Ladies and gentlemen, thank you for standing by, and welcome to the Hercules Capital Third Quarter 2020 Earnings Conference Call. At this time, all participants' lines are in a listen-only mode. Please be advised that today's conference is being recorded. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. Michael Hara. Thank you. Please go ahead, sir.

Thank you, A.J.Juan. Good afternoon, everyone, and welcome to Hercules conference call for the third quarter of 2020. With us on the call today from Hercules are Scott Bluestein, CEO and Chief Investment Officer; and Seth Meyer, CFO. Hercules' third quarter 2020 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 passcodes 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 in the confirmation and 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 the actual results to differ materially from those expressed in the forward-looking statements including, without limitation, the risks and uncertainties, including the uncertainties surrounding the current market turbulence caused by the COVID-19 pandemic and other factors we identify 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 can be incorrect. You should not place undue reliance on 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 for subsequent events. To obtain copies of SEC-related filings, please visit our website. And with that, I will turn the call over to Scott.

Thank you, Michael and thank you all for joining us today. We hope everyone is staying safe and healthy. Continuing with the theme of our Q1 and Q2 2020 earnings calls, I'm going to provide an overview of our performance in Q3 and then discuss key areas of the business that we continue to believe require additional focus. I would like to start by once again acknowledging and thanking our employees, management teams, and financial partners who continue to diligently perform their jobs with commitment and resiliency, despite the challenging operating environment that we are all facing. Being eight months into this pandemic, we continue to manage the business to maximize liquidity, ensure balance sheet strength, and maintain substantial operational flexibility. Q3 was a very strong quarter on multiple fronts for Hercules Capital, particularly origination activity, where we used our balance sheet strength and liquidity position to be aggressive on select high quality investment opportunities. Our world-class investment team and industry leading originations platform closed a record level of Q3 commitments and fundings. We were able to maintain our strong liquidity position in balance sheet, despite the write off of two previously impaired loans that were on non-accrual. Overall, our credit performance during the quarter was solid and we continue to feel good about how our credit book is positioned. Let me recap some of the key highlights of our performance for Q3. We originated more than $514 million of new debt and equity commitments and delivered gross fundings of nearly $266 million. In Q3, our investment related activity reflected our focus on diversification and controlled growth. Our unique and dual focus on technology and Life Sciences continues to provide us with a competitive advantage and the ability to deliver a strong investment activity in any market environment when we…

Thank you, Scott and good afternoon, ladies and gentlemen. With another solid quarter behind us, we are continuing to think ahead and focus on strengthening our balance sheet, enhancing our liquidity position, maintaining a well-diversified portfolio and making investments in our people, processes and systems. As publicly announced yesterday, we received approval from the SBA for a new SBIC license, providing us with 175 million of attractive financing for qualified investments. This increases our already significant quarter end available liquidity and ensures we are well-prepared to take advantage of any and all opportunities to expand the portfolio, should they need are stringent standards. Today, I'll focus on the following areas, income statement, performance and highlights, NAV, unrealized and realized activity, leverage and liquidity and finally the outlook. With that let's turn our attention to the income statement performance and highlights net investment income was $38.7 million or $.34 per share and Q3 and increase of 3 million or $0.02 per share compared to the prior quarter. Total investment income was $70.3 million, an increase of 3.5% compared to the prior quarter. The main driver for the increased total and net investment income during the Q3 was an increase in fee income driven by higher payoffs as Scott mentioned. Our effective in core yields in the second quarter were 12.6% and 11.3% respectively compared to 12.2% and 11.5% in the second quarter, the primary driver for the increase in the effective yield was again, related to the higher payoffs. The core yield decreased slightly due primarily due to -- a reduction in expired commitments compared to the second quarter. Turning to expenses. Our total operating expenses for the quarter decreased again to $31.6 million compared to $32.3 million in the prior quarter. Interest expense and fees decreased slightly to $16.6 million…

Thank you. [Operator Instructions] First question comes from the line of Crispin Love from Piper Sandler. Your line is now open.

Good evening, guys, thank you for taking my question. So first, the credit quality grades improved nicely in the quarter with what looks to be a migration of grade three to the grade two buckets for a lot of instances, can you give a little bit more detail on where you saw improvements in credit quality, and if that's industry related? And then on the other side, if there's any other industries that are still struggling you're watching a little bit more closely?

