Good day, ladies and gentlemen. And welcome to the Gladstone Capital Corporation’s Fourth Quarter Ended September 30, 2015 Earnings Call and webcast. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] As a reminder, today's conference call is being recorded. I would now turn the conference over to Mr. David Gladstone. Please go ahead, sir.

All right. Thank you, Candace, nice introduction. And hello, everyone. It's a nice crisp morning here in Washington DC. This is David Gladstone, Chairman, and this is the fourth-quarter and the year-end earnings conference call for our shareholders and analysts at Gladstone Capital. The common stock's trading symbol is GLAD, and the preferred stock's trading symbol is GLAD with an O after it. Thank you all for calling in. We're always happy to talk to our shareholders and analysts and offer them the opportunity to provide an update on the company, the investment portfolio and our business environment. As always, you have an invitation to visit our offices here in McLean, Virginia. We're just outside Washington DC. We also have some offices in Chicago, New York and Los Angeles. The Gladstone team has grown to about 65 people now, across the four funds which we manage. Today, we represent - manage about $2 billion in assets. Now, we'll hear from our General Counsel and Secretary, Michael LiCalsi. He's also the President of Gladstone Administration, which is the administrator to all the Gladstone funds and the related companies, and he'll make a statement regarding forward-looking statements and some other items. Michael?

Good morning, everyone. This conference call may include forward-looking statements within the meaning of the Securities Act of 1933, the Securities Exchange Act of 1934 including statements with regard to the future performance of the company. These forward-looking statements inherently involve certain risks and uncertainties and other factors, even though they are based on our current plans which we believe to be reasonable. Many of these forward-looking statements can be identified by the use of words such as anticipates, believes, expects, intends, will, should, may and similar expressions. There are many factors that may cause our actual results to be materially different from any future results that are expressed or implied by these forward-looking statements, including those listed under the caption Risk Factors in our Form 10-K and our registration statement as filed with the SEC, all of which can be found on our website www.gladstonecapital.com or the SEC's website www.sec.gov. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law. Please also note that past performance or market information is not a guarantee of future results. We ask that you visit our website and sign up on our - for our email notification service. You can also find us on Facebook; the key word, The Gladstone Companies and follow us on Twitter at GladstoneComps. You can read our earnings press release issued yesterday and also review our Form 10-K for our fourth quarter and year ended September 30, 2015, also filed yesterday with the SEC. You can access the press release and 10-K on our website gladstonecapital.com and the SEC's website as well. An audio presentation of this phone call will be archived on our website. And now, we will begin by hearing from Gladstone Capital's President, Bob Marcotte.

Thank you, Michael. Before diving into the detailed results for the quarter and the fiscal year, I'd like to provide a brief overview of Gladstone Capital and our strategy. Gladstone Capital or GLAD, as we're commonly referred to, is the lending fund within The Gladstone Companies. We provide cash flow based loans to privately held, US-based, lower middle market businesses, which we define as having $3 million to $15 million of EBITDA. Our target asset mix is for loans to represent approximately 90% of our portfolio, with equity co-investments representing the balance. Our loans are used to finance private equity buy-outs, make acquisitions or provide flexible unitranche financing to capitalize on a company's organic growth opportunities. As David mentioned previously, GLAD was one of the first BDC's focused on lending to the lower middle market, and today, that dedication, experience and consistency are a core part of - core competency and a core part of our value proposition. The majority of our investments are proprietary unitranche loans to growth-oriented or recession or resistant businesses. However, like other middle market lenders, our average leverage levels are typically below that of the broader syndicated market. Our investments are generally made in concert with private equity sponsors or owner-operators with significant equity at risk and may include equity co-investments. We target to make investments of $8 million to $20 million, but will opportunistically consider smaller positions in broadly syndicated loans from time to time. With that introduction, now let's review the portfolio activity during September 30, 2015 quarter and fiscal year end. With respect to our investment activity, we are pleased to report that Gladstone Capital's fourth quarter originations continue to be strong, totaling $40.3 million, including four new deals. Asset sales and pay-downs for the quarter totaled $11.8 million, resulting in net…

