Good day, ladies and gentlemen, and welcome to Hercules Capital First Quarter 2019 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn the conference over to your host, Michael Hara, Managing Director of Investor Relations. You may begin, sir.

Thank you, Nicole. Good afternoon, everyone, and welcome to Hercules conference call for the first quarter of 2019. With us on the call today from Hercules are Scott Bluestein, our interim Chief Executive Officer and Chief Investment Officer; and Seth Meyer, our Chief Financial Officer. Hercules first quarter 2019 financial results were released just after today's market close and can be accessed from Hercules' Investor Relations section at htgc.com. We have arranged for a replay of the call at Hercules webpage or by using the telephone number and pass-code provided in today's earnings release. During this call, we may make forward-looking statements based on current expectations. Actual financial results filed with the Securities and Exchange Commission may differ from those contained herein due to timing delays between the date of this release, and then the confirmation of final audit results. In addition, the statements contained in this release that are not purely historical are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to uncertainties and other factors that could cause actual results to differ materially from those expressed in the forward-looking statements including without limitation, the risks and uncertainties, including the uncertainty surrounding the current market turbulence and other factors we’ve identified from time to time in our filings with the SEC. Although we believe that the assumptions on which these forward-looking statements are reasonable, any of those assumptions can prove to be inaccurate, and as a result the forward-looking statements based on those assumptions also could be incorrect. You should not place undue reliance upon these forward-looking statements. The forward-looking statements contained in this release are made as of the date hereof and Hercules assumes no obligation to update the forward-looking statements or subsequent events. To obtain copies of related SEC filings, please visit our website at htgc.com. With that, I will turn the call over to Scott.

Thank you, Michael, and good afternoon, everyone, and thank you all for joining us today. Q1 was a standout quarter on multiple fronts for Hercules. As our leading position in the venture lending market continues to grow and strengthen, it affords us optionality that no other venture lender possesses. Our unique and proprietary origination platform combined with our internally managed structure is designed to deliver long-term, industry-leading shareholder returns. There are many approaches to bench our lending but none of them poses the proven ability to scale and deliver the level of sustained and consistent credit quality that Hercules has been able to demonstrate. The breadth, depth and diversity of our investment portfolio, which crossed $2 billion in Q1 is unmatched. In addition, the constant and diligent monitoring and communication with our 93 portfolio companies provides us with key leading economic visibility that helps us to navigate and mitigate risk on a forward-looking basis. In Q1, our deep and experienced team of best-in-class investment professionals delivered new debt and equity commitments of $414.8 million, our second highest in history. We funded $239.6 million during the quarter, while maintaining a modest level of available unfounded commitments of $154.2 million or only 7.2% of total assets. We carefully monitor and manage our unfunded commitments to ensure that we will always be in position to meet our borrowers’ need as and when they arise. Net debt portfolio growth of $160.5 million drove our debt investment portfolio to a record of $1.9 billion at cost. Our total investment portfolio grew by approximately 9% quarter-over-quarter and is up 40% from where it was in Q1 of 2018. This strong growth was achieved with the same underwriting discipline and credit focus that we have demonstrated on an consistent basis. As an internally managed BDC, we are…

Thank you, Scott, and good afternoon, ladies and gentlemen. As Scott mentioned, this has been a very strong quarter for Hercules. We delivered record investment income totaling $58.8 million and had meaningful NAV appreciation per share. Our early payout levels, reduced to $47.5 million, which is the lowest Hercules has experienced on a quarter basis since 2015. This, combined with healthy loan growth helped our debt investments grow $160 million to $1.9 billion at cost. Today I want to focus on the following areas. Number one, the income statement performance and highlights; number two, NAV, unrealized and realized activity; number three liquidity; and number four, expenses and related outlook points. With that, let’s turn our attention to the income statement performance and highlights. Adjusted net investment income per share on a pro forma basis excluding the onetime effect of the early repayment of the 2024 notes was $0.32 a share. Total investment income increased by 3.4% to $58.8 million in the first quarter compared to $56.9 million in the previous quarter. Lower early payoffs resulted in noncore income declining from $2.8 million in the prior quarter to $1.6 million in the first quarter. This was more than offset by the effect of the increase in the weighted-average principal balance of our debt portfolio quarter-on-quarter, resulting in a 5.8 increase in recurring core income. Our effective and core yields in the first quarter were 13% and 12.7%, respectively, compared to 13.5% and 12.9% in the fourth quarter of 2018. The primary reason for the decrease in the effective yield was due to the lower early payoffs that I mentioned. The reason for the decrease in the core yield was due to a reduction of the expired commitment income of approximately 22 basis points. The fourth quarter of 2018 had a higher…

Hey, guys. Good afternoon. Thanks for taking my questions. First one, just I guess -- forgive me if you addressed this on the call. The loans fee expense moved up. And I'm wondering, is that a new base because of the increased size of the bank facilities, or was there some incremental expenses because of those renewals this quarter?