Sure. First, thanks for the question. With respect to the migration, the biggest driver of the shift in grade three loans actually had to deal with the fundraising elements that we talked about. I think as you know, we're a little bit conservative and how we grade the portfolio. So we will downgrade a loan to a rated three credit if it is approaching a capital raise. And again, this quarter, we saw some pretty significant activity on the capital raising side across the portfolio, including with respect to a couple of rated three credits. And as a result of those companies completing those raises, we upgraded certain of those credits to rated two loans. And that's what drove the majority of that migration in the quarter. And that's also what led to the change from 2.30 to 2.22 in the quarter. Really no specific credit trends that I could speak to in the quarter, there's obviously certain sectors in our portfolio and in the macro environment that we're continuing to watch and monitor a little bit more closely. I think in terms of how we feel about the environment, you can continue to look at how we're positioning the portfolio, we're continuing to be very aggressive in certain areas that we think are relatively speaking, insulated. We, obviously, have made a significant push on the lifetime society into drug discovery, drug development companies has always been a focus for us. But we saw substantial activity there in Q3. And we also continue to be fairly aggressive, in terms of funding on the technology side of businesses that have a software component, where the revenue continues to be contractual and long-term recurring in nature.

Okay, thanks. And then, on the record, quarter of originations and fundings, you mentioned that you had activity with 10 new borrowers and then five existing. Are you starting to see more opportunities with new companies, compared to earlier in the year as we're kind of moving along, kind of during the pandemic? And would you expect that to continue with more opportunities with new borrowers? Or is it kind of just kind of tough to, to forecast that?

I think it is difficult to forecast out, just given the continued volatility in the markets. But what I can tell you is that, our pipeline is since the beginning of the year has remained very strong. I mean, our pipeline on a quarterly basis has been approximately $1 billion, in some cases north of a billion dollars. And so there's no lack of deals and no lack of activity, in terms of what our team is evaluating and screening early on in the index. So when you look at sort of late Q1 and then certainly in Q2 we were very selective, and really only focusing on a certain profile of company. We did continue to be selective in Q3, but we actually saw a handful of companies where we had legacy relationships, later stage companies that we actually didn't think we're going to be looking for secured debt financing. But in a couple of cases, despite having very strong balance sheets, we saw opportunities for well backed companies, strong balance sheets that wanted to put some additional capital in runways extension on the balance sheet. And we were able to take advantage of that in Q3. The pipeline right now remain strong, in the team is off to a really solid start, in terms of Q4 activity. If you look in the press release, we disclosed that we've already closed about an additional $85 million of commitments. We have another $50 million of commitments that are signed, that are going through diligence that we expect to close a near-term. So we continue to feel good about the amount of activity that we're seeing. But we will absolutely continue to be selective and prudent. And really just try to focus on the best deals that we see.

All right. Thanks for taking my questions, and congrats on a great quarter.

Thank you.

Next question comes from the line of John Hecht from Jefferies. Your line is now open.

Hey Scott and Seth. Thanks very much. Scott, it just gets to hearing you talk about the credit quality and the credit grade and a lot of statistics around the visibility to their liquidity, the comfort, the investment level. And then, just the sort of commitment pipeline, yes, those both seem really strong. And as you had a good visibility into capital deployment and credit quality, it makes, it seems like it may be as good as it's been, or for a while, I'm wondering it, can you -- I mean is there some attributes show that maybe competitive positioning? Or is it just good fundamental trends, kind of in the market you're lending to? Or how do you tribute that? So, I think and as I said this, consistently in my remarks over the years and I'll say it again, I think a lot of it just has to do with the quality and talent that we have as an organization. This is this is a very deep, experienced investment team. This team has been together for a long-time. We've got great leadership. We've got great oversight. And it's a very deep diversified broad team. And I think that goes a long way, in terms of driving the results that we've had over a very long period of time. And I think it's going to be critical in terms of, the continued success and sustainability of the business. I will also tell you that, the fundamentals of our ecosystem continue to be very strong, despite, the realities of what's going on at a macro level, when you look at the year to date VC investment activity you're at $112 billion through three quarters, right? That's a record number, and you still got a full quarter to go. You're also seeing tremendous activity at the VC level in terms of fundraising. So there's just a lot of liquidity that's still flowing into these companies. And not all these companies are going to be able to sort of skate through this unharmed. But certainly, having a strong balance sheet and being able to weather a storm from a liquidity perspective, we believe is essential in terms of continued success.