Thanks, Bob, and good morning everyone. Let's start by reviewing the income statement. For the quarter, ended September 30, 2015, net investment income was $5.5 million or $0.26 per share, which increased by over 13% from the prior quarter. Interest income on our debt investments increased quarter-over-quarter by $300,000 or 3.2% as the new originations added this quarter and the last several quarters impacted this quarter's results. Other income was flat on the quarter at $800,000 or 7.6% of total investment income. Interest expense remained basically flat quarter-over-quarter, as the weighted average balance outstanding on our line of credit increased by $5.7 million. However, the full quarter benefit of our live debt facility costs offset any balance increase. Non-financing costs decreased by $500,000 or 16.6% compared to the prior quarter to $2.3 million or 0.6% of average total assets. This decrease is mostly reflective of the reduction in the base management fee rate of 1.75%, which was effective July 1, 2015. For the quarter, the NII was $4.9 million or $0.23 per share, excluding the fee waiver. For the year, ended September 30, 2015, net investment income was $17.7 million or $0.84 per share, down $0.03 per share from the prior year. Interest income year-over-year increased by 8.5% or $2.7 million, while other income decreased year-over-year by 4% or $1.3 million. The increase in interest income is reflective of the new originations added over the last year. Interest expense on borrowings increased by 46% year-over-year, as we stepped up the utilization of our line of credit to fund our portfolio growth. However, the increased use of floating rate funding and the lowered LOC costs enabled us to increase the applied investment margin over the course of 2015. Non-financing costs net of credit increased only $300,000 or 2.8% to $11.3 million…

All right. Good report, Melissa. Bob and Michael both gave good reports as well. In summary, the quarter, ending September 30, 2015, for Gladstone Capital was a busy one. We continued our investment momentum by adding four new properties to the proprietary assets to the portfolio, totaling about $37 million and generated about $42.5 million in liquidity from portfolio exits. And some of that was - a little bit of that was after the end of the quarter, including the significant gain of about $16.6 million. We exited or restructured three non-accrual loans for proceeds of about $2.5 million during or right after the quarter. And we managed our costs by including the reduction of the management fee paid on the assets. We dropped that from 2% down to 1.75%, which seems to be a pretty standard for the BDC's that are lending oriented. We see this quarter set up for the company for a strong fiscal year end September 30, 2016 and a large exit from sale of Funko was a great example of a small investment in middle market company that deliver great results. And because we believe we will be able to shelter much of the capital gains, we can invest that money into new investments and that sort of turbo chargers the earnings because it's like having free equity. We also look at the economy; the outlook for the future is definitely dependent on the economy. We considered some of the recent economic trends and right now, the main things that bother us are the same that we had mentioned in many of our reports. Volatility of oil and gas, not knowing where that's going to go, obviously, low gas prices are great for many the businesses, but not very good for the businesses that are…

Thank you. [Operator Instructions] And our first question comes from David Chiaverini of Cantor Fitzgerald. Your line is now open.

Thanks. Good morning. A couple of questions for you. So on the oil and gas exposure, you mentioned that the companies are performing well, have liquidity. You also mentioned that they are exploring acquisitions. So I was just curious, would that require incremental investment from Gladstone Capital and if so, since the exposure is at 14% of the portfolio now, where do you feel comfortable bringing that exposure to?

Thank you, David. I think the reference was, they are looking at growth. As of September 30 one of the investments, for example WadeCo, made an acquisition funded with 100% equity. So the result was, the debt didn't move, the EBITDA grew and the company deleveraged. Another one of the companies is looking at a similar situation, maybe a small amount of ABL financing based on the acquired assets. But generally our approach here is these are largely funded by equity. They are deleveraging events and we are not looking to increase our exposure. We are looking to reduce our exposure, but first and foremost, is reduce the leverage and increase the financial flexibility of the company, secondly, reduce our overall exposure.