So, the loan fee expense you said?

Yes.

Yes. So, it was two things. It was, one, we had that one-off $1.6 million impact related to the repayment of the 2024 notes. And then the second dimension was that we had really the full quarter of the November 2018 securitization as well as a partial quarter of the January securitization that we did. And those were not in a full quarter at all for the 2018 November securitization, wasn't in all of Q4, and certainly nothing related to the January securitization was in Q4.

Okay. Very helpful. And Seth, you guys have been using a more secure -- well, securitizations more frequently over the past several quarters. You've now got a lot of dry powder and bank facilities. I'm wondering, do you expect to pursue the same kind of mix of financing or would you modify things based on rates and how do we think about your strategy with liability management?

Sure. I think, the setup that we have is really good in using the credit facilities to warehouse, our new underwriting in the new positions, securitizing them into the market and then, using the unsecured debt, for positions that don't fit in any of those in instruments, as well as, although a smaller part of our business and our asset base, the equity and the warrant positions that we have. So, I don't really think the strategy needs to change. But certainly, the elements around us continue to evolve. And that may cause us to decide to lengthen the duration that we're looking for in the market on the unsecured side. We may take advantage of the lower interest rates that we see on the horizon now compared to even just Q4 when we were looking at things, not me, because I wasn't here but as an organization when we were looking at the balance sheet. So, I think that there is no wholesale plan to change anything to answer your question, John. But, we may make slight different utilization of the buckets that we have available, based on the market conditions.

Okay. Thanks very much for that. And Scott, you referred to the top of the deal funnel expanding. And I’m wondering when you mentioned that, is that just you're getting more looks at more opportunities as an organization or does it mean that there is more subsegments of technology and biotech that you're able to look at now?

I think, it’s a combination of the two, John. The VC market, broadly speaking, remains quite robust and strong, which is partly what's driving our optimism and outlook for the remainder of 2019. The number of deals that the team is canvassing and screening and that we're looking at has increased substantially. Part of that is also driven by the fact that over the years, our firm has significantly expanded the breadth of our platform and the capabilities that we have in terms of the types of companies and profiles that we can go after. So, by virtue that continued platform expansion, we're able to look at an increasing pool of available opportunities with it being very clear that the discipline and underwriting focus on the bottom end of that funnel remains as tight and as strong as it’s been.

Thank you. And your next question comes from Tim Hayes from B. Riley FBR. Your line is now open.

First one, just kind of follow-up on capital. How do you think about prioritizing capital sources, while keeping your leverage target in mind and your expectations for growth? Do you think you have enough available liquidity between cash on hand, capacity on the credit facilities and the ATM programs to fund the pipeline you see in front of you today or do you anticipate needing to raise capital outside of the ATM program to support growth, whether it be an equity offering, unsecured debt or doing other securitization?

Tim, I think that the only thing that you leave out in your list of what we have available is the reality that we expect pay-downs to pick up for the remainder of the year. So, we have then, opportunity to recycle the capital that we already have deployed in and is already part of our 114.9% leverage as of the quarter-end. So, combined with that recycling, the normal amortization that we think that we will pick up for the remainder of the year, the fact that we will continue to utilize our ATM program to act as a governor on that leverage position and the continued borrowing that we do have available, even under the 125 ceiling that we’ve self-composed, we do think we have the right mix to continue to write the business for the year. And we're not going to communicate our intensions as far as going to the market at anytime. But, we will continue to evaluate those positions as we move forward.

You gave some guidance around repayments for the remainder of the year. I believe on the last quarter's call, you might have talked about $300 million of net growth for the year. And obviously this is a really strong quarter for you guys. I don’t if -- should we still be keeping that kind of lose target or just guideline, the $300 million guideline for the year or do you have any kind of updated expectations about that? I’m sorry if I missed any guidance that was given on the call.

Yes. No problem. So, Tim, on the February call, we guided to $300 million to $400 million of net portfolio growth in 2019. Based on what we did in Q1, what we're seeing in Q2, and our outlook for 2019, we’re very comfortable reiterating that guidance of anticipated portfolio growth between of $300 million to $400 million in 2019.