Okay. And then you haven't -- I just haven't asked about this one. I'm sure we can see some of the details. But maybe, can you give us an update on Gibraltar? And what's going on there?

Sure, yes. So, can’t say a lot, because it's obviously a portfolio company. But, they do put out their own statements from time-to-time as a company that continues to perform very well. And we're very pleased with the performance and the growth that they've seen. This environment is actually pretty conducive for strong credit oriented ABL lenders. And that's exactly what Gibraltar is. So very pleased with their performance. Obviously, you can see, the fair value that we have as of the end of Q3, and continue to believe that that's a long term holding that we're going to be very happy with going forward.

Okay. And then last question is just -- I mean, Q3, you had a really strong, funding quarter. If I recall, usually Q3 was the seasonally weak quarter just because people tended to take, a month off in Q3 for vacation. Yes, seasonality changing, because of the COVID, and people being locked down and how do you think about cadence of investing in the near term?

Yes. It's a great question. You're absolutely correct. I mean, if you look at our business, and I think 15 of the last 16 years, Q3 has historically been our slowest quarter in terms of capital deployments. That obviously changed, this year, I think 2020 is different in many ways. And whether we can attribute the strong funding and commitment performance that we saw on the quarter to what's going on with COVID or not, I think it's hard to say. But what I can tell you about our performance in Q3, you'll be thinking about what we said on the Q1 call. If you think about what we said in the Q2 call, we were really focusing on strengthening our liquidity position, making sure that we had the strongest possible balance sheet because we knew that there would be a time when the market would come back. And there would be opportunities that we thought were attractive and, and we wanted to be able to take advantage of them. That's what happened in Q3. Our team did a great job had been pursuing a couple of companies for a long time. These were companies and deals that we really liked. And we used our balance sheet to win those deals. And you saw that in our numbers, and whether that will happen again in Q4. I think it's probably too early to say at this point. But we're obviously pleased with the fact that we've already done $85 million of commitments through, you know, the first 27 or 28 days of October, and we've got another $50 million of commitments that are signed up that we expect to close near term here.

Okay. Thanks very much for the color guys.

Next question comes from line of Finian O'Shea from Wells Fargo. Your lines are open.

Hi, good afternoon. Thanks for taking my question. First one, Scott, can you update us on the Strategic Initiatives you're pursuing on an RIA? I think you've had a no action whether permitting you to do that for a little while now. But just an update, we haven't seen anything yet, obviously, on how you're thinking about setting up something like that?

Sure. Thanks. So we're not going to make any public comments in terms of the activity outside of what we what we've already disclosed, in terms of the 8-K that we did put out. You are absolutely correct that we did receive no action exemptive relief from the SEC to be able to create a registered investment advisor, as a wholly-owned subsidiary of the public BDC. We have gone ahead, and we've done that. And now we're in the exploration stage. We're going to explore a variety of attractive opportunities that we think will be available to us. There's really nothing that we're prepared to speak to that would provide any more specificity or clarity to that. I think, in general, I would say that what we're doing here is very consistent with what Seth and I have been communicating publicly to our shareholders, stakeholders and analysts. Since Q1 of 2019, which is that we are actively looking for ways to expand and diversify and grow the Hercules Capital business, but that we are absolutely committed to doing it in a way that is beneficial to our shareholders. And that's exactly why we pursued the structure that we announced in the 8-K that you're referencing. And that's what we're spending our time right now focused on.

Sure. That helps. Thank you. And then I just have a small follow on. Any high level commentary on the exit this quarter, obviously, those two names were already marked down. But obviously, that's a pretty big right off to exit those names, was that at all related to the challenges that COVID might bring, funding might be more stricter? Or was this just kind of a garden variety exit that, you guys do once in a blue moon, any a commentary there would be appreciated?