Great. Thanks for that. And then, a follow up question. You guys are now kind of flush with capital between all of the repayments and exits post quarter end, as well as with the common stock offering. I was just curious, you mentioned about how given all the repayments in the fourth quarter that you would expect the net portfolio growth to dip in the fourth quarter, but on a go forward basis, what would you say is the timing of reinvesting these proceeds?

Well, I think as I referenced earlier, we've been averaging somewhere between $25 million and $30 million of originations per quarter. This most recent quarter, we've probably had a pretty significant surge in the repayments or liquidity events. I think going forward, that will abate and the normal origination pace will absorb the additional capital, whether its two quarters or three quarters, I don't think. Typically Q1 is not a particularly busy quarter, but we definitely feel that roughly a $30 million assumed origination pace, the capital availability that Melissa referenced, which I think was approaching $80 million is more than enough to cover the next couple of quarters.

Okay, great. Then, my last question. You guys mentioned in the prepared remarks and in the press release noting about the ample capacity to grow earnings and potential shareholder distributions in the future, potentially increasing shareholder distributions in the future. Is it fair to say that, that would happen only after the fee waivers are no longer necessary to support the dividend?

I think the focus that we are looking at, at this point is, the lift and the coverage that comes from the reinvestment and the fee adjustments certainly provides for momentum. And yes, I think, it's fair to assume that once we get to a point of normalized fee levels that could be taken in consideration.

And David, just to back that up. Our goal here is, as we've been doing over the last year, to reduce all of those and even take the write-offs if necessary in order to get money out of companies that weren't performing and move on. I think we are down now to one and maybe two with another one limping along a little bit but making payments. But at this point in time, the goal quite frankly is to get ourselves in a position to start to raise the dividend. I don't have a date when we are going to do that, but that's the goal. And so this company has finally come back into its own, it's now got a good portfolio, and we want to make distributions to shareholders. That's our goal.

Great. Thanks very much.

Next question?

Thank you. And your next question comes from Christopher Testa of National Securities Corporation. Your line is now open.

Hi. Good morning. Thanks for taking my questions. Just with regards to Sunshine Media seems to have had some more positive fair value marks, just wondering if you could discuss the direction of that company and the potential for it to be possibly be placed back on accrual status?

A couple of events there. There has been some – we are working a rationalization of potentially monetizing or exiting a portion of their business that was a distraction to the core operations. Secondly, as we've done across the portfolio, these companies run through a rotation of third-party valuations. It happens that on the quarter, that was a company that was valued by an external advisor. As a result of the market momentum for companies in that sector, combined with that monetization effect, it had a change in the valuation of that company. I will say that their revenues are somewhat lumpy. They happen to provide advertising related services to large hospital and healthcare related businesses. And based upon the growth of that business, we will assess whether the rest of that investment can come back on to full earnings status. But, I can't comment on when that might be. It’s still a work in process.

Okay. And just given your comments on private equity funds, looking at smaller companies and deals now, are they taking on - are they looking for structures that are similar with kind of the attachment point leverage that’s currently in the portfolio or are they more stuck in the mindset of having deeper attachment point leverage that they generally would have more kind of upstream in the market?

There is always a little bit of pressure to try to make the terms look similar to upstream markets. And obviously, that's the challenge. For the most part, because they are coming down market, they recognize that growth and flexibility is critical. So we tend to be reasonably successful that over leveraging out of the box is counter to their flexibility and growth objectives. So we tend to be reasonably successful. At the same time, I will say that because we tend to focus on growth oriented businesses, current leverage and near-term leverage are also taken into consideration. So we will see larger sponsors come in. There may be very near term investments and growth opportunity. And so that will be taken into consideration. So there are times when the leverage may be slightly more elevated, as a result of what we expect to be very significant near term growth. But for the most part, you've seen and we publish our leverage in our portfolio not only in this quarter, but in prior quarters in our quarterly presentation. I think you've seen a pretty consistent leverage level commensurate with what we see in the broader, lower middle market.

