risk - In contrast to investment-grade bonds (the market prices of which change primarily as a reaction to changes in interest rates), the market prices of high-yield bonds (which are also affected by changes in interest rates) are influenced much more by credit factors and financial results of the issuer as well as general economic factors that influence the financial markets as a whole. The portfolio companies in which the Company invests may be unseasoned, unprofitable and/or have little established operating history or earnings. These companies may also lack technical, marketing, financial, and other resources or may be dependent upon the success of one product or service, a unique distribution channel, or the effectiveness of a manager or management team, as compared to larger, more established

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

entities. The failure of a single product, service or distribution channel, or the loss or the ineffectiveness of a key executive or executives within the management team may have a materially adverse impact on such companies. Furthermore, these companies may be more vulnerable to competition and to overall economic conditions than larger, more established entities.

•

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. Issues of high-yield debt securities in which the Company invests are more likely to default on interest or principal than are issues of investment-grade securities.

•

Liquidity risk - Liquidity risk represents the possibility that the Company may not be able to sell its investments quickly or at a reasonable price (given the lack of an established market).

•

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 market 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 through the stated maturity date.

•

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 defined terms at defined 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 to interest and financing expenses over the term of the debt agreement using the effective interest method. Unamortized deferred financing costs are presented as an offset to the corresponding debt liabilities on the consolidated statements of assets and liabilities.

Realized losses on extinguishment of debt: Upon the repayment of debt obligations which are deemed to be extinguishments, the difference between the principal amount due at maturity adjusted for any unamortized deferred financing costs is recognized as a loss (i.e., the unamortized deferred financing costs are recognized as a loss upon extinguishment of the underlying debt obligation). In 2019, the Company elected to change the manner in which it presents the derecognition of unamortized deferred financing costs upon extinguishment of the related debt obligation. Previously, the Company classified the extinguishment as a component of interest and financing expenses on the consolidated statements of operations. Comparative prior periods presented have been reclassified retrospectively to conform to the revised presentation. There is no change in historical net increase in net assets resulting from operations due to this change in presentation.

Deferred offering costs: Deferred offering costs include registration expenses related to shelf filings. These expenses primarily consist of U.S. Securities and Exchange Commission (“SEC”) registration fees, legal fees and accounting fees incurred. These expenses are included in prepaid expenses and other assets on the Consolidated Statements of Assets and Liabilities. Upon the completion of an equity offering or a debt offering, the deferred expenses are charged to additional paid-in capital or deferred financing costs, respectively. If no offering is completed prior to the expiration of the registration statement, the deferred costs are charged to expense.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

Realized gains or losses and unrealized appreciation or depreciation on investments: Realized gains or losses on investments are recorded upon the sale or disposition of a portfolio investment and are calculated as the difference between the net proceeds from the sale or disposition and the cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation on the consolidated statements of operations includes changes in the fair value of investments from the prior period, as determined in good faith by the Company’s board of directors (the “Board”) through the application of the Company’s valuation policy, as well as reclassifications of any prior period unrealized appreciation or depreciation on exited investments to realized gains or losses on investments.

Interest and dividend income: Interest and dividend income is recorded on the accrual basis to the extent that the Company expects to collect such amounts. Interest is accrued daily based on the outstanding principal amount and the contractual terms of the debt. Dividend income is recorded as dividends are declared or at the point an obligation exists for the portfolio company to make a distribution, and is generally recognized when received. Distributions from portfolio companies are evaluated to determine if the distribution is a distribution of earnings or a return of capital. Distributions of earnings are included in dividend income while a return of capital is recorded as a reduction in the cost basis of the investment. Estimates are adjusted as necessary after the relevant tax forms are received from the portfolio company.

PIK income: Certain of the Company’s investments contain a payment-in-kind (“PIK”) income provision. The PIK income, computed at the contractual rate specified in the applicable investment agreement, is added to the principal balance of the investment, rather than being paid in cash, and recorded as interest or dividend income, as applicable, on the consolidated statements of operations. Generally, PIK can be paid-in-kind or all in cash. The Company stops accruing PIK income when there is reasonable doubt that PIK income will be collected. PIK income that has been contractually capitalized to the principal balance of the investment prior to the non-accrual designation date is not reserved against interest or dividend income, but rather is assessed through the valuation of the investment (with corresponding adjustments to unrealized depreciation, as applicable). PIK income is included in the Company’s taxable income and, therefore, affects the amount the Company is required to pay to shareholders in the form of dividends in order to maintain the Company’s tax treatment as a RIC and to avoid corporate federal income tax, even though the Company has not yet collected the cash.

Non-accrual: Debt investments or preferred equity investments (for which the Company is accruing PIK dividends) are placed on non-accrual status when principal, interest or dividend payments become materially past due, or when there is reasonable doubt that principal, interest or dividends will be collected. Interest and dividend payments received on non-accrual investments may be recognized as interest or dividend income or may be applied to the investment principal balance based on management’s judgment. Non-accrual investments are restored to accrual status when past due principal, interest or dividends are paid and, in management’s judgment, payments are likely to remain current.

Origination and closing fees: The Company also typically receives debt investment origination or closing fees in connection with such investments. Such debt investment origination and closing fees are capitalized as unearned income and offset against investment cost basis on the consolidated statements of assets and liabilities and accreted into interest income over the life of the investment. Upon the prepayment of a debt investment, any unaccreted debt investment origination and closing fees are accelerated into interest income.

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

Fee income: Transaction fees earned in connection with the Company’s investments are recognized as fee income and are generally non-recurring. Such fees typically include fees for services, including structuring and advisory services, provided to portfolio companies. The Company recognizes income from fees for providing such structuring and advisory services when the services are rendered or the transactions are completed. Upon the prepayment of a debt investment, any prepayment penalties are recorded as fee income when earned.

Partial loan sales: The Company follows the guidance in ASC 860, Transfers and Servicing, when accounting for loan (debt investment) 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.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

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 10^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.

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 company investments owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit the Company to hold equity investments in portfolio companies that are taxed as partnerships for U.S. federal income tax purposes (such as entities organized as limited liability companies (“LLCs”) or other forms of pass through entities) while complying with the “source-of-income” requirements contained in the RIC tax provisions. The Taxable Subsidiaries are not consolidated with the Company for U.S. federal corporate income tax purposes, and each Taxable Subsidiary will be subject to U.S. federal corporate income tax on its taxable income. Any such income or expense is reflected in the consolidated statements of operations.

U.S. federal income tax regulations differ from GAAP, and as a result, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized under GAAP. Differences may be permanent or temporary. Permanent differences may arise as a result of, among other items, a difference in the book and tax basis of certain assets and nondeductible federal income taxes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

ASC Topic 740 — Accounting for Uncertainty in Income Taxes (“ASC Topic 740”) provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the consolidated financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be respected by the applicable tax authorities. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits included in the income tax provision, if any. There were no material uncertain income tax positions at June 30, 2019 and December 31, 2018. 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 2015 through 2017 tax years remain subject to examination.

Dividends to stockholders: Dividends to stockholders are recorded on the record date with respect to such distributions. The amount, if any, to be distributed to stockholders, is determined by the Board each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, may be distributed at least annually, although the Company may decide to retain such capital gains for investment.

The determination of the tax attributes for the Company’s distributions is made annually, and is based upon the Company’s taxable income and distributions paid to its stockholders for the full year. Ordinary dividend distributions from a RIC do not qualify for the preferential tax rate on qualified dividend income from domestic corporations and qualified foreign corporations, except to the extent that the RIC received the income in the form of qualifying dividends from domestic corporations and qualified foreign corporations. The tax characterization of the Company’s distributions generally includes both ordinary income and capital gains but may also include qualified dividends or return of capital.

The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for the reinvestment of dividends on behalf of its stockholders, unless a stockholder has elected to receive dividends in cash. As a result, if the Company declares a cash dividend, the Company’s stockholders who have not “opted out” of the DRIP at least two days prior to the dividend payment date will have their cash dividend automatically reinvested into additional shares of the Company’s common stock. The Company has the option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

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 and six months ended June 30, 2019 and 2018, are computed utilizing the weighted average shares outstanding for the period. Net asset value per share is calculated using the number of shares outstanding as of the end of the period.

Stock Repurchase Program: The Company has an open market stock repurchase program (the “Stock Repurchase Program”) under which the Company may acquire up to $5,000 of its outstanding common stock. Under the Stock Repurchase 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 October 30, 2018, the Board extended the Stock Repurchase Program through December 31, 2019, or until the approved dollar amount has been used to repurchase shares. The Stock Repurchase 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 Stock Repurchase Program. The Stock Repurchase Program may be suspended, extended, modified or discontinued at any time. The Company did not make any repurchases of common stock during the three and six months ended June 30, 2019. During the three and six months ended June 30, 2018, the Company repurchased zero and 44,821 shares, respectively, of common stock on the open market for zero and $582, respectively. Refer to Note 8 for additional information concerning stock repurchases.

Recent accounting pronouncements:

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019. The Company is currently evaluating the impact this ASU will have on the Company’s consolidated financial position or disclosures.

In March 2019, the SEC issued Final Rule Release No. 33-10618, FAST Act Modernization and Simplification of Regulation S-K, which amends certain SEC disclosure requirements. The amendments are intended to simplify certain disclosure requirements, improve readability and navigability of disclosure documents, and discourage repetition and disclosure of immaterial information. The amendments are effective for all filings submitted on or after May 2, 2019. The Company adopted the amendments effective May 2, 2019. 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 June 30, 2019, the Company had active investments in 64 portfolio companies and residual investments in four portfolio companies that have sold its underlying operations. The aggregate fair value of the total portfolio was $697,272 and the weighted average effective yield on the Company’s debt investments was 12.4% as of such date. As of June 30, 2019, the Company held equity investments in 92.6% of its portfolio companies and the weighted average fully diluted equity ownership in those portfolio companies was 6.2%. The weighted average fully diluted equity ownership was computed using the fully diluted equity ownership for equity investments (including warrants) at cost as of June 30, 2019.

As of December 31, 2018, the Company had active investments in 60 portfolio companies and residual investments in three portfolio companies that have sold their underlying operations. The aggregate fair value of the total portfolio was $642,982 and the weighted average effective yield on the Company’s debt investments was 12.6% as of such date. As of December 31, 2018, the Company held equity investments in 93.7% of its portfolio companies and the weighted average fully diluted equity ownership in those portfolio companies was 6.6%. The weighted average fully diluted equity ownership was computed using the fully diluted equity ownership for equity investments (including warrants) at cost as of December 31, 2018.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

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 June 30, 2019 and December 31, 2018, including accretion of OID and debt investment origination fees, but excluding investments on non-accrual status, if any.

Purchases of debt and equity investments for the six months ended June 30, 2019 and 2018 totaled $128,460 and $103,989, respectively. Proceeds from sales and repayments, including principal, return of capital distributions and realized gains, of portfolio investments for the six months ended June 30, 2019 and 2018 totaled $75,320 and $65,270, respectively.

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


	Fair Value								Cost
	June 30,				December 31,				June 30,				December 31,
	2019				2018				2019				2018
Second Lien Debt	$	369,996	53.1	%	$	366,517	57.0	%	$	385,442	58.9	%	$	379,973	63.5	%
Subordinated Debt		127,239	18.2			104,225	16.2			127,469	19.4			105,900	17.7
First Lien Debt		65,749	9.4			51,790	8.1			78,842	12.0			52,231	8.7
Equity		122,639	17.6			106,707	16.6			56,607	8.6			53,482	8.9
Warrants		11,649	1.7			13,743	2.1			6,979	1.1			6,979	1.2
Royalty Rights		—	—			—	—			185	—			185	—

Total	$	697,272	100.0	%	$	642,982	100.0	%	$	655,524	100.0	%	$	598,750	100.0	%

All investments made by the Company as of June 30, 2019 and December 31, 2018 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
	June 30,				December 31,				June 30,				December 31,
	2019				2018				2019				2018
Midwest	$	159,074	22.9	%	$	161,067	25.1	%	$	141,931	21.6	%	$	152,607	25.5	%
Southeast		153,680	22.0			176,819	27.5			144,615	22.1			155,271	25.9
Northeast		153,726	22.0			89,661	13.9			143,971	22.0			84,246	14.1
West		86,143	12.4			62,824	9.8			80,243	12.2			54,469	9.1
Southwest		144,649	20.7			152,611	23.7			144,764	22.1			152,157	25.4

Total	$	697,272	100.0	%	$	642,982	100.0	%	$	655,524	100.0	%	$	598,750	100.0	%

The following table shows portfolio composition by type and by geographic region at fair value as a percentage of net assets.


