Fidus Investment - Earnings Call - Q3 2025

Executive Summary

• Q3 2025 was solid and essentially in line with consensus: Adjusted NII per share was $0.50 vs $0.498 consensus, and Total Investment Income (TII) was $37.25m vs $37.29m; QoQ softness was driven by lower prepayment/origination/amendment fees after an episodically strong Q2. Estimates from S&P Global; values marked with an asterisk are from S&P Global.
• Credit quality remained sound with non-accruals <1% of portfolio at fair value (2.8% cost); first-lien exposure continued to dominate, and weighted average debt yield remained ~13%.
• Capital stack and liquidity improved post-quarter: issued $100m add-on to 6.75% 2030 notes, fully redeemed $100m 4.75% Jan-2026 notes, replaced the revolver with a new $175m SPV facility (accordion to $250m).
• Dividends: base dividend maintained at $0.43/share; supplemental reduced to $0.07 for Q4 2025 (from $0.14 in Q3), reflecting normalized fee income; spillover income remains meaningful at $39.5m ($1.09/share).
• Catalysts: robust Q4 pipeline and subsequent originations ($40.2m in two new portfolio companies in October), enhanced funding capacity via SPV facility, and steady asset yields; risks include fee income volatility and macro/tariff policy impacts (limited exposure).

What Went Well and What Went Wrong

What Went Well

• Adjusted NII covered the base dividend with “ample cushion” as management continued to emphasize portfolio resilience and disciplined underwriting; CEO: “Adjusted NII… continued to amply cover our base dividend”.
• Portfolio credit quality and mix held steady: non-accruals <1% FV (2.8% cost), first-lien continued at ~82% of debt; weighted average debt yield ~13%.
• Balance sheet moves de-risked near-term maturities and expanded liquidity: $100m add-on to 2030 notes; full redemption of Jan-2026 notes; new $175m SPV facility with accordion to $250m.

What Went Wrong

• Fee income normalized after a strong Q2, driving QoQ declines in TII and adj. NII; CFO cited lower prepayment, origination, and amendment fees in Q3 (Q2 included ~$1.9m episodic items).
• YoY comparisons were lower on income metrics: NII $0.49 vs $0.64; adj. NII $0.50 vs $0.61, reflecting higher interest/financing expenses and capital gains fee accrual YoY.
• Supplemental dividend was reduced QoQ to $0.07 (from $0.14), reflecting the quarter’s surplus over the base dividend; management maintained the $0.43 base but dialed back the supplemental.

Transcript

Operator (participant)

Good day and welcome to the Fidus Third Quarter 2025 earnings conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on a touch-tone phone. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Jody Burfening. Please go ahead.

Jody Burfening (Managing Director)

Thank you, Bailey, and good morning, everyone. Thank you for joining us for Fidus Investment Corporation's Third Quarter 2025 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 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, and projections as of today, November 7th, 2025, 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.

Edward Ross (Chairman and CEO)

Good morning, Jody. Good morning, everyone. Welcome to our Third Quarter 2025 earnings conference call. For today's call, I'll start with a review of our third quarter performance and our portfolio at quarter end, and then share with you our outlook for the last quarter of 2025. Shelby will cover the third quarter financial results and our liquidity position. After we have completed our prepared remarks, we'll be happy to take your questions. For the third quarter, Fidus' debt portfolio continued to perform well, and we extended our track record of generating adjusted NII well in excess of the base dividend. Overall, the portfolio remains healthy from a credit quality perspective, reflecting our strategy of investing in high-quality, lower-middle-market companies with resilient business models that generate recurring revenue and cash flow and have attractive prospects for growth.

Our portfolio also remains well-diversified by industry and structured to produce both high levels of recurring income and capital gains from monetizing equity investments. In terms of market conditions, M&A activity did pick up in the third quarter relative to the first half of the year, as expected. Although deal closings were back-end loaded and some deals were pushed into October, we continue to build our portfolio primarily by supporting our portfolio companies with growth capital, leveraging our long-standing relationships with deal sponsors. On a per-share basis, adjusted NII was $0.50 compared to $0.61 for Q3 2024, covering our base dividend of $0.43 with ample cushion. Total dividends paid for the quarter amounted to $0.57 per share, including a supplemental dividend of $0.14 per share.

For the fourth quarter of 2025, the board of directors declared a total dividend of $0.50 per share, which consists of a base dividend of $0.43 per share and a supplemental dividend of $0.07 per share, equal to 100% of the surplus in adjusted NII over the base dividend from the prior quarter, which will be payable on December 29th, 2025, to stockholders of record as of December 19th, 2025. Net asset value grew 2.7% to $711 million at quarter end, compared to $692.3 million as of June 30th, 2025, reflecting modest portfolio appreciation and accretive share issuances under the ATM program. On a per-share basis, net asset value was $19.56 per share as of September 30th, 2025, compared to $19.57 per share as of June 30th, 2025.

