Ladies and gentlemen, thank you for standing by. And welcome to the Fidus Third Quarter 2020 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker for today, Mr. Jody Burfening. Thank you. Please go ahead.

Thank you, Tommy, and good morning, everyone. Thank you for joining us for Fidus Investment Corporation's third quarter 2020 earnings conference call. With me this morning are Ed Ross, Fidus Investment Corporation's Chairman and Chief Executive Officer; and Shelby Sherard, Chief Financial Officer. Fidus Investment Corporation issued a press release yesterday afternoon with the details of the company's quarterly financial results. A copy of the press release is available on the Investor Relations page of the company's website at fdus.com. I'd like to remind everyone that today’s call is being recorded. A replay is available by using the telephone numbers and conference ID provided in the earnings press release. In addition, an archived webcast replay will be available on the Investor Relations page of the company's website following the conclusion of this conference call. I'd also like to call your attention to the customary Safe Harbor disclosure regarding forward-looking information included on today's call. The conference call today will contain forward-looking statements including statements regarding the goals, strategies, beliefs, future potential, operating results and cash flows of Fidus Investment Corporation. Although, management believes these statements are reasonable based on estimates, assumptions, projections as of today October 30, 2020, these statements are not guarantees of future performance. Time-sensitive information may no longer be accurate at the time of any telephonic or webcast replay. Actual results may differ materially as a result of risks, uncertainties and other factors, including but not limited to the factors set forth in the company's filings with the Securities and Exchange Commission. Fidus undertakes no obligation to update or revise any of these forward-looking statements. With that, I would now like to turn the call over to Ed. Good morning, Ed.

Good morning, Jody and good morning, everyone. Welcome to our third quarter 2020 earnings conference call. I hope all of you, your families, friends and co-workers are staying healthy and well. Since our first quarter earnings call when the shelter-in-place orders related to the pandemic began to weigh on our portfolio companies business operations. I have focused my prepared remarks on the state of our portfolio. As uncertainties associated with the pandemic in the economy are still with us. On this morning's call, I'm going to once again open with a status report on our portfolio. I also share you my assessment of M&A trends in the lower middle market and dealer activity levels as we move into the homestretch of 2020. Shelby will cover the third quarter financial results in our liquidity position. Once we have completed our prepared remarks, we'll be happy to take your questions. Since the pandemic hit us in the United States towards the end of the first quarter. management teams at our portfolio companies have done a great job overall of adapting their businesses to the new normal, executing plans to ensure business continuity, flexing the current demand dynamics and focusing on what they can control. Some of them are focusing on enhancing business operations, while others are taking advantage of competitive openings to accelerate growth plans. Although we are not out of the woods, yet, our portfolio companies continue to hold their own. I'm pleased to report that the overall health of the portfolio continues to improve. Our assessment of portfolio risk based on company operations and valuations has steadily abated since the first quarter, when we considered a little more than 80% of the portfolio to be in the low to medium risk range. To the second quarter when our view was…

Thank you Ed and good morning everyone. I will review our third quarter results in more detail and close with comments on our liquidity position. Please note I will be providing comparative commentary versus the prior quarter Q2, 2020. Total investment income was $21.1 million for the three months ended September 30, 2020. A $0.7 million increase from Q2 due to a $0.2 million increase in fee income and a 0.5 million increase in dividend income primarily due to net tax true ups for prior year distributions as on the 2019 K1 several portfolio companies reported higher distributions of earnings and profits versus prior estimates of return of capital. FIC income as a percentage of interest income was approximately 6.2% for the three months ended September 30. Total expenses including income tax provision were $14.2 million for the third quarter, approximately $3 million higher than the prior quarter primarily due to the capital gains incentive fee accrual related to unrealized depreciation in the fair value in Q3. A $0.7 million increase in income incentive fee was offset by $0.7 million decrease in G&A expenses and Q3. In Q2, we elected to waive 20% of the income incentive fee. The onetime fee waiver was approximately $0.4 million. Excluding the accrued capital gains in Tennessee, total expenses in Q3 were $11.4 million in line with Q2. As a reminder, expenses will be higher in the fourth quarter as we will incur annual estimated excise tax expense. As of September 30 the weighted average interest rate on our outstanding debt was 4.6%. We had $352.3 million of debt outstanding comprised of $147 million of SBA debentures, $182.3 million of public notes and $23 million outstanding on the line of credit. Our debt to equity ratio was 0.9x or 0.5x statutory leverage excluding exempt…

Thanks, Shelby. As always, I'd like to thank our team and the board of directors at Fidus for their dedication and hard work and our shareholders for their continued support. I will now turn the call over to Jimmy for Q&A. Jimmy?