	By Type							By Geographic Region
	June 30,			December 31,				June 30,			December 31,
	2019			2018				2019			2018
Second Lien Debt		92.9	%		90.9	%	Midwest		39.9	%		40.0	%
Subordinated Debt		31.9			25.9		Southeast		38.6			43.9
First Lien Debt		16.5			12.9		Northeast		38.6			22.2
Equity		30.8			26.5		West		21.6			15.6
Warrants		2.9			3.4		Southwest		36.3			37.9
Royalty Rights		—			—

Total		175.0	%		159.6	%	Total		175.0	%		159.6	%

As of June 30, 2019 and December 31, 2018, 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 June 30, 2019 and December 31, 2018, the Company had debt investments in two portfolio companies on non-accrual status, respectively:

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)


	June 30, 2019						December 31, 2018
	Fair						Fair
Portfolio Company	Value			Cost			Value			Cost
K2 Industrial Services, Inc.	$	—	⁽¹⁾	$	—	⁽¹⁾	$	13,208		$	14,270
Oaktree Medical Centre, P.C. (dba Pain Management Associates)		—			13,368			—	⁽²⁾		—	⁽²⁾
US GreenFiber, LLC		6,167			16,159			7,549			15,359

Total	$	6,167		$	29,527		$	20,757		$	29,629

(1)	Portfolio company was no longer held at period end. Interest earned while on non-accrual was paid in full at exit.

(2)	Portfolio company debt investments were not on non-accrual status at period end.

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, 2018 and any additions and reductions made to such investments during the six months ended June 30, 2019, the ending fair value as of June 30, 2019, and the total investment income earned on such investments during the period.


												Six Months Ended June 30, 2019
Portfolio Company ⁽¹⁾	June 30, 2019 Principal Amount - Debt Investments		December 31, 2018 Fair Value		Gross Additions ⁽²⁾		Gross Reductions ⁽³⁾			June 30, 2019 Fair Value		Net Realized Gains (Losses) ⁽⁴⁾			Net Change in Unrealized Appreciation (Depreciation)			Interest Income		Payment-in- kind Interest Income		Dividend Income		Fee Income
Control Investments
FDS Avionics Corp. (dba Flight Display Systems)	$	6,777	$	5,612	$	363	$	(757	)	$	5,218	$	—		$	(757	)	$	133	$	360	$	—	$	—
K2 Industrial Services, Inc.		—		13,208		3,435		(16,643	)		—		(1,268	)		2,330			217		1,060		—		349

Total Control Investments	$	6,777	$	18,820	$	3,798	$	(17,400	)	$	5,218	$	(1,268	)	$	1,573		$	350	$	1,420	$	—	$	349

Affiliate Investments
FAR Research Inc.	$	—	$	116	$	—	$	(67	)	$	49	$	—		$	(68	)	$	—	$	—	$	—	$	—
Fiber Materials, Inc.		—		6,148		1,367		(4,399	)		3,116		—			1,354			56		—		—		—
Medsurant Holdings, LLC		8,823		21,346		10		(3,597	)		17,759		—			(3,597	)		586		—		—		—
Microbiology Research Associates, Inc.		8,863		10,046		942		—			10,988		—			875			483		66		—		22
Mirage Trailers LLC		6,155		9,283		169		—			9,452		—			112			440		46		74		—
Pfanstiehl, Inc.		6,208		20,023		3,562		—			23,585		—			3,560			325		—		367		—
Pinnergy, Ltd.		4,000		40,878		2,514		—			43,392		—			2,510			245		—		500		—
Steward Holding LLC (dba Steward Advanced Materials)		7,610		8,910		219		—			9,129		—			159			453		56		—		—
Trantech Radiator Products, Inc.		—		6,301		380		(6,681	)		—		(257	)		381			346		—		—		—

Total Affiliate Investments	$	41,659	$	123,051	$	9,163	$	(14,744	)	$	117,470	$	(257	)	$	5,286		$	2,934	$	168	$	941	$	22

(1)	The investment type, industry, ownership detail for equity investments, and if the investment is income producing is disclosed in the consolidated schedule of investments.

(2)

Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on investments, accrued PIK interest and PIK dividend income, accretion of OID and origination fees, and net unrealized appreciation recognized during the period. Gross additions also include transfers of portfolio companies into the control or affiliate classification during the period, as applicable.

(3)

Gross reductions include decreases in the cost basis of investments resulting from principal repayments or sales and net unrealized (depreciation) recognized during the period. Gross reductions also include include transfers of portfolio companies out of the control or affiliate classification during the period, as applicable.

(4)

The schedule does not reflect realized gains or losses on escrow receivables for investments which were previously exited and were not held during the period presented. Gains and losses on escrow receivables are classified in the consolidated statements of operations according to the control classification at the time the investment was exited. Escrow receivables are presented in prepaid expenses and other assets on the consolidated statements of assets and liabilities.

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

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

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 17 and 16 of its portfolio company investments representing 33.7% and 36.0% of the total portfolio investments at fair value (exclusive of new portfolio company investments made during the three months ended June 30, 2019 and December 31, 2018, respectively) as of June 30, 2019 and December 31, 2018, 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.

Consistent with the policies and methodologies adopted by the Board, the Company performs detailed valuations of its debt and equity investments, including an analysis on the Company’s unfunded debt investment commitments, using both the market and income approaches as appropriate. Under the market approach, the Company typically uses the enterprise value methodology to determine the fair value of an investment. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values, from which the Company derives a single estimate of enterprise value. Under the income approach, the Company typically prepares and analyzes discounted cash flow models to estimate the present value of future cash flows of either an individual debt investment or of the underlying portfolio company itself.

The Company evaluates investments in portfolio companies using the most recent portfolio company financial statements and forecasts. The Company also consults with the portfolio company’s senior management to obtain further updates on the portfolio company’s performance, including information such as industry trends, new product development and other operational issues.

For the Company’s debt investments the primary valuation technique used to estimate the fair value is the discounted cash flow method. However, if there is deterioration in credit quality or a debt investment is in workout status, the Company may consider other methods in determining the fair value, including the value attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. The Company’s discounted cash flow models estimate a range of fair values by applying an appropriate discount rate to the future cash flow streams of its debt investments, based on future interest and principal payments as set forth in the associated debt investment agreements. The Company prepares a weighted average cost of capital for use in the discounted cash flow model for each investment, based on factors including, but not limited to: current pricing and credit metrics for similar proposed or executed investment transactions of private companies; the portfolio company’s historical financial results and outlook; and the portfolio company’s current leverage and credit quality as compared to leverage and credit quality as of the date the investment was made. The Company may also consider the following factors when determining the fair value of debt investments: the portfolio company’s ability to make future scheduled payments; prepayment

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

penalties and other fees; estimated remaining life; the nature and realizable value of any collateral securing such debt investment; and changes in the interest rate environment and the credit markets that generally may affect the price at which similar investments may be made. The Company estimates the remaining life of its debt investments to generally be the legal maturity date of the instrument, as the Company generally intends to hold its debt investments to maturity. However, if the Company has information available to it that the debt investment is expected to be repaid in the near term, it would use an estimated remaining life based on the expected repayment date.

For the Company’s equity investments, including equity and warrants, the Company generally uses a market approach, including valuation methodologies consistent with industry practice, to estimate the enterprise value of portfolio companies. Typically, the enterprise value of a private company is based on multiples of EBITDA, net income, revenues, or in limited cases, book value. In estimating the enterprise value of a portfolio company, the Company analyzes various factors consistent with industry practice, including but not limited to original transaction multiples, the portfolio company’s historical and projected financial results, applicable market 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 six months ended June 30, 2019 and 2018.

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 six months ended June 30, 2019 and 2018:


	Second Lien			Subordinated			First Lien									Royalty
	Debt			Debt			Debt			Equity			Warrants			Rights		Total
Balance, December 31, 2017	$	341,279		$	126,481		$	28,911		$	84,585		$	15,052		$	—	$	596,308
Net realized gains (losses) on investments		(8,877	)		—			(4,208	)		5,167			—			—		(7,918	)
Net change in unrealized appreciation (depreciation) on investments		(1,743	)		(944	)		2,841			16,494			(648	)		—		16,000
Purchase of investments		84,522			12,699			—			6,768			—			—		103,989
Proceeds from sales and repayments of investments		(25,984	)		(30,052	)		(1,142	)		(8,092	)		—			—		(65,270	)
Interest and dividend income paid-in-kind		2,101			397			511			89			—			—		3,098
Proceeds from loan origination fees		(437	)		(127	)		—			—			—			—		(564	)
Accretion of loan origination fees		271			143			17			3			—			—		434
Accretion of original issue discount		30			73			—			2			—			—		105
Transfers between classifications		6,823			(6,823	)		—			—			—			—		—

Balance, June 30, 2018	$	397,985		$	101,847		$	26,930		$	105,016		$	14,404		$	—	$	646,182


Balance, December 31, 2018	$	366,517		$	104,225		$	51,790		$	106,707		$	13,743		$	—	$	642,982
Net realized gains (losses) on investments		—			—			—			(1,702	)		—			—		(1,702	)
Net change in unrealized appreciation (depreciation) on investments		(1,990	)		1,445			(12,652	)		12,807			(2,094	)		—		(2,484	)
Purchase of investments		35,599			47,743			39,215			5,903			—			—		128,460
Proceeds from sales and repayments of investments		(35,194	)		(26,689	)		(12,359	)		(1,078	)		—			—		(75,320	)
Interest and dividend income paid-in-kind		4,838			680			67			—			—			—		5,585
Proceeds from loan origination fees		(90	)		(327	)		(429	)		—			—			—		(846	)
Accretion of loan origination fees		297			162			106			2			—			—		567
Accretion of original issue discount		19			—			11			—			—			—		30

Balance, June 30, 2019	$	369,996		$	127,239		$	65,749		$	122,639		$	11,649		$	—	$	697,272

Net change in unrealized (depreciation) of $(6,335) and $(4,840) for the three and six months ended June 30, 2019, respectively, was attributable to Level 3 investments held at June 30, 2019. Net change in unrealized appreciation of $889 and $12,484 for the three and six months ended June 30, 2018, respectively, was attributable to Level 3 investments held at June 30, 2018.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

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 June 30, 2019 and December 31, 2018. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values.


	Fair Value at		Valuation	Unobservable	Range
	June 30, 2019		Techniques	Inputs	(weighted average)
Debt investments:
Second Lien Debt	$	361,263	Discounted cash flow	Weighted average cost of capital	10.9% - 30.0% (13.3%)
		6,167	Enterprise value	Revenue multiples	0.3x - 0.3x (0.3x)
		2,566	Enterprise value	Asset Coverage	1.2x - 1.2x (1.2x)

Subordinated Debt		127,239	Discounted cash flow	Weighted average cost of capital	10.9% - 18.1% (12.3%)
		—	Enterprise value	Asset Coverage	50.0x - 50.0x (n/a)

First Lien Debt		65,749	Discounted cash flow	Weighted average cost of capital	9.9% - 14.8% (11.9%)
		—	Enterprise value	Asset Coverage	50.0x - 50.0x (n/a)

Equity investments:
Equity		122,389	Enterprise value	EBITDA multiples	3.4x - 16.8x (7.1x)
		250	Enterprise value	Revenue multiples	0.3x - 4.5x (4.5x)

Warrants		11,649	Enterprise value	EBITDA multiples	4.0x - 7.0x (6.5x)

Royalty Rights		—	Discounted cash flow	Weighted average cost of capital	N/A

	Fair Value at		Valuation	Unobservable	Range
	December 31, 2018		Techniques	Inputs	(weighted average)
Debt investments:
Second Lien Debt	$	357,813	Discounted cash flow	Weighted average cost of capital	11.2% - 30.0% (13.5%)
		8,704	Enterprise value	EBITDA multiples	5.0x - 5.9x (5.1x)

Subordinated Debt		104,225	Discounted cash flow	Weighted average cost of capital	10.9% - 16.5% (12.5%)

First Lien Debt		51,790	Discounted cash flow	Weighted average cost of capital	10.2% - 20.7% (12.3%)

Equity investments:
Equity		106,707	Enterprise value	EBITDA multiples	3.5x - 17.3x (7.0x)

Warrants		13,743	Enterprise value	EBITDA multiples	4.0x - 8.0x (7.2x)

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 Company’s borrowings under the Credit Facility (as defined in Note 6), SBA debentures, and Public Notes (as defined in Note 6) are recorded at their respective carrying values.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

The following tables summarize the carrying value and fair value of the Company’s debt obligations as of June 30, 2019 and December 31, 2018.


	June 30, 2019				December 31, 2018
	Carrying Value ⁽¹⁾		Fair Value		Carrying Value ⁽¹⁾		Fair Value
SBA debentures ⁽²⁾	$	171,250	$	171,250	$	191,000	$	191,000
Credit Facility borrowings ⁽³⁾		29,500		29,500		36,500		36,500
2023 Notes ⁽⁴⁾		50,000		51,331		50,000		51,492
2024 Notes ⁽⁴⁾		69,000		70,932		—		—

Total	$	319,750	$	323,013	$	277,500	$	278,992

(1)	Carrying value represents the outstanding principal balance of the debt obligation.

(2)

The fair value of SBA debentures is estimated by discounting the 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, which are Level 3 inputs under ASC Topic 820.

(3)	The fair value of borrowings under the Credit Facility, if valued under ASC Topic 820, are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

(4)	The Public Notes, if valued under ASC Topic 820, are valued using available market quotes, which is a Level 1 input.