Originations consisted of $69.7 million in first-lien securities and $4.7 million in equity investments for a total of $74.5 million for the third quarter. Investments were heavily weighted toward add-on investments, primarily in support of M&A transactions. We also invested $12.8 million in one new portfolio company. Subsequent to quarter end, we have invested an additional $40.2 million in two new portfolio companies, plus numerous add-on investments in existing companies. Proceeds from repayments and realizations totaled $36.7 million for the third quarter, resulting from a mix of M&A and refinancing activity. With net originations of $37.8 million, our portfolio grew to $1.2 billion on a fair value basis as of September 30, 2025, equal to 102% of cost.

First-lien investments comprised 82% of our debt portfolio as the migration of our debt portfolio toward first-lien securities continued, and our equity portfolio stood at $143.4 million, or 12% of the total portfolio at quarter end. Portfolio credit quality remained sound, with companies on non-accrual unchanged at less than 1% of the total portfolio on a fair value basis and 2.8% of the total portfolio on a cost basis. As we enter the home stretch for 2025, market activity is shaping up to be relatively decent in the fourth quarter, and we are working hard to convert opportunities from our pipeline of potential investments in both new and existing portfolio companies while continuing to add to our overall investment pipeline.

As Shelby will detail, we have enhanced our flexibility from a capitalization and liquidity perspective, continuing to position Fidus for the future as we execute our proven investment strategy, methodically building the portfolio and growing net asset value over time. In doing so, we will stay focused on our goals of preserving capital and generating attractive risk-adjusted returns for our shareholders. Now I'll turn the call over to Shelby to provide some details on our financial and operating results. Shelby.

Shelby Sherard (CFO)

Thank you, Ed. Good morning, everyone. I'll 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 2025. Total investment income was $37.3 million for the three months ended September 30, a $2.7 million decrease from Q2 driven by a $0.7 million decrease in interest income, primarily due to approximately $0.6 million of accelerated income from unamortized fees on debt repayments in Q2, a $2.6 million decrease in fee income given a $1.3 million decrease in prepayment fees, a $0.8 million decrease in origination fees, and a $0.5 million decrease in amendment and management fees. Dividend income from equity investments increased by $0.4 million in Q3.

Total expenses, including income tax provision, were $19.9 million for the third quarter, a $1.5 million decrease over Q2 driven primarily by a $1 million decrease in capital gains and CINA fee accrual, a $0.4 million decrease in base management and income and CINA fees, a $0.3 million decrease in professional and other G&A fees, primarily related to proxy solicitation expenses for the 2025 annual shareholder meeting held in Q2, partially offset by increased legal fees in Q3, a $0.3 million increase in taxes related to distributions from our equity investments and MedShare and Holdings. Net investment income or NII for the three months ended September 30th was $0.49 per share in Q3 versus $0.53 per share in Q2.

Adjusted NII, which excludes any capital gains and CINA fee accruals or reversals attributable to realized and unrealized gains and losses on investments, was $0.50 per share in Q3 versus $0.57 per share in Q2. We ended Q3 with $543.8 million of debt outstanding, comprised of $191 million of SBA debentures, $325 million of unsecured notes, $15 million outstanding on the line of credit, and $12.8 million of secured borrowings. Our net debt to equity ratio as of September 30 was 0.7 times. Our statutory leverage, excluding exempt SBA debentures, was 0.5 times. The weighted average interest rate on our outstanding debt was 4.9% as of September 30. Turning now to portfolio statistics as of September 30, our total investment portfolio had a fair value of $1.2 billion.

Our average portfolio company investment on a cost basis was $12.6 million, which excludes investments in six portfolio companies that sold their operations and are in the process of winding down. We have equity investments in approximately 87.8% of our portfolio companies, with an average fully diluted equity ownership of 2%. Weighted average effective yield on debt investments was 13% as of September 30 versus 13.1% at the end of Q2. The weighted average yield is computed using effective interest rates for debt investments at cost, including the accretion of original issue discount and loan origination fees, but excluding investments on non-accrual, if any. Now I'd like to briefly discuss our available liquidity. Subsequent to quarter end, we completed a $100 million debt add-on to our 6.75% notes due in March 2030. The net proceeds were used to fully redeem the 4.75% notes due in January 2026.

In addition, we refinanced our line of credit, which included an upsize to $175 million of availability and a new maturity date of October 16, 2030. As of September 30, our liquidity and capital resources included cash of $62.3 million, $125 million of availability on our line of credit, and $16.5 million of available SBA debentures, resulting in total liquidity of approximately $203.8 million. Taking into account our subsequent events, our liquidity remains approximately $204 million. Now I will turn the call back to Ed for concluding comments.

Edward Ross (Chairman and CEO)

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 Bailey for Q&A. Bailey.

Operator (participant)

We will now begin the question and answer session. To ask a question, you may press star then one on your touch-tone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw the question, please press star then two. At this time, we will pause momentarily to assemble our roster. Our first question comes from Robert Dodd with Raymond James. Please go ahead.