[Operator Instructions] Our first question comes from Bryce Rowe with National Securities. Your line is now open.

Good morning, Ed and Shelby. Firstly, I just wanted to talk about the distributions and future distributions. We talked about this last quarter. And it continues to be first class problems to have that you’re over earning the $0.30 dividend level on it from a regular dividend perspective. And then you're apparently going into the end of the year with more than $1 per share of spillover income having already hits your distribution requirements for this year. So just curious how you in the board are kind of thinking about distributions at this point and is there any creative thought process in terms of getting credit for the amount of spillover that you that you're carrying at this point?

Sure. Great question, Bryce. As you can imagine, there was a lot of discussion on this topic at the board meeting this week. You know, and I think all of us and you would agree, there's still a lot of uncertainty in the world today, especially when you had the election to the mix. And that's, from our perspective, making quick decisions does not seem like the right thing to do at the moment. We are thrilled with the performance and our overall outlook, quite frankly, of Fidus. You know, we're also thrilled to be making a supplemental distribution, which is in direct correlation to our performance. Nevertheless, as we sit here today, we think operating with a fair bit of caution is the overall right approach, until uncertainty in the world in the US, abates a bit more. However, we are planning to look closely at our dividend distributions next quarter as well, which would include looking closely at the base dividend and or making incremental supplemental dividends or considering it at least. So hopefully, that's helpful. We do like from a spillover perspective, I think, just given the world today, we like having a healthy spill over position. We think that's a positive for shareholders. And, I think we like our position today, but we're trying to continue to operate with a fair bit of caution. Shelby would you add anything to that?

No, I think that sums it up pretty well. I mean, we are actively monitoring the spillover position and talking about the dividend policy on a quarterly basis.

Got it. Okay. And then maybe one follows up that's unrelated. Ed obviously, you pause your origination activity with the emergence of COVID. And the pipeline has been reopened, so to speak. Maybe you could talk about at least the deals that you're evaluating right now, how does pricing compare on those deals, you're evaluating to kind of the current yield within the portfolio right now?

Sure. Great question. And I think it's probably worth just touching on the market and originations as well, just because they all kind of go hand in hand. I think the market, from our perspective, took three or four months off completely. And we've talked about that on this call. I think last quarter. Things started to pick up in July. And quite frankly, we started to look at some opportunity there. You know, I will tell you, we proposed on some deals that ultimately would have been Q3 deals and we were not the winners. There were others that were more aggressive than us to your pricing point. You know, having said that, I will tell you, in August, it was very, very busy. And post Labor Day, you know, it was expected to get busier. And it did. So deal flow has been very strong. And I would say pricing is a little above where things were pre COVID. So that's still the same as 90 days ago. But at the same time, there's a fair bit of competition out there. You know, so the good news is we are, we're very busy. And we're still operating with an abundance of caution. And if we feel good about it, it's there's a lot of companies out there that have weathered this storm well, or actually just not been meaningfully impacted by them. And we're seeing a fair bit of those in the market today.

Great, thank you. And I'll jump out and let somebody else ask some questions. Appreciate it.

Thank you. Our next question comes from Robert Dodd with Raymond James. Your line is open.