The following table summarizes the inputs used to value the Company’s debt obligations if measured at fair value as of June 30, 2019 and December 31, 2018.


	Fair Value
Valuation Inputs	June 30, 2019		December 31, 2018
Level 1	$	122,263	$	51,492
Level 2		—		—
Level 3		200,750		227,500

Total	$	323,013	$	278,992

Note 5. Related Party Transactions

Investment Advisory Agreement: The Company has entered into an Investment Advisory Agreement with the Investment Advisor. On June 6, 2019, the Board approved the renewal of the Investment Advisory Agreement through June 20, 2020. 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 was $3,016 and $5,887, for the three and six months ended June 30, 2019, respectively, and $2,821 and $5,506 for the three and six months ended June 30, 2018, respectively. As of June 30, 2019 and December 31, 2018, the base management fee payable was $3,016 and $2,927, 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 PIK 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.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

Pre-incentive fee net investment income does not include any realized capital gains, taxes associated with such realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where the Company incurs a loss. For example, if the Company generates pre-incentive fee net investment income in excess of the hurdle rate (as defined below) for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to a net loss on investments.

Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 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 was $1,299 and $3,784, for the three and six months ended June 30, 2019 , respectively, and $2,170 and $4,394 for the three and six months ended June 30, 2018, respectively. As of June 30, 2019 and December 31, 2018, the income incentive fee payable was $1,299 and $2,785, 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 in cash to the Investment Advisor, the Company calculates the cumulative aggregate realized capital gains and losses since the Formation Transactions (realized capital gains and losses include realized gains and losses on investments, net of income tax provision from realized gains on investments, and realized losses on extinguishment of debt), and the aggregate unrealized capital depreciation on investments as of the date of the calculation. At the end of the applicable year, the amount of capital gains that serves as the basis for the calculation of the capital gains incentive fee to be paid equals the cumulative aggregate realized capital gains on investments, less cumulative aggregate realized capital losses on investments, less aggregate unrealized capital depreciation on investments, and less cumulative aggregate realized losses on extinguishment of debt. If this number is positive at the end of such year, then the capital gains incentive fee to be paid in cash for such year equals 20.0% of such amount, less the aggregate amount of any capital gains incentive fees paid in all prior years. As of June 30, 2019 and December 31, 2018, the capital gains incentive fee payable in cash was $0 (as cumulative aggregate realized capital gains and losses on investments plus aggregate unrealized capital depreciation on investments plus realized losses on extinguishment of debt was negative as of each period). The aggregate amount of capital gains incentive fees paid from the IPO through June 30, 2019 was $348.

In addition, the Company accrues, but does not pay in cash, a capital gains incentive fee in connection with any unrealized capital appreciation on investments, as applicable. If, on a cumulative basis, the sum of (i) net realized gains/(losses) on investments plus (ii) net unrealized appreciation/(depreciation) on investments plus (iii) realized losses on extinguishment of debt decreases during a period, the Company will reverse any excess capital gains incentive fee previously accrued such that the amount of capital gains incentive fee accrued is no more than 20.0% of the sum of (i) net realized gains/(losses) on investments plus (ii) net unrealized appreciation/(depreciation) on investments plus (iii) realized losses on extinguishment of debt. The capital gains incentive fee accrued (reversed) during the three and six months ended June 30, 2019 was $(1,289) and $(934), respectively, and $(263) and $1,267 for the three and six months ended June 30, 2018, respectively. As of June 30, 2019 and December 31, 2018, the accrued capital gains incentive fee payable was $8,481 and $9,415, respectively.

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,

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

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 also entered into an administration agreement (the “Administration Agreement”) with the Investment Advisor. On June 6, 2019, the Board approved the renewal of the Administration Agreement through June 20, 2020. Under the Administration Agreement, the Investment Advisor furnishes the Company with office facilities and equipment, provides clerical, bookkeeping, and record keeping services at such facilities and provides the Company with other administrative services necessary to conduct its day-to-day operations. The Company reimburses the Investment Advisor for the allocable portion of overhead expenses incurred in performing its obligations under the Administration Agreement, including rent and the Company’s allocable portion of the cost of its chief financial officer and chief compliance officer and their respective staffs. Under the Administration Agreement, the Investment Advisor also provides managerial assistance to those portfolio companies 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 service expenses for the three and six months ended June 30, 2019 were $378 and $777, respectively, and $347 and $746 for the three and six months ended June 30, 2018. As of June 30, 2019 and December 31, 2018, the accrued administrative service expense was $300 and $474, 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 is secured by certain portfolio investments held by the Company, but portfolio investments held by the Funds are not collateral for the Credit Facility. On April 24, 2019, the Company entered into an Amended & Restated Senior Secured Revolving Credit Agreement (the “Amended Credit Agreement”) among the Company, as borrower, the lenders party thereto, and ING Capital LLC, as administrative agent. The Amended Credit Agreement amends, restates, and replaces the Credit Facility.

Under the Amended Credit Agreement, (i) revolving commitments by lenders were increased from $90,000 to $100,000, with an accordion feature that allows for an increase in total commitments up to $250,000, subject to satisfaction of certain conditions at the time of any such future increase, (ii) the maturity date of the Credit Facility was extended from June 16, 2019 to April 24, 2023, and (iii) borrowings under the credit facility bear interest, at our election, at a rate per annum equal to (a) 3.00% (or 2.75% if certain conditions are satisfied, including if (x) no equity interests are included in the borrowing base, (y) the contribution to the borrowing base of eligible portfolio investments that are performing first lien bank loans is greater than or equal to 35%, and (z) the contribution to the borrowing base of eligible portfolio investments that are performing first lien bank loans, performing last out loans, or performing second lien loans is greater than or equal to 60%) plus the one, two, three or six month LIBOR rate, as applicable, or (b) 2.00% (or 1.75% if the above conditions are satisfied) plus the highest of (A) a prime rate, (B) the Federal Funds rate plus 0.5%, (C) three month LIBOR plus 1.0%, and (D) zero. The Company pays a commitment fee that varies depending on the size of the unused portion of the Credit Facility: 3.00% per annum on the unused portion of the credit facility at or below 35% of the commitments and 0.50% per annum on any remaining unused portion of the Credit Facility between the total commitments and the 35% minimum utilization. The Amended Credit Agreement also modifies certain covenants in the credit facility, including to provide for a minimum asset coverage ratio of 2.00 to 1. The Credit Facility is secured by a first priority security interest in all of our assets, excluding the assets of our SBIC subsidiaries.

Amounts available to borrow under the Credit Facility are subject to a minimum borrowing/collateral base that applies an advance rate to certain investments held by the Company, excluding investments held by the Funds. The Company is subject to limitations with respect to the investments securing the Credit Facility, including, but not limited to, restrictions on sector concentrations, loan size, payment frequency and status and collateral interests, as well as restrictions on portfolio company leverage, which may also affect the borrowing base and therefore amounts available to borrow.

The Company has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. These covenants are subject to important limitations and exceptions that are described in the documents governing the Credit Facility. As of June 30, 2019 and December 31, 2018, the Company was in compliance in all material respect with the terms of the Credit Facility.

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. Interest on SBA debentures is payable semi-annually

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

on March 1 and September 1. As of June 30, 2019 and December 31, 2018, approved and unused SBA debenture commitments were $25,000 and zero, respectively. 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.

As of June 30, 2019 and December 31, 2018, the Company’s issued and outstanding SBA debentures mature as follows:


Pooling Date ⁽¹⁾	Maturity Date	Fixed Interest Rate			June 30, 2019		December 31, 2018
9/21/2011	9/1/2021		3.594	%	$	—	$	2,000
3/21/2012	3/1/2022		3.051			—		8,000
9/19/2012	9/1/2022		2.530			8,750		11,000
9/19/2012	9/1/2022		3.049			11,500		11,500
3/27/2013	3/1/2023		3.155			—		3,000
9/24/2014	9/1/2024		3.775			1,000		1,000
3/25/2015	3/1/2025		3.321			1,000		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
9/20/2017	9/1/2027		3.260			1,000		1,000
9/20/2017	9/1/2027		3.190			33,000		33,000
3/21/2018	3/1/2028		3.859			16,000		16,000
3/21/2018	3/1/2028		3.534			15,500		15,500
9/19/2018	9/1/2028		3.895			9,500		9,500
9/19/2018	9/1/2028		4.220			1,000		1,000

Total outstanding SBA debentures					$	171,250	$	191,000

(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.

Public Notes: On February 2, 2018, the Company closed the public offering of approximately $43,478 in aggregate principal amount of its 5.875% notes due 2023, or the “2023 Notes.” On February 22, 2018, the underwriters exercised their option to purchase an additional $6,522 in aggregate principal of the 2023 Notes. The total net proceeds to the Company from the 2023 Notes, including the exercise of the underwriters option, after deducting underwriting discounts of approximately $1,500 and offering expenses of $438, were approximately $48,062.

The 2023 Notes mature on February 1, 2023 and bear interest at a rate of 5.875%. The 2023 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after February 1, 2020. Interest on the 2023 Notes is payable quarterly on February 1, May 1, August 1 and November 1 of each year. The 2023 Notes are listed on the NASDAQ Global Select Market under the trading symbol “FDUSL.”

On February 8, 2019, the Company closed the public offering of approximately $60,000 in aggregate principal amount of its 6.000% notes due 2024, or the “2024 Notes” (and collectively with the 2023 Notes, the “Public Notes”). On February 19, 2019, the underwriters exercised their option to purchase an additional $9,000 in aggregate principal of the 2024 Notes. The total net proceeds to the Company from the 2024 Notes, including the exercise of the underwriters’ option, after deducting underwriting discounts of approximately $2,070 and estimated offering expenses of $409, were approximately $66,521.

The 2024 Notes mature on February 15, 2024 and bear interest at a rate of 6.000%. The 2024 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after February 15, 2021. Interest on the 2024 Notes is payable quarterly on February 15, May 15, August 15 and November 15 of each year, beginning May 15, 2019. The 2024 Notes are listed on the NASDAQ Global Select Market under the trading symbol “FDUSZ.”

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

The Public Notes are unsecured obligations of the Company and rank pari passu with the Company’s future unsecured indebtedness; effectively subordinated to all of the Company’s existing and future secured indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of its subsidiaries, financing vehicles, or similar facilities the Company may form in the future, with respect to claims on the assets of any such subsidiaries, financing vehicles, or similar facilities.

Interest and Financing Expenses

Interest and fees related to the Company’s debt for the three and six months ended June 30, 2019 and 2018 which are included in interest and financing expenses on the consolidated statements of operations, were as follows:


	Three Months Ended June 30, 2019												Three Months Ended June 30, 2018
	SBA debentures			Credit Facility			Public Notes			Total			SBA debentures			Credit Facility			Public Notes			Total
Stated interest expense	$	1,438		$	402		$	1,769		$	3,609		$	1,772		$	158		$	772		$	2,702
Amortization of deferred financing costs		150			75			218			443			180			68			96			344

Total interest and financing expenses	$	1,588		$	477		$	1,987		$	4,052		$	1,952		$	226		$	868		$	3,046


	Six Months Ended June 30, 2019												Six Months Ended June 30, 2018
	SBA debentures			Credit Facility			Public Notes			Total			SBA debentures			Credit Facility			Public Notes			Total
Stated interest expense	$	2,960		$	875		$	3,083		$	6,918		$	3,719		$	382		$	1,216		$	5,317
Amortization of deferred financing costs		309			167			382			858			373			133			155			661

Total interest and financing expenses	$	3,269		$	1,042		$	3,465		$	7,776		$	4,092		$	515		$	1,371		$	5,978

Weighted average stated interest rate, period end		3.369	%		5.438	%		5.947	%		4.519	%		3.311	%		5.625	%		5.875	%		3.843	%
Unused commitment fee rate, period end		N/A			0.695	%		N/A			0.695	%		N/A			1.000	%		N/A			1.000	%

Realized Losses on Extinguishment of Debt

During the six months ended June 30, 2019 and 2018, the Company prepaid $19,750 and $43,800 of SBA debentures, respectively, which were scheduled to mature on dates ranging from 2021 to 2025 and 2019 to 2022, respectively. As part of the prepayments, the Company recognized realized losses on extinguishment of debt of $189 and $150, respectively, equal to the write-off of the related unamortized deferred financing costs.