Sure. So a couple things. Number one, and we've always said this, we never look at realized activity, whether it's realized gains or realized losses on a quarterly basis. We look at it over a pretty long-term horizon. And when you think about our credit performance now over 15 plus years, we have net cumulative realized losses of $65 million. So our annual loss rate as of Q3 is four basis points. And that's a number that we're obviously very proud of. We had realized gains in the portfolio in Q1. We have realized gains in the portfolio in Q2. And you will obviously see where we end up at the end of the year, but we tend not to focus on a quarterly basis. With respect to the two situations that we referenced, both of those loans were previously impaired, both of those loans were previously placed on non-accrual. One of the companies did not have anything to do with COVID, it was a company that had been on non-accrual for two plus years. It's a sort of a -- it's a drug discovery, drug development asset, we made the decision that we were actually going to foreclose on the asset. So we've taken possession of the asset and we'll look to monetize that when the market becomes a little bit more favorable. The other one, in our view was 100% linked to COVID. It was a business that was materially negatively impacted by COVID. It was one of only a small number of loans in our portfolio that we believe fit that criteria, because of the fact that in that case the sponsor chose not to fund it if the company was forced into an exit scenario and you know, the results are obviously not favorable to us, but there's really nothing else that I can add in that regard.

Okay, thanks so much.

Thanks.

[Operator Instructions] Next question comes from Devin Ryan from JMP Securities. Your line is now open.

Hi, this is Kevin Fullz [ph] on for Devin, congratulations on a strong quarter. In regards to record Q3 new debt and equity equipments, can you speak to how you're able to have such a strong quarter despite a largely virtual environment that post significant challenges in performing due diligence?

Sure. Thank, Kevin. So two things and I will reiterate what I said, you know, when John asked the question a little while ago, I think the credit really goes to our investment team. The team has worked around the clock and has been incredibly productive despite the fact that most of us continue to be remote. You know, thankfully, we are a technology-driven company, we've got great systems, and we've got great infrastructure in place. So we've been able to communicate not just with our existing portfolio companies and each other, but also with new companies. And in this environment, you know, there are a lot of things that you can do from a virtual perspective that allows you to due diligence in the ordinary course. The other thing that I would mention, which I think is important, we did 10 new deals, and we did five deals for our existing portfolio companies. So you're going to continue to see a very strong mix of fundings for new deals and portfolio companies, obviously on the portfolio company side, we already have the relationship. And we've done that in person diligence historically. And when you look at the new deals that we did, in several of the cases, these were companies that we had looked at and evaluated historically. And we had deep relationships with the teams and with the investors. So a little bit, a little bit of a head start in terms of diligence that I think allowed us to be a little bit more creative than some others might have been able to be in this environment.

Okay, great. Thank you very much. That’s were my question. Thanks, Kevin.

Next question comes from dine at Christopher Nolan from Ladenburg Thalmann. Your line is now open.

Hey, guys. Seth am I correct that the two credits which were exited this quarter, Motif and Petrom?

That's correct.

Okay, and then on the two new non-accrual from Optascan [ph] any detail that you can share with us?

Sure, Optascan is actually it's a small convertible note. That's a company that we've had. It's not a secured debt position. It's a convertible note position. We've been an equity holder in that company for some time. They filed chapter 11. So we made the decision to put that convertible note on non-accrual in the status. And with respect to Intent, again, that the company has obviously been impacted by COVID is one of the small number of portfolios in our company that's being materially impacted by COVID. But we've been working very closely with the investors there and with the management team there. And we did make the decision to put it on non-accrual, but we're actively working on some strategic alternatives with that company, as we speak.

Great. And as a follow up question on or the portfolio yield seem to be holding up relatively well. Is this better than you expected? Or worse? I mean, and what do you attribute that to?

I think it's in line with what we expected. If you look at the guidance that Seth has given, I think since Q1, we've guided folks to 11% to 12% core yield. Last quarter we were at 11.5%. This quarter, we're at 11.3%. So really right in the middle of our core yield guidance. Right now 98 plus percent of our entire portfolio is at its contractual interest rate floor. So as we've said, there really is no further yield degradation or interest rate degradation that we expect to see. And in situations where we have opportunities to make accommodations to our companies, as long as they are performing, we're obviously trying to take advantage of getting some additional yield where appropriate to help keep that core yields within our target range of 11% to 12%.

Great. And then what's the spillover income for the quarter?

For the quarter, so we have $0.68 per share. That is still over this cumulative though. For the quarter, we paid out earnings.

Great. That's it for me. Thanks, guys.

Thanks, Chris.

Next question comes from Ryan Lynch from KBW. Your line is open.