And then, one more for me. Just on the dividend increase, can you touch on exactly what factors went into that decision and to set that $0.32? Does that -- $0.32, does it reflect where earnings power is today and you expect to continue growing it as a portfolio and NII grow or is it set at a level that assumes you will continue to grow the portfolio and is kind of just stable for this foreseeable future?

Yes. So, I would remind you, and we reiterate this on virtually all of our calls, right? We maintain a variable distribution policy. So, on a quarterly basis, obviously management is making recommendations to the Board. But ultimately, the Board will determine what makes the most sense. Based on what we did in Q1, based on what we've already seen on a quarter to date basis in Q2, and based on our optimistic outlook for the remainder of the year, combined with where our spillover is, we were comfortable increasing the base distribution to $0.32. If you look at what the business did in terms of NII and DNOI in Q1 that’s a number that we obviously felt comfortable with increasing the base to. And in addition to that, we obviously issued the $0.01 of additional supplemental distribution. And we will, as we've always done, on a quarterly basis, continue to evaluate what we think makes the most sense based on the market as it develops. And ultimately, the Board will make that decision on a quarterly basis.

Thank you. And our next question comes from Ryan Lynch from KBW. Your line is now open.

Hey. Good afternoon. Thanks for taking my questions. First one, Scott, there's substantial responsibilities and time commitments that really come with taking over as the CEO role. And given that you are still the CIO, you just can't commit the same amount of time to both of those functions. So, can you just talk about how are you dividing your responsibilities and time today? And then, really particularly, how are you making sure you're devoting enough time to the CIO function to ensure the investment process is really running as strong as it has in the past?

Sure. Thanks for the question, Ryan. So, I'll reiterate something that I've said quite frequently over the last 45 or 60 days. The investment team at Hercules is incredibly deep, is incredibly experienced, and is incredibly talented. And if you look at the growth and the trajectory of this business over the last 10 years, that's been driven not by any one individual, but by the quality and the depth of that investment team. And that investment team today remains with the addition of two additions that we made in Q1, the same team that has helped drive the growth of this firm over the last several years. There are some senior members on that team who will obviously be asked to step up and take on some additional responsibilities. And we'll evaluate those things. And we'll make announcements about those things in the ordinary course, when we're ready to do so. But I am very confident and comfortable that the depth and talent that we have on this investment team is capable of ensuring the same level of trajectory that we've had on a historical basis, continues on a go forward basis. I am clearly now in a position where I'm allocating a significant amount of my time to a different role. But, I can assure you that we will make sure that the investment team continues to function with that same level of discipline, focus and integrity that it's done so on a historical basis.

Okay. And kind of on that point, you guys are off to a very strong start so far in the second quarter. Can you just provide a little feedback on or some color around what has been the feedback from existing and potential borrowers, given the significant changes in management that occurred?

As I said, tremendous support, tremendously positive feedback. I don’t think that we would be as optimistic as we are if that was the case. You can see what we did in Q1 in terms of commitments, $414 million of commitments, north of $200 million of commitments closing in last two weeks of March. We are off to an incredibly strong start in Q2 per my comments and remarks. And you look at where we are on a year-to-date basis through April, we’re north of $700 million of new debt and equity commitments. You can compare that to what we did in all of fiscal year 2018 where we delivered $1.2 billion of commitments which was a record year for us.

That's helpful. And then, I wanted to follow-up on the discussion around the dividend, I just want to make sure I’m understanding it correctly, the variable dividend policy. Is your intention to kind of have a core dividend that you set and then the variable portion will come via the supplemental dividend that you guys are paying or when you say a variable dividend policy, do you expect the core dividend to kind of jump around? Because you guys have historically kept the core dividend pretty solid and you guys have raise it recently. But I’m just trying to understand where the variable rate comes in as well as how you guys anticipate paying supplemental dividends in the future.

Sure. The base distribution has been $0.31 for several years. Despite the fact that it's been a consistent $0.31, per our public disclosure, we’ve always maintained a variable distribution policy. So, the Board reserves the right on a quarterly basis to evaluate the market, the strength of the firm, the trajectory of the firm and make a decision on the base distribution that they feel was in the best interest of the Company and of course our shareholders. The decision was made to increase the base distribution to $0.32 based on the trajectory of the business, based on the confidence that we have in the business. And based on where we are today from an earnings perspective, the supplemental dividend is obviously -- a distribution is driven by what our perspective is as it relates to the spillover. The spillover at the end of Q1 is now $0.38 per share. On that basis, we made a decision to issue an additional $0.01 supplemental distribution. And that’s the part that we will obviously continue to evaluate as we head further into 2019.