Deferred Financing Costs

Deferred financing costs are amortized into interest and financing expenses on the consolidated statements of operations, using the effective interest method, over the term of the respective financing instrument. Deferred financing costs related to the Credit Facility, SBA debentures, and Public Notes as of June 30, 2019 and December 31, 2018 were as follows:


	June 30, 2019												December 31, 2018
	SBA debentures			Credit Facility			Public Notes			Total			SBA debentures			Credit Facility			Public Notes			Total
SBA debenture commitment fees	$	3,250		$	—		$	—		$	3,250		$	3,000		$	—		$	—		$	3,000
SBA debenture leverage fees		7,276			—			—			7,276			7,276			—			—			7,276
Credit Facility upfront fees		—			2,894			—			2,894			—			1,601			—			1,601
Public Notes underwriting discounts		—			—			3,570			3,570			—			—			1,500			1,500
Public Notes debt issue costs		—			—			847			847			—			—			438			438

Total deferred financing costs		10,526			2,894			4,417			17,837			10,276			1,601			1,938			13,815
Less: accumulated amortization		(6,508	)		(1,626	)		(731	)		(8,865	)		(6,010	)		(1,459	)		(349	)		(7,818	)

Unamortized deferred financing costs	$	4,018		$	1,268		$	3,686		$	8,972		$	4,266		$	142		$	1,589		$	5,997

Unamortized deferred financing costs are presented as a direct offset to the SBA debentures, Credit Facility and Public Notes liabilities on the consolidated statements of assets and liabilities. The following table summarizes the outstanding debt net of unamortized deferred financing costs as of June 30, 2019 and December 31, 2018:


	June 30, 2019												December 31, 2018
	SBA debentures			Credit Facility			Public Notes			Total			SBA debentures			Credit Facility			Public Notes			Total
Outstanding debt	$	171,250		$	29,500		$	119,000		$	319,750		$	191,000		$	36,500		$	50,000		$	277,500
Less: unamortized deferred financing costs		(4,018	)		(1,268	)		(3,686	)		(8,972	)		(4,266	)		(142	)		(1,589	)		(5,997	)

Debt, net of deferred financing costs	$	167,232		$	28,232		$	115,314		$	310,778		$	186,734		$	36,358		$	48,411		$	271,503

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

As of June 30, 2019, the Company’s debt liabilities are scheduled to mature as follows ⁽¹⁾:


Year	SBA debentures		Credit Facility		Public Notes		Total
2019	$	—	$	—	$	—	$	—
2020		—		—		—		—
2021		—		—		—		—
2022		20,250		—		—		20,250
2023		—		29,500		50,000		79,500
2024		1,000		—		69,000		70,000
2025		40,200		—		—		40,200
2026		23,800		—		—		23,800
2027		44,000		—		—		44,000
2028		42,000		—		—		42,000

Total	$	171,250	$	29,500	$	119,000	$	319,750

(1)

The table above presents scheduled maturities of the Company’s outstanding debt liabilities as of a point in time pursuant to the terms of those instruments. The timing of actual repayments of outstanding debt liabilities may not ultimately correspond with the scheduled maturity dates depending on the terms of the underlying instruments and the potential for earlier prepayments.

Note 7. Commitments and Contingencies

Commitments: The Company had outstanding commitments to portfolio companies to fund various undrawn revolving loans, other debt investments and capital commitments totaling $8,966 and $10,846 as of June 30, 2019 and December 31, 2018, respectively. Such outstanding commitments are summarized in the following table:


	June 30, 2019						December 31, 2018
Portfolio Company - Investment	Total Commitment			Unfunded Commitment			Total Commitment			Unfunded Commitment
American AllWaste LLC (dba WasteWater Transport Services) - Delayed Draw Commitment - Term Loan-B	$	3,000		$	1,736		$	3,000		$	2,276
B&B Roadway and Security Solutions, LLC - Common Equity (Units)		—			—			133			133
FDS Avionics Corp. (dba Flight Display Systems) - Revolving Loan		250			50			250			50
French Transit, LLC - Revolving Loan		1,000			500			—			—
Mesa Line Services, LLC - Delayed Draw Term Loan Commitment		3,000			2,160			4,000			3,160
Rhino Assembly Company, LLC - Delayed Draw Commitment		875			875			875			875
Safety Products Group, LLC - Common Equity (Units)		2,852	⁽¹⁾		2,852	⁽¹⁾		2,852	⁽¹⁾		2,852	⁽¹⁾
UBEO, LLC - Delayed Draw Term Loan Commitment		793			793			1,500			1,500

Total	$	11,770		$	8,966		$	12,610		$	10,846

(1)	Portfolio company was no longer held at period end. The commitment represents the Company’s maximum potential liability related to certain guaranteed obligations stemming from the prior sale of the portfolio company’s underlying operations.

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

The commitments are generally subject to the borrowers meeting certain criteria such as compliance with financial and 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.

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

Note 8. Common Stock

Public Offerings of Common Stock

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


Period	Cumulative Number of Shares		Cumulative Gross Proceeds		Cumulative Underwriting Fees and Commissions and Offering Costs ⁽¹⁾		Weighted Average Offering Price
Cumulative since IPO		14,388,414	$	236,597	$	8,989	$	16.44

(1)

Fidus Investment Advisors, LLC agreed to bear a cumulative of $1,925 of underwriting fees and commissions and offering costs associated with these offerings (such amounts are not included in the number reported above). All such payments made by Fidus Investment Advisors, LLC are not subject to reimbursement by the Company.

The following table summarizes the cumulative total shares issued, net proceeds received, and weighted average offering price in public offerings of the Company’s common stock during the last two fiscal years and for the six months ended June 30, 2019.


Period	Cumulative Number of Shares		Cumulative Gross Proceeds		Cumulative Underwriting Fees and Commissions and Offering Costs		Weighted Average Offering Price
Fiscal year ended December 31, 2017		2,012,500	$	33,810	$	1,508	$	16.80
Fiscal year ended December 31, 2018		—	$	—	$	—	$	—
Six months ended June 30, 2019		—	$	—	$	—	$	—

Common Stock ATM Program

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”). There were no issuances of common stock under the ATM program during the last two fiscal years and for the six months ended June 30, 2019.

Stock Repurchase Program

As described in Note 2, the Company has a Stock Repurchase Program under which the Company may acquire up to $5,000 of its outstanding common stock. The Company did not make any repurchases of common stock during the three and six months ended June 30, 2019. During the three and six months ended June 30, 2018, the Company repurchased zero and 44,821 shares of common stock, respectively, on the open market for zero and $582, respectively. The Company’s NAV per share increased by approximately zero and $0.01 for the three and six months ended June 30, 2018, respectively, as a result of the share repurchases. The following table summarizes the Company’s share repurchases under the Stock Repurchase Program for the three and six months ended June 30, 2019 and 2018:


	Three Months Ended June 30,				Six Months Ended June 30,
Repurchases of Common Stock	2019		2018		2019		2018
Number of shares repurchased		—		—		—		44,821
Cost of shares repurchased, including commissions	$	—	$	—	$	—	$	582
Weighted average price per share	$	—	$	—	$	—	$	12.94
Weighted average discount to net asset value at quarter end prior to repurchases		N/A		N/A		N/A		19.4	%

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

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

The Company had 24,463,119 shares of common stock outstanding as of June 30, 2019 and December 31, 2018.

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 six months ended June 30, 2019.


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, 2017:
2/14/2017		3/10/2017		3/24/2017	$	0.39	$	8,754	$	8,556	$	198			11,500		$	17.17
5/1/2017		6/9/2017		6/23/2017		0.39		8,758		8,582		176			10,548			16.74
7/31/2017		9/8/2017		9/22/2017		0.39		9,548		9,353		195			12,256			15.90
10/30/2017		12/20/2017		12/27/2017		0.39		9,552		9,343		209			13,659			15.30
10/30/2017⁽¹⁾		12/20/2017		12/27/2017		0.04		980		959		21			1,401			15.30

					$	1.60	$	37,592	$	36,793	$	799			49,364

Fiscal Year Ended December 31, 2018:
2/13/2018		3/9/2018		3/23/2018	$	0.39	$	9,558	$	9,558	$	—	⁽²⁾		—	⁽²⁾		—
4/30/2018		6/8/2018		6/22/2018		0.39		9,541		9,541		—	⁽²⁾		—	⁽²⁾		—
7/30/2018		9/7/2018		9/21/2018		0.39		9,540		9,540		—	⁽²⁾		—	⁽²⁾		—
10/30/2018		12/7/2018		12/21/2018		0.39		9,541		9,541		—	⁽²⁾		—	⁽²⁾		—
10/30/2018 ⁽¹⁾		12/7/2018		12/21/2018		0.04		978		978		—	⁽²⁾		—	⁽²⁾		—

					$	1.60	$	39,158	$	39,158	$	—			—

Six Months Ended June 30, 2019:
1/31/2019		3/8/2019		3/22/2019	$	0.39	$	9,541	$	9,541	$	—	⁽²⁾		—	⁽²⁾		—
4/29/2019		6/7/2019		6/21/2019		0.39		9,540		9,540		—	⁽²⁾		—	⁽²⁾		—

					$	0.78	$	19,081	$	19,081	$	—			—

(1)	Special dividend.

(2)

During the six months ended June 30, 2019 and the year ended December 31, 2018, the Company directed the DRIP program plan administrator to repurchase shares on the open market in order to satisfy the DRIP obligation to deliver shares of common stock in lieu of issuing new shares. Accordingly, the Company purchased and reissued shares to satisfy the DRIP obligation as follows:


Fiscal Year Ended December 31, 2018:	Number of Shares Purchased and Reissued		Average Price Paid Per Share		Total Amount Paid
January 1, 2018 through March 31, 2018		16,503	$	12.97	$	214
April 1, 2018 through June 30, 2018		16,216		14.48		235
July 1, 2018 through September 30, 2018		16,207		14.83		240
October 1, 2018 through December 31, 2018		29,152		11.85		346

Total		78,078	$	13.25	$	1,035


Six Months Ended June 30, 2019:	Number of Shares Purchased and Reissued		Average Price Paid Per Share		Total Amount Paid
January 1, 2019 through March 31, 2019		21,855	$	15.25	$	333
April 1, 2019 through June 30, 2019		14,067		16.23		228

Total		35,922	$	15.63	$	561

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)

Note 10. Financial Highlights

The following is a schedule of financial highlights for the six months ended June 30, 2019 and 2018:


	Six Months Ended June 30,
	2019			2018
Per share data:
Net asset value at beginning of period	$	16.47		$	16.05
Net investment income⁽¹⁾		0.79			0.67
Net realized gain (loss) on investments, net of tax (provision)⁽¹⁾		(0.08	)		(0.38	)
Net unrealized appreciation (depreciation) on investments⁽¹⁾		(0.10	)		0.65
Realized losses on extinguishment of debt ⁽¹⁾		(0.01	)		(0.01	)

Total increase from investment operations⁽¹⁾		0.60			0.93
Accretive (dilutive) effect of share issuances and repurchases		—			0.01
Dividends to stockholders		(0.78	)		(0.78	)
Other⁽²⁾		—			(0.01	)

Net asset value at end of period	$	16.29		$	16.20

Market value at end of period	$	15.95		$	14.21

Shares outstanding at end of period		24,463,119			24,463,119
Weighted average shares outstanding during the period		24,463,119			24,480,484
Net assets at end of period	$	398,478		$	396,261
Average net assets⁽⁷⁾	$	402,093		$	395,897
Ratios to average net assets:
Total expenses^(3)(5)(10)		9.5	%		10.0	%
Net investment income⁽³⁾⁽⁶⁾		9.6	%		8.3	%
Total return based on market value⁽⁴⁾		40.7	%		(3.4	%)
Total return based on net asset value ⁽⁹⁾		3.6	%		5.8	%
Portfolio turnover ratio ⁽³⁾		22.4	%		20.8	%
Supplemental Data:
Average debt outstanding ⁽⁸⁾	$	295,833		$	259,600
Average debt per share⁽¹⁾	$	12.09		$	10.60

(1)	Weighted average per share data.

(2)

Represents the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date, or other rounding.

(3)	Annualized.

(4)

Total return based on market value equals the change in the market value of the Company’s common stock per share during the period divided by the market value per share at the beginning of the period, and assumes reinvestment of dividends at prices obtained by our dividend reinvestment plan during the period. The return does not reflect any sales load that may be paid by an investor.

(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.

(8)	Average debt outstanding is calculated as the average of the outstanding debt balances as of each quarter end during the fiscal year and the prior year end.

(9)

Total return based on net asset value per share equals the change in net asset value per share during the period, plus dividends paid per share during the period, less other non-operating changes during the period, and divided by beginning net asset value per share for the period. Non-operating changes include any items that affect net asset value per share other than increase from investment operations, such as the effects of share issuances and repurchases and other miscellaneous items.

(10)	The following is a schedule of supplemental expense ratios to average net assets:

FIDUS INVESTMENT CORPORATION

Notes to Consolidated Financial Statements (unaudited)

(in thousands, except shares and per share data)


	Six Months Ended June 30,
Ratio to average net assets:	2019			2018
Expenses other than incentive fee ⁽³⁾		8.1	%		7.1	%
Incentive fee ⁽³⁾		1.4	%		2.9	%

Total expenses ⁽³⁾⁽⁵⁾		9.5	%		10.0	%

Note 11. Subsequent Events

On July 19, 2019, the Company exited its debt investment in Pinnergy, Ltd. The Company received payment in full of $4,000 on its second lien debt.

On July 29, 2019, the Board declared a regular quarterly dividend of $0.39 per share payable on September 20, 2019 to stockholders of record as of September 6, 2019.

On July 31, 2019, the Company invested $21,500 in a new subordinated debt investment in Allied 100 Group, Inc., an existing portfolio company.

