Ed Ross
Analyst · Raymond James. Your line is now open
Good morning, Jody, and good morning, everyone. Welcome to our fourth quarter 2021 earnings conference call. I'm going to open today's call with a review of our fourth quarter performance and our portfolio at quarter-end, discuss the positive outlook behind the Board's dividend decisions and then offer you an update of our views on deal activity in the lower middle market in the year ahead. Shelby will cover the fourth quarter financial results and our liquidity position. Once we have completed our prepared remarks, we'll be happy to take your questions. Although the last quarter of the year is typically a busy time for us, the fourth quarter of 2021 was exceptionally busy, extending the trend of elevated velocity of M&A and refinancing activity to five consecutive quarters. As you may recall from last quarter's call, we were underinvested at the start of the fourth quarter and we expected to grow the portfolio by the end of the year. Although at the same time, some portfolio companies were evaluating strategic alternatives, what we didn't expect was that a couple of deals would come together quickly toward the end of the quarter. As a result, repayments were once again at very high levels, including a sizable level of equity realizations, and ultimately exceeded originations. Amidst this flurry of activity, we continue to execute our proven investment strategy of carefully selecting investments in high-quality, lower middle market businesses that possess resilient business models that generate excess levels of cash flow to service debt, and then have positive long-term outlooks, leveraging the breadth and depth of our relationships with deal sponsors, our industry knowledge and our differentiated perspective on financing solutions. Our portfolio performed extremely well during the fourth quarter. Adjusted net investment income, which we define as net investment income, excluding any capital gain incentive fee attributable to realized and unrealized gains and losses, was $12 million, or $0.49 per share compared to $10.7 million, or $0.44 per share last year. Net asset value grew to $487.8 million, or $19.96 per share, driven by a combination of strong operating performance and underlying portfolio value appreciation and was boosted by net realized gains of $42.1 million, or $1.72 per share, including $20.4 million from the sale of Mesa Line Services, LLC. Fidus paid a base quarterly dividend of $0.32 per share, a supplemental cash dividend of $0.04 per share and a special dividend of $0.05 per share for a total dividend of $0.41 per share for the fourth quarter. For the first quarter, the Board of Directors, recognizing our extremely strong performances throughout the year in the exceptionally highest level of net unrealized gains, increased the base dividend from $0.32 per share to $0.36 per share, a 12.5% increase and revised the formula to calculate the supplemental dividend each quarter, distributing a greater share of surplus income generated by our portfolio to our stockholders. Previously, the supplemental dividend was equal to 50% of the surplus in adjusted NII over the base dividend from the prior quarter. Under the revised formula, the supplemental dividend is now equal to 100% of the surplus. With the first quarter dividend, the surplus is $0.17 per share, or $0.49 per share of adjusted NII, less the fourth quarter base dividend of $0.32 per share for a total dividend of $0.53 per share this quarter. Base dividend of $0.36 per share and a supplemental dividend of $0.17 per share will be payable on March 25, 2022 to stockholders of record as of March 11. In terms of originations, we invested $101.2 million in debt and equity securities, of which $72.1 million or nearly three quarters of the total was invested in first lien debt and $25.8 million was invested in second lien debt. In terms of new portfolio companies, we invested $79 million in six of them, consisting of $18.5 million in first lien debt, revolving loans, common equity and warrants in Acendre Midco, Inc., a market-leading provider of cloud-based talent management software solutions. $8.5 million in first lien debt, subordinated debt and common equity in Auto CRM LLC, doing business as Dealer Holdings, a leading SaaS-based provider of customer communication software to the auto repair market, $13 million in first lien debt in Green Cubes Technology, LLC, doing business as Green Cubes, a leading provider of lithium power systems for motive, mobile and stationary power in the industrial automation, material handling and telecom markets. $5.7 million in first lien debt in Mobilewalla, Inc., a leading provider of consumer intelligence solutions; $16.5 million in first lien debt in Netbase Solutions, Inc., doing business as Netbase Quid, a global leader in artificial intelligence-powered consumer and market intelligence; $16.8 million in second lien debt and common equity in Suited Connector LLC, a leading marketing technology platform for digital customer acquisition across most consumer verticals, including financial services, home services, and insurance. These new investments reflect our continued focus on companies that are relatively insulated from the adverse effects of the pandemic, including supply chain disruptions and margin compression due to rising material rate and labor costs. In terms of repayments and realizations in the fourth quarter, we received proceeds totaling $153.7 million, with nearly two thirds of the total from second lien and subordinated debt investments. We also successfully monetized equity investments in seven portfolio companies realizing $42.1 million of gains in Q4, having spent the time and effort on optimizing outcomes. From my perspective, this reflects well on the team's portfolio management skills and further differentiates Fidus in the market. We're patient. We're focused on the long-term and we deliver strong results for our shareholders. In terms of sales and exits, we received payment in full of $7.1 million, including a prepayment penalty on our subordinated debt in Tranzonic Companies. We received payment in full of $12.1 million, including a prepayment penalty on our second lien debt in Pool & Electrical Products. In addition, we received proceeds of $10 million and a realized gain of $9.1 million on our equity investment in Pool & Electrical Products related to the sale of the business. We received payment in full of $11.2 million on our second lien debt in B&B Roadway and Security Solutions. In addition, we received a distribution of $0.7 million and a realized gain of $0.2 million on our equity investment related to the sale of the business. We received payment in full of $30 million on our existing subordinated debt investments, enrolled $10 million into a new subordinated debt investment in BCM One Group. In addition, we received proceeds of $3.3 million and realized a gain of $2.5 million on the exit of our equity investments from the sale of our equity. We received proceeds of $7.5 million and realized a gain of $6.4 million related to the exit of our equity investment in Revenue Management Solutions. We received proceeds of 2.3 million