Good day, ladies and gentlemen, and welcome to the Gladstone Capital Corporation's first quarter ended December 31, 2018 earnings conference call. 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, this conference call is being recorded. I would now like to introduce your host for today's conference, Mr. David Gladstone. Sir, you may begin.

All right, thank you, Lauren. Nice introduction. Good morning, everybody. This is David Gladstone, Chairman, and this is the quarterly earnings conference call for shareholders and for analysts of Gladstone Capital for the quarter ending December 31, 2018. Thank you all for calling in. We are always happy to talk with our shareholders and analysts and welcome the opportunity to provide updates for the company and our investments that we're in. And now, we will hear from our General Counsel, Michael LiCalsi, he'll make a statement regarding forward-looking statement. Michael?

Thanks, David and good morning. Today's report may include forward-looking statements under the Securities Act of 1933 and the Securities Exchange Act of 1934, including those regarding our future performance. These forward-looking statements involve certain risks and uncertainties that are based on our current plans, which we believe to be reasonable. Many factors may cause our actual results to be materially different from any future results, expressed or implied by these forward-looking statements, including all risk factors listed on our Forms 10-Q, 10-K and other documents that we file with the SEC. Those can only be found on the Investor Relations page of our website, www.gladstonecapital.com, and on the SECs website, www.sec.gov. We undertake no obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We also ask that you take the opportunity to visit our website, once again, gladstonecapital.com and sign up for our e-mail notification service, it can also be found on Twitter, @gladstonecomps and on Facebook, keyword there is, the Gladstone companies. Today's call is simply an overview of our results, so we ask that you review our press release and Form 10-Q, both issued yesterday for more detailed information. Again, those can be found on the Investor Relations page of our website. With that, I'll turn the presentation back over to Gladstone Capital's President, Bob Marcotte. Bob?

Thank you, Michael. Good morning and thank you all for dialing in today. Let's get into the results for last quarter and our portfolio performance and capital position and I'll conclude with some comments regarding the outlook for the balance of fiscal 2019. The highlights for the quarter ended December 31 include, per our prior quarter guidance, our originations on the quarter were very strong, totaling 59.2 million and included three new proprietary senior secured investments. Exits and repayments totaled 8.9 million, so net originations for the quarter were 50.4 million, excluding any appreciation or depreciation on the quarter. Interest income rose 7.7% to 11.7 million, lifted by the net originations, the majority of which closed in the latter half of the quarter. Total interest income was 11.9 million, which was up $700,000 or 5.8%, as prepayment and success fees fell with the level of exits on the quarter. For the quarter, the overall portfolio yield on our interest bearing portfolio increased to 12.3%. Borrowing costs rose by $500,000 on the quarter with higher outstanding supporting the asset growth, the increase in LIBOR rates and the decision to fix a portion of our borrowings with the 6% and 18% senior secured notes issued during - senior notes issued during the quarter. Net investment income was up slightly to 6 million or $0.21 a share, as net management fees were largely unchanged compared to the prior quarter, as the advisor fee credits associated with new originations rose, since we credit any closing fees paid to the manager against the base management fee and the invite - advisor incentive fee credits also declined. The net assets from operations declined by 3.7 million or $0.13 a share, as a result of 9.7 million of net portfolio depreciation on the quarter. Net asset value…

Thanks, Bob. Good morning, everyone. During the December quarter, total interest income increased by 800,000 or 7.7% over the prior quarter, driven mainly by the 15.5 million increase in the weighted average balance of our interest bearing portfolio as opposed to 40 basis point increase in the average yield on the investment portfolio. Other income declined in the absence of any significant repayments to 200,000 from 400,000 last quarter. Total investment income rose 700,000 or 5.8% to 11.9 million on the quarter. Total expenses for the quarter increased by 600,000, driven mainly by the $500,000 increase in financing expenses associated with the 11.7 million in higher average borrowings, the 22 basis point increase in average LIBOR and the higher fixed rate associated with the 6% and a 8% senior notes issued during the quarter. Net management and incentive fees declined by 100,000 for the period, as base management fee credit increased with higher originations, which more than offset the higher management fees and reduced the incentive fee credit. Other expenses were up slightly, with annual filing costs at approximately 89 basis points on average assets on the quarter. For the quarter, net investment income was 6 million or $0.21 per share and covered 100% of our shareholder distribution. Moving over to the balance sheet, as of December 31, total assets were 438 million, consisting of 431 million in investments at fair value and 7 million in cash and other assets. Liabilities rose by 49 million to 211 million and consisted of 102 million in borrowings on our credit facility, 57.5 million of our newly issued long term notes and 52 million of series 2024 term preferred stock. Net assets declined by 9.7 million since the prior quarter end with a net realized and unrealized portfolio depreciation. NAV per share declined by $0.34 to $7.98 as of December 31 compared to $8.32 as of September 30. Looking forward, we continue to be well positioned to benefit from any upward movement in interest rates, as 91% of the portfolio is tied to floating rate investments. The weighted average LIBOR floor on these assets is 1.3% and with floating rate assets of 369 million in principal and only 102 million of floating rate debt. A 100 basis point rise in LIBOR should generate an approximate 7% increase in net interest income. Inclusive of the net originations in changing our net asset value of the past quarter, our balance sheet leverage increased significantly, however, pro-forma for the subsequent prepayment, our leverage has dropped to 84% and is expected to moderate further with the prepayments discussed earlier by Bob. We ended the quarter with approximately 67 million of availability under our line of credit and our current unused commitment is approximately 80 million. And now, I'll turn the call back to David to conclude the presentation.