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, 2018, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 28, 2019. 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, 2018, 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 debt investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this 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, 2018, filed with the SEC on February 28, 2019. 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

General and Corporate Structure

We provide customized debt and equity financing solutions to lower middle-market companies, which we define as U.S. based companies having revenues between $10.0 million and $150.0 million. Our investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments. Our investment strategy includes partnering with business owners, management teams and financial sponsors by providing customized financing for ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. We seek to maintain a diversified portfolio of investments in order to help mitigate the potential effects of adverse economic events related to particular companies, regions or industries.

FIC was formed as a Maryland corporation on February 14, 2011. We completed our initial public offering, or IPO, in June 2011.

On June 20, 2011, FIC acquired all of the limited partnership interests of Fund I and membership interests of Fidus Mezzanine Capital GP, LLC, its general partner, resulting in Fund I becoming our wholly-owned SBIC subsidiary. Immediately following the acquisition, we and Fund I elected to be treated as business development companies, or BDCs, under the 1940 Act and our investment activities have been managed by Fidus Investment Advisors, LLC, our investment advisor, and supervised by our board of directors, a majority of whom are independent of us. On March 29, 2013, we commenced operations of a second wholly-owned subsidiary, Fund II. On April 18, 2018, we commenced operations of a third wholly-owned subsidiary, Fund III. Fund I, Fund II and Fund III are collectively referred to as the “Funds.”

Fund I, Fund II and Fund III received their SBIC licenses on October 22, 2007, May 28, 2013, and March 21, 2019, respectively. We plan to continue to operate the Funds as SBICs, subject to SBA approval, and to utilize the proceeds of the sale of SBA-guaranteed debentures to enhance returns to our stockholders. We have also made, and continue to make, investments directly through FIC. We believe that utilizing FIC and the Funds as investment vehicles provides us with access to a broader array of investment opportunities.

We have certain wholly-owned taxable subsidiaries (the “Taxable Subsidiaries”), each of which generally holds one or more of our portfolio investments listed on the consolidated schedules of investments. The Taxable Subsidiaries are consolidated for financial reporting purposes, such that the our consolidated financial statements reflect our investment in the portfolio company investments owned by the Taxable Subsidiaries. The purpose of the Taxable Subsidiaries is to permit us to hold equity investments in portfolio companies that are taxed as partnerships for U.S. federal income tax purposes (such as entities organized as limited liability companies (“LLCs”) or other forms of pass through entities) while complying with the “source-of-income” requirements contained in the RIC tax provisions. The Taxable Subsidiaries are not consolidated with us for U.S. federal corporate income tax purposes, and each Taxable Subsidiary will be subject to U.S. federal corporate income tax on its taxable income. Any such income or expense is reflected in the consolidated statements of operations.

Investments

We seek to create a diversified investment portfolio that primarily includes debt investments and, to a lesser extent, equity securities. Our investments typically range between $5.0 million to $30.0 million per portfolio company, although this investment size may vary proportionately with the size of our capital base. Our investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments. We may invest in the equity securities of our portfolio companies, such as preferred stock, common stock, warrants and other equity interests, either directly or in conjunction with our debt investments.

Second Lien Debt. The majority of our debt investments take the form of second lien debt, which includes senior subordinated notes. Second lien debt investments obtain security interests in the assets of the portfolio company as collateral in support of the repayment of such loans. Second lien debt typically is senior on a lien basis to other liabilities in the issuer’s capital structure and has the benefit of a security interest over assets of the issuer, though ranking junior to first lien debt secured by those assets. First lien lenders and second lien lenders typically have separate liens on the collateral, and an intercreditor agreement provides the first lien lenders with priority over the second lien lenders’ liens on the collateral. These loans typically provide for no contractual loan amortization, with all amortization deferred until loan maturity, and may include payment-in-kind (“PIK”) interest, which increases the principal balance over the term and, coupled with the deferred principal payment provision, increases credit risk exposure over the life of the loan.

Subordinated Debt. These investments are typically structured as unsecured, subordinated notes. Structurally, subordinated debt usually ranks subordinate in priority of payment to first lien and second lien debt and may not have the benefit of financial covenants common in first lien and second lien debt. Subordinated debt may rank junior as it relates to proceeds in certain liquidations where it does not have the benefit of a lien in specific collateral held by creditors (typically first lien and/or second lien) who have a perfected security interest in such collateral. However, subordinated debt ranks senior to common and preferred equity in an issuer’s capital structure. These loans typically have relatively higher fixed interest rates (often representing a

combination of cash pay and PIK interest) and amortization of principal deferred to maturity. The PIK feature (meaning a feature allowing for the payment of interest in the form of additional principal amount of the loan instead of in cash), which effectively operates as negative amortization of loan principal, coupled with the deferred principal payment provision, increases credit risk exposure over the life of the loan.

First Lien Debt. To a lesser extent, we also structure some of our debt investments as senior secured or first lien debt investments. First lien debt investments are secured by a first priority lien on existing and future assets of the borrower and may take the form of term loans or revolving lines of credit. First lien debt is typically senior on a lien basis to other liabilities in the issuer’s capital structure and has the benefit of a first-priority security interest in assets of the issuer. The security interest ranks above the security interest of any second lien lenders in those assets. Our first lien debt may include stand-alone first lien loans, “last out” first lien loans, or “unitranche” loans. Stand-alone first lien loans are traditional first lien loans. All lenders in the facility have equal rights to the collateral that is subject to the first-priority security interest. “Last out” first lien loans have a secondary priority behind super-senior “first out” first lien loans in the collateral securing the loans in certain circumstances. The arrangements for a “last out” first lien loan are set forth in an “agreement among lenders,” which provides lenders with “first out” and “last out” payment streams based on a single lien on the collateral. Since the “first out” lenders generally have priority over the “last out” lenders for receiving payment under certain specified events of default, or upon the occurrence of other triggering events under intercreditor agreements or agreements among lenders, the “last out” lenders bear a greater risk and, in exchange, receive a higher effective interest rate, through arrangements among the lenders, than the “first out” lenders or lenders in stand-alone first lien loans. Agreements among lenders also typically provide greater voting rights to the “last out” lenders than the intercreditor agreements to which second lien lenders often are subject.

Many of our debt investments also include excess cash flow sweep features, whereby principal repayment may be required before maturity if the portfolio company achieves certain defined operating targets. Additionally, our debt investments typically have principal prepayment penalties in the early years of the debt investment. The majority of our debt investments provide for a fixed interest rate.

Equity Securities. Our equity securities typically consist of either a direct minority equity investment in common or preferred stock or membership/partnership interests of a portfolio company, or we may receive warrants to buy a minority equity interest in a portfolio company in connection with a debt investment. Warrants we receive with our debt investments typically require only a nominal cost to exercise, and thus, as a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. Our equity investments are typically not control-oriented investments, and in many cases, we acquire equity securities as part of a group of private equity investors in which we are not the lead investor. We may structure such equity investments to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the occurrence of specified events. In many cases, we may also seek to obtain registration rights in connection with these equity interests, which may include demand and “piggyback” registration rights. Our equity investments typically are made in connection with debt investments to the same portfolio companies.

Revenues: We generate revenue in the form of interest and fee income on debt investments and dividends, if any, on equity investments. Our debt investments, whether in the form of second lien, subordinated or first lien loans, typically have terms of five to seven years and most bear interest at a fixed rate, but some 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 may receive repayments of some of our debt investments prior to their scheduled maturity dates, which may include prepayment penalties. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity may reflect the proceeds of sales of securities. In some cases, our investments provide for deferred interest payments or PIK interest. The principal amount of debt investments and any accrued but unpaid interest generally become due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, amendment, or structuring fees and fees for providing managerial assistance. Debt investment origination fees, OID and market discount or premium, if any, are capitalized, and we accrete or amortize such amounts into interest income. We record prepayment penalties on debt investments as fee income when earned. Interest and dividend income is recorded on the accrual basis to the extent that we expect to collect such amounts. Interest is accrued daily based on the outstanding principal amount and the contractual terms of the debt investment. Dividend income is recorded as dividends are declared or at the point an obligation exists for the portfolio company to make a distribution, and is generally recognized when received. Distributions of earnings from portfolio companies are evaluated to determine if the distribution is a distribution of earnings or a return of capital. Distributions of earnings are included in dividend income while a return of capital is recorded as a reduction in the cost basis of the investment. Estimates are adjusted as necessary after the relevant tax forms are received from the portfolio company. Debt investments or preferred equity investments (for which we are accruing PIK dividends) are placed on non-accrual status when principal, interest or dividend payments become materially past due, or when there is reasonable doubt that principal, interest or dividends will be collected. Interest and dividend payments received on non-accrual investments may be recognized as interest or dividend income or may be applied to the investment principal balance based on management’s judgment. Non-accrual investments are restored to accrual status when past due principal, interest or dividends are paid and, in management’s judgment, payments are likely to remain current. See “Critical Accounting Policies and Use of Estimates – Revenue Recognition.”

We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the cost basis of the investment, without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

Expenses: All investment professionals of 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 six months ended June 30, 2019 and 2018, we invested $128.5 million and $104.0 million, respectively, in debt and equity investments including nine and nine new portfolio companies, respectively. During the six months ended June 30, 2019 and 2018, we received proceeds from sales or repayments, including principal, return of capital dividends and net realized gains (losses), of $75.3 million and $65.3 million, respectively, including exits of four and five portfolio companies, respectively. The following table summarizes investment purchases and sales and repayments of investments by type for the six months ended June 30, 2019 and 2018 (dollars in millions).


	Purchases of Investments								Sales and Repayments of Investments
	2019				2018				2019				2018
Second Lien Debt	$	35.6	27.7	%	$	84.5	81.3	%	$	35.1	46.5	%	$	26.0	39.8	%
Subordinated Debt		47.8	37.2			12.7	12.2			26.7	35.5			30.1	46.1
First Lien Debt		39.2	30.5			—	—			12.4	16.5			1.1	1.7
Equity		5.9	4.6			6.8	6.5			1.1	1.5			8.1	12.4
Warrants		—	—			—	—			—	—			—	—
Royalty Rights		—	—			—	—			—	—			—	—

Total	$	128.5	100.0	%	$	104.0	100.0	%	$	75.3	100.0	%	$	65.3	100.0	%

As of June 30, 2019, the fair value of our investment portfolio totaled $697.3 million and consisted of 64 active portfolio companies and four portfolio companies that have sold their underlying operations. As of June 30, 2019, 12 portfolio company’s debt investments bore interest at a variable rate, which represented $121.4 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 $41.8 million as of June 30, 2019. As of June 30, 2019, our average active portfolio company investment at amortized cost was $10.2 million, which excludes investments in the four portfolio companies that have sold their underlying operations.

As of December 31, 2018, the fair value of our investment portfolio totaled $643.0 million and consisted of 60 active portfolio companies and three portfolio companies that have sold their underlying operations. As of December 31, 2018, seven debt investments bore interest at a variable rate, which represented $75.9 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 $44.2 million as of December 31, 2018. As of December 31, 2018, our average active portfolio company investment at amortized cost was $10.0 million, which excludes investments in the three portfolio companies that have sold their underlying operations.

The weighted average yield on debt investments as of June 30, 2019 and December 31, 2018 was 12.4% and 12.6%, respectively. The weighted average yield of our debt investments is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yields were computed using the effective interest rates for debt investments at cost as of June 30, 2019 and December 31, 2018, respectively, including the accretion of OID and debt investment origination fees, but excluding investments on non-accrual status, if any.

The following table shows the portfolio composition by investment type at fair value and cost and as a percentage of total investments (dollars in millions):


	Fair Value								Cost
	June 30, 2019				December 31, 2018				June 30, 2019				December 31, 2018
Second Lien Debt	$	370.0	53.1	%	$	366.5	57.0	%	$	385.4	58.9	%	$	380.0	63.5	%
Subordinated Debt		127.3	18.2			104.3	16.2			127.5	19.4			105.9	17.7
First Lien Debt		65.8	9.4			51.8	8.1			78.8	12.0			52.2	8.7
Equity		122.6	17.6			106.7	16.6			56.6	8.6			53.5	8.9
Warrants		11.6	1.7			13.7	2.1			7.0	1.1			7.0	1.2
Royalty Rights		—	—			—	—			0.2	—			0.2	—

Total	$	697.3	100.0	%	$	643.0	100.0	%	$	655.5	100.0	%	$	598.8	100.0	%

All investments made by the Company as of June 30, 2019 and December 31, 2018 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 (dollars in millions). The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business.