Great, thank you. That's great color. And just for the syndicated loans, I know the marks have become steeply negative due to the credit spreads widening, are they starting to look attractive at all? Is there a potential to actually be a buyer of these given the volatility in the market or is this something that you want to shy away from given the potential for further marks downward?

On one hand, I think you raise an interesting point, where yields are backing up and it is making it look more attractive and accretive. But I think two things we need to keep in mind. One is, as you commented earlier, the leverage level, attachment level for those deals continues to be very high. They're coming to that market and they are trading at that level because you're looking leverage levels that are easily almost 2X where we are currently leveraging our existing investments. So that raises some level of concern despite the attraction of the yields. Secondly, I think the last probably 60 to 90 day since August has clearly created some concern about the potential marketability and liquidity of those assets. Banking on the fund flow to market liquidity of an investment that's not necessarily in our core, nor does it have the control and covenants that we prefer is something that obviously is going to create pause. I wouldn't say that we wouldn't consider it, but those two factors have to be taken into consideration. And at this time, we do not see a significant movement on those items to suggest we are going to spend much of the available capital going at that market.

Okay. And just last one for me is just, given the secondary offering's going to deleverage you guys pretty significantly, what's your target that's equity going forward?

We've debated that one a lot here. We keep pushing that around. Obviously, we don't want to drop to close to the 200% test that we all look at, which is one to one leverage. We need to have plenty of room there. So the goal is, if you get close to the 220, then it becomes a little bit sticky and we want to stay away from that leverage. Because no matter what we do in this business, the valuations are quite volatile, you might have something go on in the marketplace and change all of our values up or down. And so as a result, we just have to leave plenty of room so that we don't break that number of 200% test.

Great. Thank you for taking my questions.

Next question?

Thank you. [Operator Instructions] And our next question comes from Bob Brown, Private Investor. Your line is now open.

Thanks. In the quarter you said that the net asset value is impacted by the tax accrual on the sale that took place subsequent to the quarter. Was the actual sale proceeds reflected on the asset side of that in the - or do we just get hit with the expense and we're going to get the benefit of the increase in this quarter?

I think the answer to that is, the net asset value as of September 30 was adjusted to the after-tax estimate of what we received in the October timeframe. So it was brought in line. We don't typically, until a transaction comes close to fruition began to get into the detailed assessment of what the ultimate tax liability was. But given the impending nature of that transaction and the fact that it closed, almost coincidentally with the closing of our books, it was reflected as of the September 30 balance sheet date. So there really will be no follow-on adjustments in the current quarter.

Okay.

And Bob, just to add to that, as you probably remember, this was a co-invest with our partner over in the other fund in Gladstone Investment. And normally there, we are in control. But in this situation, I mean the two funds, we're not in control. And so we had to make amends with the buyer. They didn't want to assume the blocking corporations that we have in place and so we had to pay tax on that. So we got blindsided a little bit by that transaction. Future transactions should not have that problem. But one never knows when you're going to run into something like that. So it was a little bit of a curveball to us when we got closer to the closing and that's why we didn't accrue it in the early years because we thought it would happen the same way as all of our other transactions. But this one got crossways for us.

Got it. Thank you.

Next question?

Thank you. And I'm showing no further questions at this time. I'd like to turn the conference back over to Mr. Gladstone for closing remarks.

All right. Thank you very much to all of you for calling in. We appreciate those good questions. Those were excellent questions and we always like to have questions because it helps us steer the documents that we give to the SEC and answer questions in those, so that you don't have to ask them on this call. So that's the end of this. We thank you all for calling in. See you next quarter.