Robert Dodd (Director of Specialty Finance)

Hi, Joseph. Hi, everybody. Congratulations on another really good quarter. I've got to ask about your comment about market activity outlook for Q4. I think you called it it looks relatively decent. I think that's the first time you've used those words. I mean, the earlier comments about deal activity picking up, you've already done $40 million in October. I mean, can you give us any more thought? Do you think it's going to slow any, or do you think it's just going to continue to ramp? Is there, given some Q3 of the Q3 ramp slipped into October, like you said, is there a risk that there's a lot of activity, but some of it ends up in January?

Edward Ross (Chairman and CEO)

It's a great question, Robert. I think from a deal flow perspective, things started to pick up a little in Q2, latter half. That trend continued, which is not always the case in the summertime. In Q3, a fair number of things pushed out. We lost a couple of deals—well, did not lose deals. A couple of deals fell apart at the end, things like that, which accounted for a little slower quarter than we were expecting from an investment perspective. Having said that, deal flow was pretty good. Deal flow continues to be pretty good as we sit here today and this week. I think that bodes well for the overall current environment. I would not call it robust, but it is healthy. That is a good thing. What does that mean for us?

I think originations in Q4, it's our belief that will be strong, both from an incremental new investment perspective and from add-on investment perspective. We have also had several add-on investments so far this quarter as well. It is a busy quarter at the moment. Our expectation as we sit here today is for that kind of trend to continue. Hopefully, that's helpful.

Robert Dodd (Director of Specialty Finance)

Yeah, that is very helpful. Thank you. Just kind of following on from that, I mean, how are you seeing deal terms and pricing stack up? Obviously, the terms are good enough or you would not be doing them. Has there been any evolution in terms of how structures are being proposed as you go into this build of pipeline?

Edward Ross (Chairman and CEO)

Great question. In the lower middle market, I think things are pretty stable from my perspective. Clearly, pricing's come down over the last couple of years. I think that—and I'm talking about spreads there—but that trend has kind of stabilized over the last six to nine months. We're not really seeing changes from a pricing standpoint. Obviously, we're pricing risk. Some deals may be in the spreads in the low fives, and some may be actually in the sixes. You can't normalize, if you will. Pricing is stabilized, which is a good thing. I think one of the other positives of the lower middle market is structures. I mean, we have two covenants in almost all of our deals, typically a leverage covenant and a fixed charge covenant. The structures are the same.

I think leverage levels have stayed pretty close to the same. There have not been increased risks, if you will, that we are taking to generate the yields that we are getting. I think all that is positive and gives us the ability to generate attractive risk-adjusted returns.

Robert Dodd (Director of Specialty Finance)

Got it. Thank you. That's it for me. Congrats again on the quarter.

Edward Ross (Chairman and CEO)

Thank you. Good talking to you, Robert.

Operator (participant)

Our next question comes from Mickey Schleen with Clear Street. Please go ahead.

Mickey Schleien (Managing Director of Equity Research)

Yes, good morning, everyone. Ed, this quarter, we've seen in the space more impact from tariff policy, particularly in relation to China. We've been talking about this for a while, but these things develop slowly. Can you remind us, do you have companies that are relatively exposed to importation from China, and is pressure developing on those companies?

Edward Ross (Chairman and CEO)

Great question, Mickey. We have exposure, but what I would say is quite limited. Really, we have two portfolio companies that have meaningful direct exposure from an import perspective. We have others that I'd put in the moderate category. The moderate ones, to be honest, the moderate ones and obviously the high-risk ones, and so we call them—we have two that are in the high-risk category. Both of those companies are performing well as we sit here today and are managing the risks. From just an overall magnitude perspective, I think it's quite limited. It's between 5% and 6% of our total portfolio. What I would say is it's not meaningfully impacting the profitability of the businesses as we sit here today. Obviously, there's been various actions taken by these portfolio companies, whether it's price increases, whether it's negotiations, what have you.

We feel good about kind of the outlook of both of those companies and, quite frankly, the rest of the portfolio.

Mickey Schleien (Managing Director of Equity Research)

That's good to hear. Ed, and a follow-up question. It may be transient, but the government shutdown is now longer than we would like. Is that going to impact any of your portfolio companies? I know it may be a short-term sort of event, but it could take a while to get things back to normal as the government reopens.

Edward Ross (Chairman and CEO)

Yeah, no, good point and great question. From our—we do have a couple of companies that have some, what I would call, limited direct exposure to government contracts. In both those cases, we are not experiencing or seeing problems with regard to those contracts or at those portfolio companies. I think our exposure is quite limited there. At the moment, we're not seeing concerns or problems. Clearly, obviously, things can change, but it's not expected in either one of those cases.

Mickey Schleien (Managing Director of Equity Research)

Okay, that's good to hear as well. Those are all my questions this morning. Good talking with you, Ed.

Edward Ross (Chairman and CEO)

Likewise. Nice talking to you, Mickey. Thank you.

Operator (participant)

Again, if you have a question, please press star then one. This concludes our question and answer session. I would like to turn the conference back over to Ed Ross for any closing remarks.

Edward Ross (Chairman and CEO)

Thank you, Bailey. Thank you, everyone, for joining us this morning. We look forward to speaking with you on our fourth quarter call in early March 2026. Have a great day and a great weekend.

Operator (participant)

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.