	Fair Value								Cost
	June 30, 2019				December 31, 2018				June 30, 2019				December 31, 2018
Midwest	$	159.2	22.9	%	$	161.1	25.1	%	$	141.9	21.6	%	$	152.6	25.5	%
Southeast		153.7	22.0			176.8	27.5			144.6	22.1			155.3	25.9
Northeast		153.7	22.0			89.7	13.9			144.0	22.0			84.2	14.1
West		86.1	12.4			62.8	9.8			80.2	12.2			54.5	9.1
Southwest		144.6	20.7			152.6	23.7			144.8	22.1			152.2	25.4

Total	$	697.3	100.0	%	$	643.0	100.0	%	$	655.5	100.0	%	$	598.8	100.0	%

The following table shows the detailed industry composition of our portfolio at fair value and cost as a percentage of total investments:


	Fair Value						Cost
	June 30, 2019			December 31, 2018			June 30, 2019			December 31, 2018
Specialty Distribution		17.2	%		13.4	%		18.0	%		14.1	%
Information Technology Services		12.9			8.5			13.0			8.5
Business Services		11.6			9.7			12.0			10.3
Oil & Gas Services		6.2			6.4			1.5			1.7
Healthcare Services		5.2			7.8			7.3			7.7
Healthcare Products		5.1			4.8			2.9			3.2
Aerospace & Defense Manufacturing		5.0			5.8			4.8			6.0
Component Manufacturing		5.0			7.9			5.6			8.9
Transportation Services		4.7			5.2			4.9			5.4
Vending Equipment Manufacturing		4.7			4.6			5.3			5.2
Promotional Products		3.8			4.1			3.8			4.2
Consumer Products		3.4			2.3			3.7			2.6
Utilities: Services		2.6			1.7			2.7			1.7
Industrial Cleaning & Coatings		2.3			4.1			2.4			4.7
Retail		2.2			2.4			2.4			2.7
Packaging		2.0			2.2			2.2			2.4
Building Products Manufacturing		1.9			3.8			3.2			5.1
Environmental Industries		1.9			1.9			2.0			2.0
Utility Equipment Manufacturing		1.4			2.4			1.3			2.5
Oil & Gas Distribution		0.9			1.0			0.9			1.0
Capital Equipment Manufacturing		0.0	⁽¹⁾		0.0	⁽¹⁾		0.0	⁽¹⁾		0.0	⁽¹⁾
Restaurants		0.0	⁽¹⁾		0.0	⁽¹⁾		0.1			0.1
Specialty Chemicals		0.0	⁽¹⁾		0.0	⁽¹⁾		0.0	⁽¹⁾		0.0	⁽¹⁾

Total		100.0	%		100.0	%		100.0	%		100.0	%

(1)	Percentage is less than 0.1% of respective total.

Portfolio Asset Quality

In addition to various risk management and monitoring tools, 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 on the equity investment.

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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 investment 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 June 30, 2019 and December 31, 2018 (dollars in millions):


	Fair Value								Cost
Investment Rating	June 30, 2019				December 31, 2018				June 30, 2019				December 31, 2018
1	$	112.6	16.2	%	$	123.8	19.2	%	$	43.0	6.5	%	$	63.7	10.7	%
2		525.5	75.4			403.1	62.7			519.5	79.3			396.2	66.2
3		53.3	7.6			94.3	14.7			58.4	8.9			101.4	16.9
4		5.8	0.8			21.3	3.3			18.3	2.8			33.2	5.5
5		0.1	—			0.5	0.1			16.3	2.5			4.3	0.7

Total	$	697.3	100.0	%	$	643.0	100.0	%	$	655.5	100.0	%	$	598.8	100.0	%

Based on our investment rating system, the weighted average rating of our portfolio as of June 30, 2019 and December 31, 2018 was 1.9 and 2.0, respectively, on a fair value basis and 2.2 and 2.2, respectively, on a cost basis.

Non-Accrual

As of June 30, 2019 and December 31, 2018, we had debt investments in two portfolio companies on non-accrual status, respectively (dollars in millions):


	June 30, 2019						December 31, 2018
Portfolio Company	Fair Value			Cost			Fair Value			Cost
K2 Industrial Services, Inc.	$	—	⁽¹⁾	$	—	⁽¹⁾	$	13.2		$	14.3
Oaktree Medical Centre, P.C. (dba Pain Management Associates)		—			13.4			—	⁽²⁾		—	⁽²⁾
US GreenFiber, LLC		6.2			16.1			7.6			15.3

Total	$	6.2		$	29.5		$	20.8		$	29.6

(1)	Portfolio company was no longer held at period end. Interest earned while on non-accrual was paid in full at exit.

(2)	Portfolio company debt investments were not on non-accrual status at period end.

Discussion and Analysis of Results of Operations

Comparison of three and six months ended June 30, 2019 and 2018

Investment Income

Below is a summary of the changes in total investment income for the three months ended June 30, 2019 as compared to the same period in 2018 (dollars in millions):


	Three Months Ended June 30,
	2019		2018		$ Change			% Change ⁽¹⁾⁽²⁾
Interest income	$	13.9	$	15.7	$	(1.8	)		(11.7	%)
Payment-in-kind interest income		3.0		1.3		1.7			122.2	%
Dividend income		0.6		0.3		0.3			113.9	%
Fee income		0.6		0.8		(0.2	)		(22.5	%)
Interest on idle funds and other income		—		—		—			NM

Total investment income	$	18.1	$	18.1	$	—			NM

(1)	NM = Not meaningful

(2)	Percent change calculated based on underlying dollar amounts in thousands as presented on the consolidated statements of operations.

For the three months ended June 30, 2019, total investment income was $18.1 million, flat with the three months ended June 30, 2018. As reflected in the table above, changes across periods are primarily attributable to the following:

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$(0.2) million decrease in total interest income (including payment-in-kind interest income) resulting from a small decrease in weighted average debt yield and the impact of a new non-accrual investment, partially offset by higher average debt investment balances outstanding, during 2019 as compared to 2018.

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$(0.2) million decrease in fee income resulting from a decrease in structuring fees on new investments, during 2019 as compared to 2018.

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$0.3 million increase in dividend income, during 2019 as compared to 2018, due to increased levels of distributions received from equity investments.

Below is a summary of the changes in total investment income for the six months ended June 30, 2019 as compared to the same period in 2018 (dollars in millions):


	Six Months Ended June 30,
	2019		2018		$ Change			% Change ⁽¹⁾⁽²⁾
Interest income	$	29.1	$	30.4	$	(1.3	)		(4.3	%)
Payment-in-kind interest income		5.6		3.0		2.6			85.6	%
Dividend income		0.9		0.6		0.3			46.3	%
Fee income		2.7		2.2		0.5			22.1	%
Interest on idle funds and other income		0.1		0.1		—			NM

Total investment income	$	38.4	$	36.3	$	2.1			5.6	%

(1)	NM = Not meaningful

(2)	Percent change calculated based on underlying dollar amounts in thousands as presented on the consolidated statements of operations.

For the six months ended June 30, 2019, total investment income was $38.4 million, an increase of $2.1 million or 5.6%, from the $36.3 million of total investment income for the six months ended June 30, 2018. As reflected in the table above, the increase is primarily attributable to the following:

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$1.3 million increase in total interest income (including payment-in-kind interest income) resulting from higher average debt investment balances outstanding, partially offset by a small decrease in weighted average debt yield, during 2019 as compared to 2018.

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$0.5 million increase in fee income resulting from an increase in structuring fees due to a comparative increase in new investments and an increase in prepayment fee income, during 2019 as compared to 2018.

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$0.3 million increase in dividend income, during 2019 as compared to 2018, due to increased levels of distributions received from equity investments.

Expenses

Below is a summary of the changes in total expenses, including income tax provision, for the three months ended June 30, 2019 as compared to the same period in 2018 (dollars in millions):


	Three Months Ended June 30,
	2019			2018			$ Change			% Change ⁽¹⁾⁽²⁾
Interest and financing expenses	$	4.1		$	3.1		$	1.0			33.0	%
Base management fee		3.0			2.8			0.2			6.9	%
Incentive fee - income		1.3			2.2			(0.9	)		(40.1	%)
Incentive fee - capital gains		(1.3	)		(0.3	)		(1.0	)		390.1	%
Administrative service expenses		0.4			0.3			0.1			8.9	%
Professional fees		0.4			0.3			0.1			47.6	%
Other general and administrative expenses		0.5			0.7			(0.2	)		(26.2	%)

Total expenses, before income tax provision		8.4			9.1			(0.7	)		(7.9	%)
Income tax provision		0.1			0.1			—			NM

Total expenses, including income tax provision	$	8.5		$	9.2		$	(0.7	)		(8.0	%)

(1)	NM = Not meaningful

(2)	Percent change calculated based on underlying dollar amounts in thousands as presented on the consolidated statements of operations.

For the three months ended June 30, 2019, total expenses, including income tax provision, were $8.5 million, a decrease of $(0.7) million, or (8.0)%, from the $9.2 million of total expenses, including income tax provision, for the three months ended June 30, 2018. As reflected in the table above, the increase is primarily attributable to the following:

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$1.0 million increase in interest and financing expenses due to an increase in average borrowings outstanding and an increase in weighted average interest rate on borrowings during 2019 as compared to 2018.

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$(1.0) million decrease in the capital gains incentive fee due to a $(5.1) million change in net gain (loss) on investments (net realized gains (losses), plus net change in unrealized appreciation (depreciation) on investments, plus realized losses on extinguishment of debt) during 2019, as compared to the same period in 2018.

•

$0.2 million increase in base management fee due to higher average total assets during 2019 as compared to 2018.

•

$(0.9) million decrease in the income incentive fee due to a $(1.2) million decrease in pre-incentive fee net investment income and that amount not exceeding the 2.5% hurdle rate during 2019, as compared to the same period in 2018.

•

$(0.2) million decrease in other general and administrative expenses during 2019, as 2018 included a non-recurring write-off of deferred equity offering costs related to our previous Form N-2 registration statement.

Below is a summary of the changes in total expenses, including income tax provision, for the six months ended June 30, 2019 as compared to the same period in 2018 (dollars in millions):


	Six Months Ended June 30,
	2019			2018		$ Change			% Change ⁽¹⁾⁽²⁾
Interest and financing expenses	$	7.8		$	6.0	$	1.8			30.1	%
Base management fee		5.9			5.5		0.4			6.9	%
Incentive fee - income		3.8			4.4		(0.6	)		(13.9	%)
Incentive fee - capital gains		(0.9	)		1.3		(2.2	)		(173.7	%)
Administrative service expenses		0.7			0.7		—			NM
Professional fees		1.0			0.8		0.2			26.9	%
Other general and administrative expenses		0.8			1.0		(0.2	)		(17.3	%)

Total expenses, before income tax provision		19.1			19.7		(0.6	)		(2.9	%)

Income tax provision		0.1			0.2		(0.1	)		(72.2	%)

Total expenses, including income tax provision	$	19.2		$	19.9	$	(0.7	)		(3.5	%)

(1)	NM = Not meaningful

(2)	Percent change calculated based on underlying dollar amounts in thousands as presented on the consolidated statements of operations.

For the six months ended June 30, 2019, total expenses, including income tax provision, were $19.2 million, a decrease of $(0.7) million, or (3.5)%, from the $19.9 million of total expenses, including income tax provision, for the six months ended June 30, 2018. As reflected in the table above, the increase is primarily attributable to the following:

•

$1.8 million increase in interest and financing expenses due to an increase in average borrowings outstanding and an increase in weighted average interest rate on borrowings during 2019 as compared to 2018.

•

$0.4 million increase in base management fee due to higher average total assets during 2019 as compared to 2018.

•

$0.2 million increase in professional fees due to increased legal, audit and tax compliance costs during 2019 as compared to 2018.

•

$(2.2) million decrease in the capital gains incentive fee due to a $(10.8) million change in net gain (loss) on investments (net realized gains (losses) plus net change in unrealized appreciation (depreciation) on investments) during 2019, as compared to the same period in 2018.

•

$(0.6) million decrease in the income incentive fee due to a $(0.1) million decrease in pre-incentive fee net investment income, during 2019 as compared to the same period in 2018, and the Q2 2019 fee amount not exceeding the 2.5% hurdle rate.

•

Net Investment Income

Net investment income increased by $0.7 million, or 7.6%, to $9.6 million during the three months ended June 30, 2019 as compared to the same period in 2018, as a result of the flat total investment income and more than offset by the decrease in total expenses, including income tax provision, of $(0.7) million.

Net investment income increased by $2.8 million, or 16.7%, to $19.2 million during the six months ended June 30, 2019 as compared to the same period in 2018, as a result of the $2.1 million increase in total investment income and partially offset by the decrease in total expenses, including income tax provision, of $(0.7) million.

Net Gain (Loss) on Investments

For the three and six months ended June 30, 2019, the total net realized loss on investments, before income tax provision on realized gains, was $(0.1) million and $(1.7) million, respectively. Income tax provision from realized gains on investments was $0.3 and $0.3 million for the three and six months ended June 30, 2019, respectively. Significant realized gains (losses) for the three and six months ended June 30, 2019 are summarized below (dollars in millions):


		Period Ended June 30, 2019
Portfolio Company	Realization Event⁽¹⁾	Three Months			Six Months
Malabar International	Escrow distribution		0.1			0.1
Trantech Radiator Products, Inc.	Exit of portfolio company		(0.3	)		(0.3	)
Consolidated Infrastructure Group Holdings, LP	Exit of portfolio company		—			(0.4	)
K2 Industrial Services, Inc.	Exit of portfolio company		—			(1.3	)
Other			0.1			0.2

Net realized gain (loss) on investments			(0.1	)		(1.7	)
Income tax provision from realized gains on investments			(0.3	)		(0.3	)

Net realized gain (loss), net of income tax provision, on investments		$	(0.4	)	$	(2.0	)

(1)

As it relates to realization events, we define an ‘exit’ of a portfolio company as situations where we have completely exited our position in all of the portfolio company’s securities and no longer carry the portfolio company on our schedule of investments. We define a ‘sale’ of a portfolio company, distinguished from an exit, as situations where the underlying operations of a portfolio company have been sold, but where we retain a residual ownership interest in the legacy entity (we generally distinguish these residual portfolio company investments from ‘active’ portfolio company investments).