Morning, at the risk of just repeating Bryce’s questions, I'm going to do pretty much that. On the on the dividend front, obviously I mean that I think you illustrated it back in Q1, right, eight of nine, eight of 10 COVID scenarios, you could cover 37 solution base. And as you said, there's still a ton of uncertainty and things going on right now. So what, when Shelby mentioned, it's always under consideration and as you talked about supplemental, what's been the consideration given to keeping the base say where it is, but having a formulaic supplemental, which has been quite popular with some other BDC periodically. So if COVID and the general economic situation does deteriorate material again, that base that you illustrated was coverable, even in some pretty onerous situations just stays there. But having a formulaic rather than just kind of leaving it up to the board, every quarter, what's the thought process? Is that been considered? Is that something that could get more weight than then maybe just taking up the base given things are still very uncertain right now?

Sure, sure. Great question. I would tell you that that is on the table as an option and was discussed this quarter and discussed pretty seriously. I think, back to the comments, it's just, we're in a funny world today and they're still with the election and everything else, there's just uncertainty that we take, it makes sense to, obviously distributes some incremental earnings, or because we were performing well. And in next quarter and I tried to signal this in our prepared remarks, or that we are considering a variety of things, and all those are on the table. It could be a formula, it could be just putting some incremental distributions on a quarterly basis for a year or so. Or it could be looking at the base dividend. And so we like this decision this quarter, just given where we are in the world, but all those are going to be on the table again. You know, when we report fourth quarter, and or even prior to that, I guess we'll announce the dividend in February. So that will does it, they will all be discussion topics for us. So we're excited that we have, we can talk about this. And that's the thought process. You know, having said that, look, there's a lot of uncertainty out there. And we're trying to behave in a very responsible manner that we think is the right thing for shareholders at the moment.

I appreciate that that color and if I can second one, also, basically a follow up. On the deals that you're now seeing in the market, and you said your activity is going up materially since late Labor Day. Is there a change in either the type of deals that you're seeing coming or the type of deals and by that I mean, you know, industry leverage, however, that that kind of those kind of metrics, the type of deals that you're more seriously willing to consider and how is that evolved from where say it would have been in this time last year before COVID?

Sure. Great, great question. I'd say that there's two buckets that we're seeing today we are seeing some call it larger, lower middle market businesses where very high quality, high quality recurring revenue basis. And those are the ones where we're considering more of second lien or junior debt investments feel great about the equity cushions, and obviously, their performance, even in a COVID environment. So, thankfully, there are a number of those. And, I would say the other ones that we're seeing quite a bit or some more unit rocks type investments, fit the same thing, recurring revenue businesses, but maybe a little smaller. And in those cases, we are focused more on first lien investments. And, but that is similar to a year ago, probably different than three or four years ago, where we were doing more just junior capital, still doing senior debt three or four years ago, but it's much more of a focus today. We're finding good success, providing those solutions, and our clients are welcoming those solutions as well. So I would say, a large majority of what we will be doing for the foreseeable future will most likely be more first lien or unitranche investments. And hopefully, that's helpful, but that's kind of how we're approaching the market today.

It is very, very much I mean, kind of a follow up to that as well. I mean, you mentioned, you know, you bid on some deals, essentially for Q3 closes, but got beat out with by aggressive pricing. Is that environment, pricing environment continuing to be aggressive, I would presume it is given what's gone on everywhere else in the lending markets. And if that's the case, I mean, is that pricing in the range that you're willing to meet going forward? Or are you holding the line on pricing and risking being essentially not closing deals? Not necessarily a bad thing. But because, you know, the market is more aggressive than you're willing to go? Can you give us any color?

Sure. Great question. You know, what I would say is that the market was in certain instances, I wouldn't say the market, there were a couple lenders out there that were more aggressive than we were willing to be in the July August time period. I would say we are meeting the markets today in the market. You know, as I mentioned, I think, you know, I was answering Bryce's question, I think the pricing is in line or a little above where was pre COVID. So we're still getting enhanced pricing to a small degree today. We're willing to go there for the right assets. But the right asset is the key point. And I will tell you back to we are very busy right now, there's a lot going on. And we would expect, quite frankly, at this point, and don't hold me to this, that originations without pace outpace our repayments this quarter. So we're busy at the moment, executing hopefully close, but executing a number of deals.