All right, Nicole and Bob and Michael, you all did a good job of informing our stockholders and analysts that follow the company. In summary, Gladstone Capital had a very good quarter, is continuing to build on the lower middle market business focus that they have, is well positioned to grow over the fiscal year that ends in September 2019. The fund closed at 59 million in originations, including the three new proprietary investments the company completed at $57.5 million of 6.25% senior notes, which should further diversify the funding sources and locked in the financial cost in case there's a potential for LIBOR to go up and net investment income was 6 million, which fully covered our dividends on the quarter of $0.21. As you all know, Gladstone Capital remains committed to paying its shareholders a cash dividend and in January, our Board of Directors declared our monthly distribution to our common shareholders of $0.07 per common share for the months ending January, February, March, which is an annual rate of $0.84. The board will meet again in April to determine the monthly distribution of common stock holders for the quarter ending March 31 and through the date of this call, we've made 192 sequential monthly and quarterly cash distributions to our common stockholders. That's almost $329 million and we've never missed a distribution and that's about $11.53 per share, the shares outstanding at December 31, 2018. The current distribution rate of our common stock with a common stock price did $8.86 yesterday at the close. Distribution run rate now is 9.6% and continues to be a very attractive, relative to most yield oriented alternatives. Our monthly distribution is 6% of our preferred stocks, which translates into $1.50 annually and that's paid on a quarterly basis as well. The term preferred stock trades under the ticker symbol, G-L-A-D-N and closed yesterday at $25.13, which is a little bit under 6%, because it trades above the $25 that we originally sold the stock at. So in summary, the company seems to be improving positions in private businesses that are mid-size with a good management. Many of these are owned by midsize buyout funds that are looking for experienced partners that can lend money to the business that they invested in. This gives us a chance to make attractive interest paying loans, which support our ongoing commitment to pay cash distributions to stockholders. I've a really strong team in place and now we'll get the operator back on and have callers ask us some questions.

[Operator Instructions] Our first question comes from Christopher Testa with National Securities.

Good morning, David and Bob. Thanks for taking my question today. I just want to start off on the, the markdowns on the oil and gas portfolio were relatively modest given the drop in oil prices and I do know that these are removed from E&P, they're not necessarily drilling into the ground at Francis [ph], which is restructured, but isn't there still a tie in that, if oil prices decline, the activity of these businesses might slow accordingly.

Chris, the adjustments in the valuations were all associated with FDF. The other couple of exposures are mostly chemical distribution businesses. They are actually benefiting from the increased production and the volume of oil coming out of the Permian, the volume of oil coming out of the Permian requires both chemicals to maintain the production and more recently the completion of pipelines to move that oil to the Gulf Coast and unlock the additional production is increasing the demand for chemicals. So the production is what drives the value of the other businesses that are the bulk of our exposure and that is continuing to increase on both scores I've outlined. So those companies are growing rapidly and de-leveraging. So, there is no expected depreciation other than the year-end relative value marks that I referred to in my comments.

Got it. Okay. That's appreciated, Bob. And excuse me, kudos on actually marking down your book, given the broadly syndicated market, because let's just say, there is some of your larger peers who declined to do that this quarter, so kudos on keeping it honest there. Just remind me, is your credit facility compatible with the reduced asset coverage that you guys have available?

It is not, but as I've stated in previous quarters, we've been given every indication because it's structured as a asset based advance rate. The quality of our assets and the cushions associated with the facility have given our banks high level of comfort that moving to a higher overall leverage is not something that they are concerned about. We just haven't had the opportunity or a reason to want to open up the facility. We've let a number of the other banks go and make the modifications that are associated with it and we would expect to do that in the next quarter or two. It's not something that we have an issue, expect an issue with and as further affirmation, the agent bank on the facility is the same agent bank for gain and they have appropriately modified their facility. So the proxy and the track record has already been established with our sister BDC.

And is there, obviously, you guys completed a good fixed rate issuance at a very good coupon [indiscernible] does this at all change maybe your planning for a new fixed rate debt issuance either at the end of fiscal '19 or maybe early 2020.