For the three and six months ended June 30, 2018, the total net realized loss on investments, before income tax provision on realized gains, was $(15.2) million and $(7.9) million, respectively. Income tax provision from realized gains on investments was zero and $1.7 million for the three and six months ended June 30, 2018, respectively. Significant realized gains (losses) for the three and six months ended June 30, 2018 are summarized below (dollars in millions):


		Period Ended June 30, 2018
Portfolio Company	Realization Event⁽¹⁾	Three Months			Six Months
World Wide Packaging, LLC	Exit of portfolio company	$	—		$	6.8
Malabar International	Escrow distribution		0.1			0.3
Worldwide Express Operations, LLC	Distributions tax character true-up		—			0.2
Other			0.1			0.2
IOS Acquisitions, Inc.	Exit of portfolio company		(0.1	)		(0.1	)
Inflexxion, Inc.	Relinquishment of debt and equity		(6.4	)		(6.4	)
Six Month Smiles Holdings, Inc.	Exit of portfolio company		(8.9	)		(8.9	)

Net realized gain (loss) on investments			(15.2	)		(7.9	)
Income tax provision from realized gains on investments			—			(1.7	)

Net realized gain (loss), net of income tax provision, on investments		$	(15.2	)	$	(9.6	)

(1)

During the three and six months ended June 30, 2019 and 2018, we recorded a net change in unrealized appreciation (depreciation) on investments attributable to the following (dollars in millions):


	Three Months Ended June 30,						Six Months Ended June 30,
Unrealized Appreciation (Depreciation)	2019			2018			2019			2018
Exit, sale or restructuring of investments	$	0.3		$	13.2		$	2.3		$	9.3
Fair value adjustments to debt investments		(11.3	)		(5.6	)		(13.7	)		(10.8	)
Fair value adjustments to equity investments		5.0			6.3			8.9			17.5

Net change in unrealized appreciation (depreciation)	$	(6.0	)	$	13.9		$	(2.5	)	$	16.0

Net Increase in Net Assets Resulting From Operations

Net increase in net assets resulting from operations during the three months ended June 30, 2019 and 2018 was $3.2 million and $7.6 million, respectively, as a result of the events described above.

Net increase in net assets resulting from operations during the six months ended June 30, 2019 and 2018 was $14.6 million and $22.7 million, respectively, as a result of the events described above.

Liquidity and Capital Resources

As of June 30, 2019, we had $21.9 million in cash and cash equivalents and our net assets totaled $398.5 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 investments will provide adequate capital resources with which to operate and finance our investment business and make distributions to our stockholders for at least the next 12 months. We intend to generate additional cash primarily from the future offerings of securities (including the “at-the-market” 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 six months ended June 30, 2019, we repaid $19.8 million of SBA debentures which would have matured during the period September 1, 2021 through March 1, 2025. Our remaining outstanding SBA debentures continue to mature in 2022 and subsequent years through 2028, which will require repayment on or before the respective maturity dates.

Cash Flows

For the six months ended June 30, 2019, we experienced a net decrease in cash and cash equivalents in the amount of $20.1 million. During that period, we used $39.3 million of cash for operating activities, which included the funding of $128.5 million of investments, which were partially offset by proceeds received from sales and repayments of investments of $75.3 million. During the same period, we received proceeds from the issuance of our Public Notes of $69.0 million; which were partially offset by repayments of SBA debentures of $19.8 million, net repayments of $7.0 million of borrowings under our Credit Facility, cash dividends paid to stockholders of $19.1 million, and the payment of deferred financing costs related to our debt financings of $4.0 million.

Capital Resources

We anticipate that we will continue to fund our investment activities on a long-term basis through a combination of additional debt and equity capital.

SBA debentures

The Funds are licensed 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 $175.0 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 June 30, 2019, Fund I, Fund II and Fund III had $21.3 million, $150.0 million and zero of outstanding SBA debentures, respectively. Fund I has commenced a wind-down plan and can no longer issue additional SBA debentures. Subject to SBA regulatory requirements and approval, Fund III may access up to $175.0 million of additional SBA debentures under the SBIC debenture program. For more information on the SBA debentures, please refer to Note 6 to our consolidated financial statements.

Credit Facility

In June 2014, we entered into the Credit Facility to provide additional funding for our investment and operational activities. On April 24, 2019, we entered into the Amended Credit Agreement, which amends, restates, and replaces the Credit Facility. The Credit Facility is secured by substantially all of our assets, excluding the assets of the Funds.

Under the Amended Credit Agreement, (i) revolving commitments by lenders were increased from $90.0 million to $100.0 million, with an accordion feature that allows for an increase in total commitments up to $250.0 million, subject to satisfaction of certain conditions at the time of any such future increase, (ii) the maturity date of the credit facility was extended from June 16, 2019 to April 24, 2023, and (iii) borrowings under the Credit Facility bear interest, at our election, at a rate per annum equal to (a) 3.00% (or 2.75% if certain conditions are satisfied, including if (x) no equity interests are included in the borrowing base, (y) the contribution to the borrowing base of eligible portfolio investments that are performing first lien bank loans is greater than or equal to 35%, and (z) the contribution to the borrowing base of eligible portfolio investments that are performing first lien bank loans, performing last out loans, or performing second lien loans is greater than or equal to 60%) plus the one, two, three or six month LIBOR rate, as applicable, or (b) 2.00% (or 1.75% if the above conditions are satisfied) plus the highest of (A) a prime rate, (B) the Federal Funds rate plus 0.5%, (C) three month LIBOR plus 1.0%, and (D) zero. We pay a commitment fee that varies depending on the size of the unused portion of the Credit Facility: 3.00% per annum on the unused portion of the Credit Facility at or below 35% of the commitments and 0.50% per annum on any remaining unused portion of the Credit Facility between the total commitments and the 35% minimum utilization. The Amended Credit Agreement also modifies certain covenants in the Credit Facility, including to provide for a minimum asset coverage ratio of 2.00 to 1. The Credit Facility is secured by a first priority security interest in all of our assets, excluding the assets of our SBIC subsidiaries.

Amounts available to borrow under the Credit Facility are subject to a minimum borrowing/collateral base that applies an advance rate to certain investments held by us, excluding investments held by the Funds. We are subject to limitations with respect to the investments securing the Credit Facility, including, but not limited to, restrictions on sector concentrations, loan size, payment frequency and status and collateral interests, as well as restrictions on portfolio company leverage, which may also affect the borrowing base and therefore amounts available to borrow.

We have made customary representations and warranties and we are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. These covenants are subject to important limitations and exceptions that are described in the documents governing the Credit Facility. As of June 30, 2019, we were in compliance with all covenants of the Credit Facility and there were $29.5 million of borrowings outstanding under the Credit Facility.

Public Notes

On February 2, 2018, we closed the public offering of approximately $43.5 million in aggregate principal amount of our 5.875% notes due 2023, or the “2023 Notes.” On February 22, 2018, the underwriters exercised their option to purchase an additional $6.5 million in aggregate principal of the 2023 Notes. The total net proceeds to us from the 2023 Notes, including the exercise of the underwriters’ option, after deducting underwriting discounts of approximately $1.5 million and estimated offering expenses of $0.4 million, were approximately $48.1 million.

The 2023 Notes will mature on February 1, 2023 and bear interest at a rate of 5.875%. The 2023 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after February 1, 2020. Interest on the 2023 Notes is payable quarterly on February 1, May 1, August 1 and November 1 of each year. The 2023 Notes are listed on the NASDAQ Global Select Market under the trading symbol “FDUSL.” As of June 30, 2019, the outstanding principal balance of the 2023 Notes was $50.0 million.

On February 8, 2019, we closed the public offering of approximately $60.0 million in aggregate principal amount of our 6.000% notes due 2024, or the “2024 Notes” (and collectively with the 2023 Notes, the “Public Notes”). On February 19, 2019, the underwriters exercised their option to purchase an additional $9.0 million in aggregate principal of the 2024 Notes. The total net proceeds to us from the 2024 Notes, including the exercise of the underwriters’ option, after deducting underwriting discounts of approximately $2.1 million and estimated offering expenses of $0.4 million, were approximately $66.5 million.

The 2024 Notes will mature on February 15, 2024 and bear interest at a rate of 6.000%. The 2024 Notes may be redeemed in whole or in part at any time or from time to time at our option on or after February 15, 2021. Interest on the 2024 Notes is payable quarterly on February 15, May 15, August 15 and November 15 of each year, beginning May 15, 2019. The 2024 Notes are listed on the NASDAQ Global Select Market under the trading symbol “FDUSZ.” As of June 30, 2019, the outstanding principal balance of the 2024 Notes was $69.0 million.

The Public Notes are unsecured obligations and rank pari passu with our future unsecured indebtedness; effectively subordinated to all of our existing and future secured indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities we may form in the future, with respect to claims on the assets of any such subsidiaries, financing vehicles, or similar facilities.

As of June 30, 2019, the weighted average stated interest rates for our SBA debentures, the Public Notes and the Credit Facility were 3.369%, 5.947% and 5.438%, respectively. As of June 30, 2019, we had $70.5 million of unutilized commitment under our Credit Facility, and we were subject to a 0.695% fee on such amount. As of June 30, 2019, the weighted average stated interest rate on total debt outstanding was 4.519%.

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 U.S. Securities and Exchange Commission (“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. Recent legislation, however, modifies the required minimum asset coverage ratio from 200.0% to 150.0%, if certain requirements are met. Under the legislation, we are allowed to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is present, approve a proposal to do so. If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval. Alternatively, the legislation allows the majority of our independent directors to approve an increase in our leverage capacity, and such approval would become effective after the one-year anniversary of such approval.

On April 29, 2019, our Board, including a majority of the non-interested directors, approved a minimum asset coverage ratio of 150% under Sections 18(a)(1) and 18(a)(2) of the 1940 Act. As a result, we will become subject to the 150% asset coverage ratio effective as of April 29, 2020. At present time, we do not intend to seek stockholder approval to reduce our asset coverage requirement.

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 19, 2019, 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 19, 2020 or the date of our 2020 Annual Meeting of Stockholders. We expect to present to our stockholders a similar proposal at our 2020 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 19, 2020 or the date of our 2020 Annual Meeting of Stockholders may not exceed 25.0% of our outstanding common stock immediately prior to each such sale.

Stock Repurchase Program

We have an open market stock repurchase program (the “Stock Repurchase Program”) under which we may acquire up to $5.0 million of our outstanding common stock. Under the Stock Repurchase Program, we may, but are not obligated to, repurchase outstanding common stock in the open market from time to time provided that we comply with the prohibitions under our insider trading policies and the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended, including certain price, market value and timing constraints. The timing, manner, price and amount of any share repurchases will be determined by our management, in its discretion, based upon the evaluation of economic and market conditions, stock price, capital availability, applicable legal and regulatory requirements and other corporate considerations. On October 30, 2018, the Board extended the Stock Repurchase Program through December 31, 2019, or until the approved dollar amount has been used to repurchase shares. The Stock Repurchase Program does not require us to repurchase any specific number of shares and we cannot assure that any shares will be repurchased under the Stock Repurchase Program. The Stock Repurchase Program may be suspended, extended, modified or discontinued at any time. We did not make any repurchases of common stock during the three and six months ended June 30, 2019. During the three and six months ended June 30, 2018, we repurchased zero and 44,821 shares of common stock, respectively, on the open market for zero and $0.6 million, respectively. Refer to Note 8 to our consolidated financial statements for additional information concerning stock repurchases.

Critical Accounting Policies and Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions affecting amounts reported in the financial statements. We have identified investment valuation 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:

•

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;

•

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

•

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 17 and 16 of our portfolio company investments representing 33.7% and 36.0% of the total portfolio investments at fair value (exclusive of new portfolio company investments made during the three months ended June 30, 2019 and December 31, 2018, respectively) as of June 30, 2019 and December 31, 2018, respectively;

•

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 debt investment commitments, using both the market and income approaches as appropriate. Under the market approach, we typically use the enterprise value methodology to determine the fair value of an investment. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values, from which we derive a single estimate of enterprise value. Under the income approach, we typically prepare and analyze discounted cash flow models to estimate the present value of future cash flows of either an individual debt investment or of the underlying portfolio company itself.

We evaluate investments in portfolio companies using the most recent portfolio company financial statements and forecasts. We also consult with the portfolio company’s senior management to obtain further updates on the portfolio company’s performance, including information such as industry trends, new product development and other operational issues.