and realized the gain of 1.8 million related to the exit of our equity investment in Alzheimer's Research and Treatment Center. We received payment in full of $13 million, including a prepayment penalty on our first lien debt investments in Specialized Elevator Services Holdings. In addition, we received proceeds of $2.3 million and realized a gain of $1.3 million related to the exit of our equity investment. We received payment in full of $13.9 million on our subordinated debt investment in UVM. In addition to these sales and exit, we closed deals on two Control investments during the quarter and I wanted to take a moment to share with you some details about them. First, Green Fiber. As you might recall, Fidus assumed control of Green Fiber in late 2019 after several difficult operating events. Throughout our ownership period, our team worked side by side with an outstanding management team. And ultimately, we facilitated a strategic transaction that merged Green Fiber with another company to create Applegate Green Fiber Intermediate, the leader in the cellulose insulation arena under new private equity sponsorship. As part of this transaction, the assets of US Green Fiber were sold and we received a new $9.6 million subordinated loan and $12.8 million of equity in Applegate Green Fiber Intermediate in consideration for 81% of second lien debt investment in US Green Fiber. As the former company winds down, any residual proceeds will go to pay down the remaining $5.2 million of US Green Fiber debt on our books. The fair value of the residual debt and equity investments in US Green Fiber is marked at zero. And we have placed this debt investment on non-accrual status. We believe this transaction positions our investments for positive outlooks while lowering our risk. Second, Mesa Line Services. As you might recall, we assumed control of Mesa Line Services in the second quarter of 2021 after several self-inflicted company events occurred. Following the ownership transition, we invested meaningful capital to shore up the company's financial position, while working hard to improve the overall operations of the business and positioning the company to be sold to a strategic buyer. As a result of our approach and portfolio management skills, the company was sold and we received payment in full of $26.5 million, including a prepayment penalty on our subordinated debt investments. In addition, we received $21.6 million distribution and realized a net gain of $20.4 million on our equity investments, reflecting the value we created. I'm very proud of the work our teams put into these control investments and the outcomes of each of them, showcasing our capabilities which are differentiated in this industry. For the repayments and realizations for the fourth quarter in perspective, over the course of 2021, we received $472.8 million from a diverse set of deals and exited 11 portfolio companies. Subsequent to the end of the quarter, we invested a total of $62.6 million in four new portfolio companies. These were; we invested $10.8 million in first lien debt and common equity of a leading provider of alternative out-of-home advertising across the convenient store and gas station, retail, truckside and transit markets, among others. We invested $22.4 million in first lien debt and common equity of Micronics Filtration Holdings, Inc., doing business as Micronics Engineered Filtration Group, Inc., a global provider of aftermarket and OEM filtration equipment and consumables for use in mining, chemical, wastewater, and various other industrial end markets. We invested $15 million in second lien debt of Quest Software US Holdings, Inc., a global cybersecurity data intelligence, and IT operations management software provider, and we invested $14.4 million in subordinated debt, preferred equity and common equity of CIH Intermediate, LLC, a technology-based risk management firm that provides education and customized price risk management services to businesses affected by volatility in agriculture markets. We also received $13 million in repayments consisting of the following. We received payment in full of $6.7 million on our second lien debt investments in Mirage Trailers. We received a distribution on our equity investment in Frontline Food Services, LLC, formerly known as Accent Food Services, resulting in a realized gain of approximately $200,000. And we received a distribution on our equity investment in SpendMend LLC, resulting in a realized gain of approximately $6.1 million. The fair value of the portfolio at quarter end was $719.1 million equal to 115.7% of costs, reflecting the underlying performances of the portfolio of companies and appreciation in the fair value of the portfolio, offset by repayments and realizations. We ended the fourth quarter with 70 active portfolio companies and eight companies that have sold their underlying operations. While we had high levels of repayments and originations during the quarter, overall, the portfolio remains well structured to produce recurring income, and through our equity investments to provide us not only with incremental profits, but also a reasonable margin of safety. Our portfolio continues to perform well and remains well positioned from a risk perspective with the current business environment. Over the course of 2021, our investments in first lien debt nearly doubled on a fair value basis while repayments were concentrated in second lien and subordinated debt investments. As a result, first lien debt grew to approximately 65% of our debt portfolio as of December 31. In terms of the total portfolio mix on a fair value basis, debt investments comprised about 77% of the total and equity investments accounted for the remaining 23%. Looking back on 2021, it's been a period of high velocity from a deal activity perspective and we set records in terms of originations, repayments and net asset value. Over the past five quarters with repayments of $573.5 million exceeding originations of $450.6 million, we have seen a rotation of a large majority of our debt portfolio into new portfolio companies without sacrificing yield. While also being equal, we would have preferred to have ended the year in a net origination position. The high level of repayments is a testament to the overall health of our portfolio and to the strength and resiliency of our portfolio companies, especially in light of the pandemic, which made them attractive candidates for M&A transactions, and from a credit perspective for refinancings and recapitalizations. Looking ahead to 2022, we expect another busy year with strong deal flow, although in all likelihood, not at the velocity levels of 2021. The outlook for M&A and refinancings in the lower middle market remains strong, and some companies are planning to initiate strategic alternatives in the coming months. As a result, in 2022, we're positioned to both grow the portfolio and monetize some of our equity investments, while staying focused on our long-term goal of generating attractive risk adjusted returns and delivering value for our stockholders. Now I'll turn the call over to Shelby to provide some details on our financials and operating results. Shelby?