As we've stated previously, the determiner on our leverage, taking advantage of the asset coverage relief is taking out the existing preferred issue, which includes a covenant to the old leverage advance rate. In taking that out, we would expect that doing that with bank facilities is probably not the most prudent approach and that more likely we would consider either an upsize or some other form of issuance to replace that preferred stock when the call period, the no call period expires in September of 2019.

And the last one for me, you guys mentioned, I think it was Merlin's company repaid the 29 million, and then you said something about 20 million to 30 million repayments. So if it's the Merlin repayment at 29 million plus an additional 20 million to 30 million of repayments total, so we're looking ballpark, $50 million to $60 million of total repayments for the 3/31 quarter.

Merlin was 20.9 million, [Technical Difficulty] and 900,000 were fees and exit fees. The 20 million to 30 million is incremental to that. There are - there is a - two separate situations that we would expect to close. We've been anticipating fairly bulky pre-payment window. They seem to be coming or expect to come this quarter. Hence, as I noted in my comments, we ran a little high on our leverage at the end of December in anticipation of an influx of those repayments. So yes, overall, we're talking about $40 million to $50 million of prepayments on the quarter.

Our next question comes from Mickey Schleien with Ladenburg.

Yes. Good morning, everyone. Bob, I just want to refresh my memory on the legacy investments. I know Francis Drilling was one of those. What percentage of the portfolio on a fair value basis still is legacy, meaning something that predates your arrival at Gladstone?

Well, the two of the most - come most immediately to mind would be Defiance, which is still on the balance sheet, and I believe roughly $8 million and True North which was the old Sunshine, which has restructured in the 9/30 quarter, which is down to about, I think it's less than 2 million. So I think you're talking about roughly 10 million against a portfolio 430. So I'm not sure that that rounds to a meaningful number.

And going back to the increase in the weighted average yield, it climbed more than LIBOR at the same time that your first lien allocation also went up, can you just give us a little granularity on how that occurred?

Good question. The increment is largely associated with one of the deals that we closed on the quarter, which had a fairly high overall yield. I think if you track through the schedule investments, we put on a senior investment that was in the mid-teens. That was enough on the quarter to move the numbers or create the increment, I'm sure there were some other shifting, but that was the bulk of it.

So mid-teens is a really strong coupon. Can you give us some insight as to what features of that investment attracted you to it?

I think as I've mentioned in the past, we've been entertaining investments in some instances with independent sponsors. And this happened to be an independent sponsor transaction, which - obviously, there's a little bit different negotiating in leverage dynamics in that kind of a situation. This investment happens to be in the defense related business that's here in the DC area. We were able to, given our experience in the sector, given the proximity, given the strength of the management team and given the rollover investment of that management team, we felt very comfortable with that underlying investment. As you may know, the defense complex here in DC is a fairly hot market and the visibility on growth and revenue in that business was pretty strong and so the combination of factors were pretty compelling to us and so we were able to do a senior secured investment at a high yield. We did put some equity in that company, given the attractiveness of it and the good news is that that company also won a nice piece of business very shortly after our close. So it's continuing to de-leverage. So it was a confluence of factors that enabled us to execute on that and it is well below our average leverage level in the portfolio. So, it's a combination of factors that I think made it a compelling investment.

And speaking of DC, was there any material impact on your borrowers from the shutdown recently?

The only one that I've heard of and it was somewhat recent - one of the investments that we closed on the quarter was in the marketing and media business. They provide systems and support for digital marketing programs. As it turns out, they have a contract with one of the large government museums and art infrastructure here in DC. And while the shutdown was in place, that contract was suspended. It has now been restarted and has been catching up, but really that's the only one that I'm aware of that we've seen any impact associated with the shutdown.

Bob, can you give us an update on Edge Adhesives. I saw that you marked it down fairly meaningfully, just curious about the outlook for that company?

Edge is in a very interesting and fairly active space. The adhesives and chemical infrastructure continues to be relatively strong. There were management changes that were affected earlier last year. They are currently working on a significant number and backlog of new product lines and launches. We just happen to be in a period of time where they're comping down and the result is, as you expect, when EBITDA goes down and you own a decent block of the underlying equity, there's a magnified effect on the underlying company. We're fairly close to that one since that is in fact controlled by Gain. So I think we have pretty good visibility on what's going on there. I would expect between the pipeline and some other strategic activity that there are plans to move that asset in a more positive direction in the coming quarters. But that's all I can say at this time.

And excluding Edge, you had other investments depreciate about 5.6 million. Did I hear you correctly in your prepared remarks that you said 5 million was mark to market volatility? So in other words, the bulk of the other movements apart from Edge were mark to market?