For our debt investments the primary valuation technique used to estimate the fair value is the discounted cash flow method. However, if there is deterioration in credit quality or a debt investment is in workout status, we may consider other methods in determining the fair value, including the value attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. Our discounted cash flow models estimate a range of fair values by applying an appropriate discount rate to the future cash flow streams of our debt investments, based on future interest and principal payments as set forth in the associated debt investment agreements. We prepare a weighted average cost of capital for use in the discounted cash flow model for each investment, based on factors including, but not limited to: current pricing and credit metrics for similar proposed or executed investment transactions of private companies; the portfolio company’s historical financial results and outlook; and the portfolio company’s current leverage and credit quality as compared to leverage and credit quality as of the date the investment was made. We may also consider the following factors when determining the fair value of debt investments: the portfolio company’s ability to make future scheduled payments; prepayment penalties and other fees; estimated remaining life; the nature and realizable value of any collateral securing such debt investment; and changes in the interest rate environment and the credit markets that generally may affect the price at which similar investments may be made. We estimate the remaining life of our debt investments

to generally be the legal maturity date of the instrument, as we generally intend to hold debt investments to maturity. However, if we have information available to us that the debt investment is expected to be repaid in the near term, we would use an estimated remaining life based on the expected repayment date.

For our equity investments, including equity securities and warrants, we generally use a market approach, including valuation methodologies consistent with industry practice, to estimate the enterprise value of portfolio companies. Typically, the enterprise value of a private company is based on multiples of EBITDA, net income, revenues, or in limited cases, book value. In estimating the enterprise value of a portfolio company, we analyze various factors consistent with industry practice, including but not limited to original transaction multiples, the portfolio company’s historical and projected financial results, applicable market trading and transaction comparables, applicable market yields and leverage levels, the nature and realizable value of any collateral, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public. 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 after the relevant tax forms are received from the portfolio company.

PIK income. Certain of our investments contain a PIK income provision. The PIK income, computed at the contractual rate specified in the applicable investment agreement, is added to the principal balance of the investment, rather than being paid in cash, and recorded as interest or dividend income, as applicable, on the consolidated statements of operations. Generally, PIK can be paid-in-kind or all in cash. We stop accruing PIK income when there is reasonable doubt that PIK income will be collected. PIK income that has been contractually capitalized to the principal balance of the investment prior to the non-accrual designation date is not reserved against interest or dividend income, but rather is assessed through the valuation of the investment (with corresponding adjustments to unrealized depreciation, as applicable). PIK income is included in our taxable income and, therefore, affects the amount we are required to pay to our stockholders in the form of dividends in order to maintain our tax treatment as a RIC and to avoid paying corporate-level U.S. federal income tax, even though we have not yet collected the cash.

Non-accrual. Debt investments or preferred equity investments (for which we are accruing PIK dividends) are placed on non-accrual status when principal, interest or dividend payments become materially past due, or when there is reasonable doubt that principal, interest or dividends will be collected. Interest and dividend payments received on non-accrual investments may be recognized as interest or dividend income or applied to the investment principal balance based on management’s judgment. Non-accrual investments are restored to accrual status when past due principal, interest or dividends are paid and, in management’s judgment, are likely to remain current.

Warrants. In connection with our debt investments, we will sometimes receive warrants or other equity-related securities (Warrants). We determine the cost basis of Warrants based upon their respective fair values on the date of receipt in proportion to the total fair value of the debt and Warrants received. Any resulting difference between the face amount of the debt and its recorded fair value resulting from the assignment of value to the Warrants is treated as OID and accreted into interest income using the effective interest method over the term of the debt investment. Upon the prepayment of a debt investment, any unaccreted OID is accelerated into interest income.

Fee income. All transaction fees earned in connection with our investments are recognized as fee income and are generally non-recurring. Such fees typically include fees for services, including structuring and advisory services, provided to portfolio companies. We recognize income from fees for providing such structuring and advisory services when the services are rendered or the transactions are completed. Upon the prepayment of a debt investment, any prepayment penalties are recorded as fee income when earned.

We also typically receive debt investment origination or closing fees in connection with investments. Such debt investment origination and closing fees are capitalized as unearned income and offset against investment cost basis on our consolidated statements of assets and liabilities and accreted into interest income over the term of the investment. Upon the prepayment of a debt investment, any unaccreted debt investment origination and closing fees are accelerated into interest income.

Recently Issued Accounting Standards

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. The guidance is effective for annual and interim reporting periods beginning after December 15, 2019. We are currently evaluating the impact this ASU will have on our consolidated financial position or disclosures.

In March 2019, the SEC issued Final Rule Release No. 33-10618, FAST Act Modernization and Simplification of Regulation S-K, which amends certain SEC disclosure requirements. The amendments are intended to simplify certain disclosure requirements, improve readability and navigability of disclosure documents, and discourage repetition and disclosure of immaterial information. The amendments are effective for all filings submitted on or after May 2, 2019. We adopted the amendments effective May 2, 2019. 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, other debt investments and capital commitments totaling $9.0 million and $10.9 million as of June 30, 2019 and December 31, 2018, respectively. Such outstanding commitments are summarized in the following table (dollars in millions):


	June 30, 2019						December 31, 2018
Portfolio Company - Investment	Total Commitment			Unfunded Commitment			Total Commitment			Unfunded Commitment
American AllWaste LLC (dba WasteWater Transport Services) - Delayed Draw Commitment - Term Loan-B	$	3.0		$	1.7		$	3.0		$	2.3
B&B Roadway and Security Solutions, LLC - Common Equity (Units)		—			—			0.1			0.1
FDS Avionics Corp. (dba Flight Display Systems) - Revolving Loan		0.2			—			0.2			0.1
French Transit, LLC - Revolving Loan		1.0			0.5			—			—
Mesa Line Services, LLC - Delayed Draw Term Loan Commitment		3.0			2.2			4.0			3.1
Rhino Assembly Company, LLC - Delayed Draw Commitment		0.9			0.9			0.9			0.9
Safety Products Group, LLC - Common Equity (Units)		2.9	⁽¹⁾		2.9	⁽¹⁾		2.9	⁽¹⁾		2.9	⁽¹⁾
UBEO, LLC - Delayed Draw Term Loan Commitment		0.8			0.8			1.5			1.5

Total	$	11.8		$	9.0		$	12.6		$	10.9

(1)	Portfolio company was no longer held at period end. The commitment represents our maximum potential liability related to certain guaranteed obligations stemming from the prior sale of the portfolio company’s underlying operations.

Additional detail for each of the commitments above is provided in our consolidated schedules of investments.

Related Party Transactions

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

•

We have entered into the Investment Advisory Agreement with Fidus Investment Advisors, LLC, as our investment advisor. Pursuant to the agreement our investment advisor manages our day-to-day operating and investing activities. We pay our investment advisor a fee for its services under the Investment Advisory Agreement consisting of two components — a base management fee and an incentive fee. See Note 5 to our consolidated financial statements.

•

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 limited liability company organized under the laws of Delaware.

•

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 SEC; and (4) be subject to modified consolidated asset coverage requirements for senior securities issued by a BDC and its SBIC subsidiary. Fund II and Fund III have not elected to be treated as BDCs and are 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 asset coverage requirements applicable to us. Effective June 30, 2014, pursuant to separate exemptive relief from the SEC, any SBA debentures issued by Fund II and Fund III are not considered senior securities for purposes of the 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 204A-1 under the Advisers Act and in accordance with Rule 17j-1(c) under the 1940 Act. 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 July 19, 2019, we exited our debt investment in Pinnergy, Ltd. We received payment in full of $4.0 million on our second lien debt.

On July 29, 2019, our Board declared a regular quarterly dividend of $0.39 per share payable on September 20, 2019 to stockholders of record as of September 6, 2019.

On July 31, 2019, we invested $21.5 million in a new subordinated debt investment in Allied 100 Group, Inc., an existing portfolio company.

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 June 30, 2019 and December 31, 2018, 12 and seven portfolio company’s debt investments, respectively, bore interest at a variable rate, which represented $121.4 million and $75.9 million of our portfolio on a fair value basis, respectively, and the remainder of our debt portfolio was comprised entirely of fixed rate investments. Our pooled SBA debentures and our Public Notes bear interest at fixed rates. Our Credit Facility bears interest, at our election, at a rate per annum equal to (a) 3.00% (or 2.75% if certain conditions are satisfied, including if (x) no equity interests are included in the borrowing base, (y) the contribution to the borrowing base of eligible portfolio investments that are performing first lien bank loans is greater than or equal to 35%, and (z) the contribution to the borrowing base of eligible portfolio investments that are performing first lien bank loans, performing last out loans, or performing second lien loans is greater than or equal to 60%) plus the one, two, three or six month LIBOR rate, as applicable, or (b) 2.00% (or 1.75% if the above conditions are satisfied) plus the highest of (A) a prime rate, (B) the Federal Funds rate plus 0.5%, (C) three month LIBOR plus 1.0%, and (D) zero.

Because we currently borrow, and plan to borrow in the future, money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by our investment portfolio.

The following table shows the approximate annualized increase or decrease in the components of net investment income due to hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings as of June 30, 2019 (dollars in millions):


Basis Point Increase (Decrease)	Interest Income Increase (Decrease)⁽¹⁾			Interest Expense Increase (Decrease)			Net Increase (Decrease)			Net Investment Income⁽²⁾
(200)	$	(1.3	)	$	(0.6	)	$	(0.7	)	$	(0.6	)
(150)		(1.1	)		(0.5	)		(0.6	)		(0.5	)
(100)		(0.9	)		(0.3	)		(0.6	)		(0.5	)
(50)		(0.5	)		(0.2	)		(0.3	)		(0.2	)
50		0.6			0.1			0.5			0.4
100		1.2			0.3			0.9			0.7
150		1.8			0.4			1.4			1.1
200		2.4			0.6			1.8			1.4
250		3.1			0.7			2.4			1.9
300		3.7			0.9			2.8			2.2

(1)	Certain of our variable rate debt investments have a LIBOR interest rate floor, which lessens the impact of decreases in interest rates.

(2)	Includes the impact of income incentive fee at 20.0% on net increase (decrease) in net interest.

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 second quarter of 2019 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, including the risk factor below, you should carefully consider the “Risk Factors” discussed in our Form 10-K for the year ended December 31, 2018 and filed with the SEC on February 28, 2019, 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.

Recent legislation may allow us to incur additional leverage.

The 1940 Act generally prohibits us from incurring indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our assets). However, the Small Business Credit Availability Act, which was signed into law on March 23, 2018, has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. Under the legislation, we are allowed to increase our leverage capacity if stockholders representing at least a majority of the votes cast, when a quorum is present, approve a proposal to do so. If we receive stockholder approval, we would be allowed to increase our leverage capacity on the first day after such approval. Alternatively, the legislation allows the majority of our independent directors to approve an increase in our leverage capacity, and such approval would become effective after one year. In either case, we would be required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage.

As a result of this legislation, we may be able to increase our leverage up to an amount that reduces our asset coverage ratio from 200% to 150%. Leverage magnifies the potential for loss on investments in our indebtedness and on invested equity capital. As we use leverage to partially finance our investments, you will experience increased risks of investing in our securities. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged our business. Similarly, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to pay common stock dividends, scheduled debt payments or other payments related to our securities. Leverage is generally considered a speculative investment technique.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

During the three and six months ended June 30, 2019, we did not make any repurchases of common stock under the Stock Repurchase Program. The following table provides information regarding such repurchases of our common stock (dollars in millions, except per share data):


Period	Total Number of Shares Purchased⁽¹⁾		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Stock Repurchase Program
January 1, 2019 through January 31, 2019		—	$	—		—	$	4.4
February 1, 2019 through February 28, 2019		—		—		—		4.4
March 1, 2019 through March 31, 2019		—		—		—		4.4
April 1, 2019 through April 30, 2019		—		—		—		4.4
May 1, 2019 through May 31, 2019		—		—		—		4.4
June 1, 2019 through June 30, 2019		—		—		—		4.4

Total		—	$	—		—

(1)

Excludes shares purchased on the open market and reissued in order to satisfy the dividend reinvestment plan (“DRIP”) obligation to deliver shares of common stock in lieu of issuing new shares. During the six months ended June 30, 2019, we purchased and reissued shares of common stock to satisfy the DRIP obligation as follows:


Period	Number of Shares Purchased and Reissued		Average Price Paid Per Share		Total Amount Paid
March 1, 2019 through March 31, 2019		21,855	$	15.25	$	0.3
June 1, 2019 through June 30, 2019		14,067		16.23		0.3

Total		35,922	$	15.63	$	0.6

Refer to Note 8 to our consolidated financial statements for additional information concerning stock repurchases under our Stock Repurchase Program.

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: August 1, 2019						/s/ EDWARD H. ROSS
						Edward H. Ross
						Chairman and Chief Executive Officer
						(Principal Executive Officer)

Date: August 1, 2019						/s/ SHELBY E. SHERARD
						Shelby E. Sherard
						Chief Financial Officer (Principal Financial and Accounting Officer)