Hey, good afternoon, and thanks for taking my questions. First of all, just wanted to step back and just talk about the broader venture capital ecosystem. It's been pretty surprising 2020 how strong that you ecosystem been, you guys provide a slide that venture capital investment activity is already surpassed what it did in 2019. And fundraising is basically, already a big hit in 2019. Just what do you attribute the strength of this market, despite obviously the tough economic backdrop?

I think when you look at the venture market, going back 20 plus years, it's always proven to be very resilient. There were certainly a couple of periods where you saw significant pull backs. But since sort of the pullback that you saw for 12, 13, 14 years ago, you've seen very consistent steady growth in a couple of different market environments. I think the other thing that you're seeing now is when you think about what's going on, at sort of a global level, there's just a tremendous transition to technology enabled solutions at all levels of corporations. And so the demands for technology, the demand on the life sciences side for innovation, and new drugs and new therapies, doesn't really get impacted by COVID, right. And so that's why you're continuing to see a tremendous amount of these two capital and public equity capital flow into these types of businesses.

Okay. Makes sense. And then this quarter, I mean, historically, your guys, unfunded commitments have bounce around, but generally been around $150 million, this quarter it jumped out to $243 million of unfunded commitments. Is there any change and kind of the nature of how you guys are making commitments? Are you guys making new investments with larger commitment sizes? Or is that just more a greater volume or greater number of commitments that were just made recently that that's making that number a little bit higher than it historically has been?

Yes, right. I think it's the latter -- certainly no material change in terms of how we're underwriting or how we're thinking about things. If you look at the business over the last five years, our unfunded commitments, as a percentage of our total assets has always been somewhere between 6% and 12%. Right now, it's about 9.5% or 9.8%. So still very much in line with where it has been. The change quarter-over-quarter was really driven by a few of those companies that I had referenced earlier, where these were larger, later stage, more substantial companies that have very strong balance sheets. So when we were structuring those deals, we use probably a little bit of a higher percentage of unfunded commitments than we typically do. But it's certainly not indicative of any general or material change in terms of how we're underwriting or thinking about credit, longer term.

Okay. Those are all my questions. I appreciate the time this afternoon.

Thanks, Ryan.

[Operator Instructions] The last question comes from the line of Casey Alexander from Compass Point. Your line is now open.

All right. Good afternoon. Just a couple questions. One, I think the press release refers to the fact that you did sell some of your equity positions during the quarter. Were there any of the larger positions liquidated during the quarter? And are you doing that to sort of reduce the volatility of the portfolio?

Yes, we did not sell any of the larger, more substantial equity positions, the few modernizations that we had in Q3, were just a handful of smaller, less substantial names.

Okay, great. The, the new SPI subsidiary requires a funding commitment of $87 million of equity. How do you plan to do this? Because I'm not sure I remember how you did in the past, we do a portion of an equity and then take down some debentures against that or we fund the whole equity, invest that and then start to take down the debentures. What's your plan there?

The former Casey, so you had it right at the beginning. So what we'll do is, as we want to draw down the debentures, we'll put in additional equity into the SPV and draw down what we need as we need it. So we have that ability to kind of lever it up.

Alright, great. Lastly, and I probably wouldn't ask this question if you were an externally managed PDC. But you know, you're discussing about a remote working environment, has the Hercules team learned to work smarter? Could that result in a reduced real estate footprint for the company and some operating efficiencies over the longer term?

So, TBD? I mean, we're still trying to all figure this out. And as I think all organizations are, and like other organizations, we have long term lease commitments. And we'll evaluate it as we see what the duration of this eventually emerges. But I wouldn't commit to any efficiency at this time related to leasing and square footage and things like that. That could emerge over time. We certainly see other organizations that are taking that decision. But at this time, we have not.

Okay. All right. Thanks for taking my questions. I appreciate it.

Thanks, Casey.

[Operator Instructions] We do not have any questions at this time, sir, please continue.

Thank you, operator and thanks to everyone for joining our call today. We look forward to reporting our progress on our next Q4 and year end earnings call. Also, we will be virtually attending the JMP Securities Financial Services and Real Estate conference and the Jeffrey's Fifth Annual European BDC summit in November. If you are interested in meeting with us in any of those events, please contact JMP Securities or Jeffries for their respective events or Michael Hara. Thank you and have a great day.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.