Yes. That is correct, Mickey. The only one that was kind of in a gray area, the 5 million was the mark to market. There is 600,000 depreciation that's associated with the prepayment on Merlin. So Merlin was at a fairly attractive rate and low leverage level and given the fact that we received shortly after quarter end par on that investment, it was marked down to par. So the $600,000 difference in that case is associated with that exit more than it is depreciation. So, yes, the vast majority of the markdowns are associated with mark to market.

And you said that as of today, the bulk of that has been recuperated.

Well, there is a couple of ways to look at that. I'm obviously not a soothsayer and I can't speak to the broad marketplace, but reading some of the trade, the LTSA index for high yield loans dropped 2.5% in the month of December. As of the end of January, it had recovered 2.2%. So it is returned - recovered roughly 80% of the December decline. Now whether that holds up to the March 31 is question 1 and 2, we'll obviously have to have that discussion with our outside pricing service when we do get to that date, but all indications are that market has largely been re-inflated. You may note that everything leveraged was largely dumped in the last two weeks of December and it has come back much like the BDC stocks have come back.

Yeah. I do agree with that statement. That index that you referenced widened or the yield on that index widened about 150 basis points in the fourth quarter. Does that metric factor directly into your valuation, in other words, is there a correlation between your valuation of your debt investments in that index or do you use some other methodology?

There is a little bit of a black box in that and when you read our disclosures in our K, we use what used to be the old S&P pricing service. S&P uses the 3000 or whatever 6000 loans in their pricing service and the movement in those underlying loans are used to then index hours. They use the broader movement, they tie it to sectors and then they adjust for underlying credit changes. So while it's not tight that index, it is effectively driven by some of the same principles, given the breadth of the S&P pricing model. So we've never tried to reconcile it, but I think that's a reasonable assumption.

My last question sort of a housekeeping question, New Trident was marked at 0, but it's still on accrual, I just want to confirm that I'm correct in that assessment?

You are correct. That investment is certainly challenged. It is controlled by a large buyout complex with an investment that's on the same tier is where we currently are invested. So we have an alignment of interest, whether that continues in the coming quarters is an open question.

[Operator Instructions] Our next question comes from Bill Brown, a private investor.

First of all, Bob, thank you for your continued stock purchases as a long time investor. It certainly gives me great comfort to know you're right in there with us. I just want to know your thoughts, I know on the comment in the statement about enhanced returns, looking at all the additional hopefully fee income that you're expecting. What are your thoughts on likelihood of this being the year we finally get to increase the dividend and also just kind of philosophically, I'm just wondering when you if fee income is what generates the additional income that might be sufficient to increase the dividend and the income is obviously a little more lumpy in terms of how it comes in. Their feeling of the dividend to only increase it when you can increase it on a run rate or is your feelings of, if in a particular year, you would do a special dividend, if it was because of the fee income.

There's a lot in there. Let me give you my view and I'll let David weigh in. I think in the near term, the prepayments will drive fee income as you've correctly ascertained. I think we will probably be more oriented towards considering the dividend, relative to core earnings and interest income. We've always kind of stated that driving the core interest incomes is an important factor. And we've been monitoring that fairly closely. I would think there are two things that come in to mind that are going to drive the dividend considerations. As we get these prepayments, as we reinvest those funds, the fees will cover that reinvestment period to get that money redeployed. And as we get towards the tail end of the year, I think we're going to have two things working in our favor. One is, we do or do expect leverage relief, so we have the ability to move up our leverage and that is going to be accretive to this dividend. And the second thing that we've also taken into consideration is, I think we feel pressure to recognize the increase in overall yields in the marketplace, at some point, needs to be passed through and reward the little oil shareholders for their continued investment in the company. So as rates rise, I think there is a desire on our part to begin to move that distribution consistent with rates and as we begin to lift leverage towards the tail end of the year. Obviously, we've absorbed a fairly significant hit to our net interest income associated with FDF in the last two quarters. That was a fairly material hit. We've absorbed it and now we're in a better position in the coming quarters to begin to consider that dividend adjustment you've been waiting for. David, do you have anything to add to that?

Yeah. Bill, we don't like special dividends. They don't seem to add up much in the marketplace. So our goal is to get ahead of the growth in income, so that we can look at the dividend coverage ratio and say to ourselves we're in good shape. We can raise it. In some of the companies that we manage here, we've taken on the idea that we can raise the dividend a little bit every quarter and that may be what we end up doing here. At this point, I'll leave it to Bob to make the final judgment on increasing the dividend, but that is the goal. Are there questions, Bill?

No. Thank you very much.

Okay. Next question from anybody?

I'm not showing any further questions at this time. I'd like to turn the call back over to Mr. Gladstone for any closing remarks.

All right. Well, we appreciate the questions that we got. They were good and they helped us transmit to our shareholders what's going on here and that's the end of this and we'll see you next quarter.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude today's program and you may all disconnect. Everyone, have a wonderful day.