I really appreciate that color. One more if I can, and I know you don't like to touch on individual portfolio companies, but Accent Foods, obviously, it. I mean, we know what it does. I mean, it's food, businesses for break rooms and things like that. And there are not a lot of people not in the office right now. So it was a Troubled Asset pre COVID and people working from home obviously doesn't help. Can you give us anything you can say on the prospects for that business? Given had its issues before and then it seems vulnerable, obviously to COVID. Is that I mean, what can you tell us about the prospects for recovery on that business?

Yeah, great question. Here's what I would say. I'd say, any company that operates in this industry, and you hit this, but I'm going to say it has been impacted by the shelter in place, and quite frankly, the work from home directives. So that's the fact of the matter. Management’s doing a very nice job to a great job of navigating the ship and positioning the business for the future. Having said that, the valuation and the valuation decline reflects the increased risk profile of our investments as we sit here today. And I think that's, I think that probably sums it up pretty good.

I appreciate that. Thank you.

Thank you. Our next question comes from Chris Kotowski with Oppenheimer. Your line is now open.

Good morning and thank you. I heard loud and clear what you said about the need to be cautious. But I'm just curious, I mean, to the extent that there are supplemental distributions or returns of capital, because you're out earning. I know that in an accounting sense, it's not fungible but in capital is fungible. And I guess I'm just wondering, does it ever make sense to consider those supplemental distributions in the form of share repurchases rather than dividends? Because just somehow, your stock is trading at 62% of NAV, and it's just at some point, the economics of returning capital via share buyback versus cash dividends is just gets very, very compelling. Sure.

Great question, Chris. You know, as I think you're aware, we have a $5 million share repurchase program in place that was reaffirmed this week, we are mindful that the value of our investment portfolio may not always be reflected in our stock price. And for that reason, we continue to look for ways to enhance shareholder value. And, in fact we did buy back shares in March, at the beginning of the pandemic. So we have done that, and we've done it other times as well. You know, having said all that, I think when evaluating buying back stock, I think it's also worth highlighting that we need to look at the whole picture. In today's world, liquidity is a have to have, in my mind, we got to look at our capitalization, our covenants, our leverage ratios. And you want to have access to the capital markets, which we believe we have, but in maintain those. So all those things make our part of the equation as we look at share repurchases, but clearly, we've done it in the past and it's something that we talked about as well. So hopefully, that's helpful.

Again, I wasn't talking about incremental capital that was distributed anyway, just I was thinking that consider the form. Alright, that's it for me. Thank you.

Thank you. Our next question comes from Mickey Schleien with Ladenburg. Your line is now open.

Good morning, Ed and Shelby. A lot of good questions have already been asked. But I did want to circle back to the market environment. And I appreciate your comment that you're hopeful to have net portfolio growth this quarter. My question is, we're starting to see a trend with respect to the third quarter across BDCs, where repayments are fairly elevated as they were with you. My sense is that we're sort of living in a world of haves and have nots and you mentioned that in your comments so far where, you know good performers have access to capital, there's tons of capital out there chasing good deals including you. So, prepayment risk is meaningful, but at the same time underwriting is hard, apart from maybe the software sector, and I'm trying to reconcile how those two things meet in terms of your ability to grow the portfolio this coming quarter or going into next year?

Sure. I think, I guess I'd start with I think your comments are all correct. I think high quality assets are in high demand if they're mature people because the sponsors are looking to recycle capital for lack of a better word or create some realizations. And so I think that's all real and we do are aware, for instance, that there's two portfolio companies that we have that are in the middle of sale processes and don't know if they'll come to fruition or not, but there's a decent chance they do. And so I think they'll continue to be repayments and realizations, including incremental wins this quarter would be my guess. Having said that, as I have mentioned earlier, is I think, deal flow is very strong. And we are seeing a fair number of businesses that were highly interested in. And this is, we're busy on the new investment side, to say the least, and excited about that. And so I think, we will be able to continue to invest from our perspective in this environment. I do think diligence processes are taking longer. You know, that's one reason for some nothing happening in the third quarter. But also, we got beat on some things, because we were more aggressive on pricing, and that didn't win the day. But today, there's, as I sit here today there's a fair bit of activity and that's obviously welcome from our perspective, because there's a lot of high quality activity.