Thank you. And our next question comes from Christopher Nolan from Ladenburg Thalmann. Your line is now open.

Scott, given Manuel is a pretty strong leader within my observation, how do you anticipate your management style to change? And do you anticipate that as a CEO you will be more of a consensus builder going forward?

Yes. I appreciate the question. My focus is on managing this business to the best of my abilities. I’ve been at this firm for 10 years, I’ve been a named Executive Officer and I served the Company in two different capacities, initially Chief Credit Officer and then from 2014 through today as Chief Investment Officer. I’ve been involved in driving the investment side of this business since 2014. I’ve been responsible for hiring a lot of the talent that we have, particularly on the investment team side. Everybody has their own personality and way of doing things. And I'm not going to talk about anyone's style or what those differences are. I believe in this Company, I believe in this team, and I'm quite confident that we will continue on the same trajectory and level of success that we've been fortunate enough to have historically.

And then, as a follow-up question, given the change in the CEO role to yourself, do you anticipate that the Hercules Business can scale at a faster pace than before?

Yes. I think, our growth trajectory over the last several years has been pretty impressive. We highlighted a couple of those key points in our prepared remarks today. Our investment portfolio from cost perspective is now $2.1 billion, our debt portfolio at the end of Q1 now $1.9 billion. So, if you think about that just in terms of year-over-year growth, if you look at where the business is today versus where it was 2, 3, 4 years ago, I think our ability to scale has been proven out. We will continue to focus on managed growth. We're not incentivized to grow this business just for the sake of doing so. We're an internally managed BDC, we are focused on shareholder returns, we are focused on capital efficiency. And that's the way that we're going to continue to grow the business. We will continue to look selectively at strategic initiatives. We will look at further ways to expand the platform to diversify our product offering. And I think that you will see us take a pretty consistent view to the go-forward strategic direction that we took historically.

Thank you. [Operator Instructions] And our next question comes from Fin O'Shea from Wells [ph] Finance Security. Your line is now open.

Hi, guys. Thanks for taking my question. Just to continue off of the previous final question from Mr. Nolan. Could you talk about the outlook, 2019 versus 2018, for your expense ratio? And then, if you plan on the growth side to look at any more innovative or structural changes on ways to grow the asset manager, ex balance sheets from ACGC, so, any organic or external growth plans going forward? Thank you.

So, on the expense side, I mentioned that we expect $16 million to $16.5 million on our SG&A expenses for Q2. Looking out further, we'll kind of hold our projection on that based on how we see the growth. So, if we see that we stabilize in growth at that time, then, we would hold it. But, it's really subject to the market development. Beyond that, I probably wouldn't comment at this time. But, Scott, maybe you want to take the second question?

Yes. And I’ll just say a couple of things. One, we're going to continue to invest in the platform and in the franchise. We always want to make sure that we're ahead of the game with respect to making sure we've got talent, making sure that we've got expertise and making sure that we are positioned well with respect to ensuring the same investment philosophy and success that we've had historically. So, you will see us, as you did in Q1, continue to make investments, not just in the investment team but in other areas of the organization in some of our infrastructure. And now that we’ve crossed the $2.1 billion investment portfolio Mark, we will obviously look to make sure that we got the appropriate headcount and team in place to manage that appropriately. With respect to the other question, which I think is a bit of a broader question, we are going to continue to look for ways to enhance shareholder value. And we’ve learned over the last couple of years that there are certainly a bunch of options that are available to us in terms of partnerships and product enhancements and other things that we can do to help grow shareholder value, enhance the breadth of our platform and significantly develop our product capabilities. And you will see us make a pretty concerted effort to focus on those things through the remainder of 2019.

Thank you. And there are no further questions at this time. I would now like to turn the call back to Scott Bluestein, CEO, for any further remarks.

Thank you, operator. And thanks to all of you for joining our call today. We will be attending the B. Riley FBR annual investor conference in Beverly Hills on May 22nd, as well as numerous non-deal roadshows through May and June. We will also be holding our annual shareholders meeting, as announced, on May 30th. So, we encourage you to please vote your share. If you are interested in meeting with us at any of these events, please content B. Riley FBR for their conference or Michael Hara for our non-deal roadshows and annual shareholder meeting.

Ladies and gentlemen, thank you for your participation in today's conference. This concludes today's program. You may all disconnect. Everyone, have a great day.