And in the lower middle market, where you have your portfolio companies that may be owned by a family, a sole proprietor or a small group, I got to believe those folks are sitting here today thinking about next week's election, and the potential for tax rates to change, you know, starting next year, depending on the outcome of the election. Do you think that that's catalyzing deal flow into the fourth quarter that potentially would have otherwise taken longer? I'm talking about stuff that's already in the pipeline, obviously, can't start a process now. But essentially, what I'm asking is the prospect of a higher capital gains tax rate in the future, go to push some deal flow into this quarter?

Sure, I think that's part of the equation do answer and in a very short manner, I think it's very much part of the equation. You know, I think it'll extend over into the Q1 as well but to a probably a little bit less of a degree. So, yes, that's part of the equation for sure.

I appreciate that. And was there any trend at Mirage Trailer, that we should be aware of that, you know, may be something you're seeing and other portfolio companies that allow you to put that back on full accrual?

Nothing I mean, I guess, the two points I make is the company was impacted in a meaningful way by shelter in place orders. And so that definitely hurt the business for a while. Having said that, we are seeing in a lot of portfolio companies and in the manufacturing sector, a lot of companies that are coming back to pretty reasonable levels of activity and so it fits in that mold of businesses weathering the storm nicely. And that's what I would say from that perspective. But when you have a company, which we had handful that were effectively shut down due to orders, that impacts things for a while and get back up and run and take some time and it really depends on in market demand and other things, and you got to figure out what you have. And I think we've had a fair bit of time to figure out what we have in our portfolio, as well as Mirage fits in that category as well.

And on the flip side, and you put headlands [ph] back on accrual previously, but its valuation declined. Is there something there that we should also understand or think about in terms of general trends as we look into the next quarter and going into the first half of next year?

I mean, we have three retailers, all three of them were shut down, and I'm including our gym operator in that three number. All three of them were shut down completely. All three are now back up and running and you know, what I would say is that, they're weathering the storm to the best of their ability, but the risk profile of that situation is reflected in the valuation. And so it's, everyone's come at varying degrees to varying degrees of success, right. And I just would say the risk profile is reflected in the valuation. It's back up and running but their risk and then that's what's highlighted.

And the valuation is that just a sort of trailing 12 month phenomenon? Or was there something specific there we should know about?

I don't think there's anything specific is you know, about and we look at when we're doing valuations, we look at everything that we have, we pay attention to forward looking, we pay attention to LTM, and current quarter's and obviously, so, anywhere, we're looking at the whole picture, we're trying to do the best we can, and we're obviously using third parties as well. And that's the combination of all those things is how the board gets there from a valuation perspective.

Okay, just a couple more, if I may, what accounted for the dividend? Or what drove the dividend from fiber materials? And is that sort of a nonrecurring item? Or is the company maturing, and we can expect more dividends in the near future from them.

Sure, Shelby do you want to take that?

Sure, I'd probably kind of characterize that more as one time. And again, that had more to do with tax drew up once we received the 2019 K1 here in 2020. And we filed our tax return, as it turned out, that was a distribution of earnings and profits, and so therefore, income, so we just had to re-class it, as it was previously characterized as a return of capital. But I would not kind of assume that going forward in part just because of loss of access.

I understand. Thanks, Shelby. And my last question, which I sort of asked, I think most quarters, can you just give us a sense of where your average borrower EBITDA is today and the portfolio's average debt to EBIT?

Sure, so trying to get the page here. So I mean on the EBITDA perspective, the mean, EBITDA is 17.8 million, and the median is 10.6 million. What was your other question? I'm sorry?

Leverage portfolio.

Leverage is 4.2 times this quarter. So there's an improvement, what we saw in the overall portfolio is growth, in EBITDA in mid single digit growth, and that's LTM from 630 to LTM at 930. And so we saw some improvement there. And obviously, there's cash flow associated with that as well.

That's great. Those are all my questions. I appreciate your patience and your time. Thank you.

[Operator Instructions] Our next question comes from Mike Smith with B. Riley Securities. Your line is now open.

Everyone, thanks for taking my questions. Most have been answer, but just a question on the unrealized appreciation. I'm just wondering how much of that was driven by spread tightening and equity market comps, compared to actual underlying company operating performance? And then as a follow up to that is there any idea? What percentage of unrealized losses you've recovered so far from 1Q? Thank you.

Sure. So I'll give a little bit higher level answer on the valuation piece, I think the majority of the evaluation improvements came from improvements in performance. I would also say that, spread tightening was part of the equation as well. So that's how I think about it. Shelby, I don't know, if you want to augment my answer there.

Now, I think that's right. It's due to all of the above, but there was a fair amount of just underlying portfolio performance and or future expectations, that was part of the equation. So it wasn't really all due to calibration by any means.

And the other question, Mike, the other question you have?

The other question was, any idea what percentage of the unrealized loss you've recovered so far from 1Q? There's only how much more upside, you know, there could be here?

Unrealized loss, it's a tough question to answer. I think overall, the pulling this quarter absent Accent, so Accent has been a drag for us, obviously, over the last several quarters. But this quarter alone, we had almost $25 million of appreciation. If you exclude accent, so I think the business is performing nicely overall. And I think NAV dropped about $20 million lower than this, or, I guess is closer to 15 in Q1, so we're making some progress back towards a higher NAV number. And that's driven by portfolio performance and whatnot. They haven't said that accident has been a drag on that whole equation.

And just to add to that, in Q1, the debt portfolio was about 95.4%, fair value as a percentage of cost. It's about 94% now, but again, Accent just given its larger size kind of impacts those numbers.

That's very helpful. Thank you, for taking my questions and congrats on a strong quarter.

Thank you. And our next question comes from Bryce Rowe with National Securities. Your line is now open.

Hey, guys, sorry to belabor the call here. Just a couple follow ups. Number one, Ed you talked about two companies currently in a potential sale process to theirs to include the subsequent event that was included in the in the queue or they excluding that Pugh Lubricants exit?

Excluding, their incremental to the Pugh.

Okay. And then second question maybe for you Shelby looks like you prepaid some of the higher cost SBA debentures here this quarter. I'm curious if you know, as you evaluate newer deals in the pipeline, I know that it's been harder to find SBA eligible deals over the recent past, just curious if some of the some of the activity in the pipeline would be SBIC eligible.

So Bryce, you're correct, we did prepay about 9.5 million of debentures at our second SBIC fund, just given some excess cash we were sitting on. And the timing was good to get that done before the September 1 window. We do have some cash at the SBIC now. But to your point, I would expect us to be able to deploy that here in Q4 through investment activity. And then as we kind of look forward, I would expect us to start ramping up the third SBIC fund. And then as we get repayments from the second fund, maybe we use those to start winding that fund down over a long period of time. Okay, we should have some SBIC activity in the fourth quarter.

Okay, that's great. It's great to hear.

Thank you. And Our next question comes from Mickey Schleien with Ladenburg. Your line is now open.

Yeah, Shelby just a follow up on the excise tax accrual that you mentioned? How should we think about the excise tax on net capital gains for this fiscal year given, how many moving pieces there are the differences between tax and gap?

Sure. To be honest, that's going to be a tough one for you guys to model and quite frankly, you know, we're given estimates on a quarterly basis. But particularly from a realizations point of view, anything that happens in the fourth quarter will obviously impact taxable income projections. So for modeling purposes, probably what I would suggest is just kind of taking a look at our spillover position today. And just kind of assuming excise tax, given that our spillover position, we're kind of going into the rest of the year a little bit higher than in the past, I would expect us to get have higher excise tax than we have in the past. So probably to the tune of $0.04 or $0.05 and again that's barring any material realizations one way or the other in Q4.

Okay, that's helpful. Thank you for that.

[Operator Instructions] I'm showing no further questions in the queue. At this time, I'd like to turn the call back to Ed Ross, CEO for any clothes remarks.

Thank you, Jimmy. And thank you everyone for joining us this morning. We look forward to speaking with you on our fourth quarter call in late February 2021. Have a great day and a great weekend.

Ladies and gentlemen, thank you for your participation on today's conference. This does conclude your program and you might now disconnect.