Good day, and welcome to the TriplePoint Venture Growth Second Quarter 2019 Earnings Conference Call and Webcast. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Christopher Gastelu, Interim Chief Financial Officer. Please go ahead.

Thank you, Ashley, and thank you, everyone, for joining us today. We are pleased to share with you our results for the second quarter of 2019. Here with me are Jim Labe, Chief Executive Officer and Chairman of the Board; and Sajal Srivastava, President and Chief Investment Officer. Before I turn the call over to Jim, I would like to direct your attention to the customary Safe Harbor disclosure in our press release regarding forward-looking statements and remind you that during this call, we will make certain statements that relate to future events or the Company’s future performance or financial condition, which may be considered forward-looking statements under federal securities law. We ask that you refer to our most recent filings with the Securities and Exchange Commission for important factors that could cause actual results to differ materially from these statements. We do not undertake any obligation to update our forward-looking statements or projections, unless required by law. Investors are cautioned not to place undue reliance on any forward-looking statements made during the call which reflect management’s opinions only as of today. To obtain copies of our latest SEC filings, please visit the company’s website at tpvg.com. Now I’ll turn the call over to Jim.

Thanks, Chris, and good afternoon, everybody. The second quarter represented not only another good quarter, the term that we’ve been using to describe the past several quarters, but the quarter was truly a great quarter. Our business continued with its ongoing strong performance and returns and this quarter we’re pleased that our results also reflect and demonstrate the power and value of the warrant kicker, the component that we receive as part of the loans we make in our venture lending business as well as the direct equity investments that we make in some of our portfolio companies. Once again, we generated a quarter of strong earnings and more than covered our dividend. We’re making great progress on all fronts with our earnings growth in net assets, originations, funding activities, ROE, size of our originations pipeline and the growing portfolio. In fact, our portfolio reached almost a $0.5 billion in size. This is the highest since our IPO. IPO and M&A activity has increased in our portfolio and we’re particularly encouraged by the number of portfolio companies that are currently planning future IPOs and acquisition activity as well. Collectively, all the signs bode well for the remainder of 2019 and we remain excited on the outlook for continued growth in the portfolio. Here’s a few of the highlights. Our earnings per share more than doubled over the quarter of a year ago. We earned well in excess of our dividend from an NII perspective. We continue to post attractive portfolio yield with a 16.5% weighted average portfolio yield on our debt investments including prepayments. This was the exact same weighted average portfolio yield that we had last quarter as well. We had a notable unrealized gain this quarter from an IPO at one of our portfolio companies and we actually…

Thank you, Jim. Happy anniversary and good afternoon, everyone. During the second quarter, we signed $204 million of term sheets at TriplePoint Capital, closed $98 million of debt commitments with nine companies and added five new companies to the portfolio at TPVG. The first was Talkspace, which is an online and mobile therapy platform, matching patients with licensed therapists and psychiatrists. Talkspace has raised more than $100 million of capital from Norwest Venture Partners, Spark Capital, Steve Case’s Revolution and other investors. Imperfect Produce is an online grocer, creating a more sustainable food system by sourcing Imperfect Produce and surplus food directly and delivering these goods to consumers through a customizable subscription service. Imperfect has raised more than $47 million of capital from Norwest Venture Partners, Shasta Ventures, Maveron and other investors. Transfix is an online freight marketplace that uses algorithms and machine learning to provide full load shippers better prices and truck owners with more attractive routes. Transfix has raised more than $78 million of capital from New Enterprise Associates, Canvas Ventures, Lerer Ventures, and other investors. Curology is a direct-to-consumer subscription-based service offering prescription-based skincare products. Curology has raised more than $20 million of capital from Forerunner Ventures, Sherpa Capital and other investors. Finally, Bird, which operates as a dockless electric scooter company developing a vehicle sharing platform. Bird has raised more than $270 million of capital from Sequoia Capital, Accel Partners, CRV and other investors. As Jim mentioned, we achieved a record level for our investment portfolio this quarter as a result of funding $72.5 million of debt investments with 13.8% weighted average yield on new fundings to 13 companies. That 13.8% yield on new fundings is up from 13% last quarter. We also funded $1.7 million of equity investments in five companies. During the quarter, we…

Thank you, Sajal. As mentioned by Jim and Sajal, this second quarter was another strong quarter for TPVG. Second quarter total investment and other income was $18.9 million, it increased 14.4% compared to the second quarter of 2018. Our investment portfolio generated a weighted average yield of 16.5% during the quarter, including prepayments and other activity, 13.7% without. This compared to 17.2% and 13.9% in the second quarter of 2018. The increase in total investment income relative to the prior year was primarily due to portfolio growth and to a lesser extent the favorable impact of the rise in benchmark interest rates. Expenses during the quarter were $8.8 million, consisting of interest and fee expense of $3 million, base management fees of $2.1 million, income incentive fee of $2.5 million and administrative and general expenses of $1.2 million. Expenses increased approximately 14.4% over the second quarter of 2018 when they totaled $7.8 million and were comprised of $2.5 million of interest in related expense, base management fee of $1.8 million, income incentive fee of $2.2 million and administrative and general expenses of $1.2 million. The increase in expenses was largely related to asset growth, which impacts management fees, higher average debt outstanding and higher incentive fees associated with performance. Net investment income for the second quarter was up 15% to $10.1 million or $0.41 per share compared with $8.8 million or $0.50 per share in the second quarter of 2018. The increase in NII was driven by portfolio growth, while the decrease in NII per share relates to a higher share account and the higher level of prepayment income on a per share basis realized in the second quarter of 2018. We had nominal net realized losses of $17,000 in the second quarter, which related to foreign exchange effects on…

Thanks again, Chris. At this point we’ll be happy to take your questions. Operator, can you please open the line?

[Operator Instructions] Your first question comes from Finian O’Shea, Wells Fargo. Please go ahead. Finian O’Shea: Hi, guys, good afternoon. Thanks for taking my question and congratulations on the quarter and the anniversary. Question on a couple of the portfolio names downgraded Roli and Mind Candy. You footnote that part of those loan structures have become past due. So can you kind of comment first sort of high level given the robust venture capital environment, sort of what that might mean for companies that couldn’t sort of find a solution or catch a bid from a new venture sponsor perhaps. And then, more on the ground level, what sort of game plan you’d have for a company, that still holds some value according to your mark but is obviously past due on the loan per se. Thank you.

Yes. Hi, Fin. I’ll start and then Jim, Chris, please jump in. So Fin to answer your question generally, when there are delays in fundraising activity, we collaborate with the sponsors and be helpful where we can. And in certain situations that may be delaying payment or deferring payment and then our expectations are for either full catch up of the payment post – strategic event occurring or those may get added to principal balance. So generally that’s our rule of thumb is we may delay or defer payments during those extended periods for the rounds or the strategic processes to happen. And then once they do caught up and then occur. Finian O’Shea: Very well. Thank you for the color. And then we can do another name on Imperfect produce. It’s sounds like sort of one of these delivery services of – perhaps not widely distributed food. Those businesses, I mean, at least on the headlines sense haven’t held up very well in some cases. And also that name, I think you mentioned has raised $47 million, which is on the lower end. I think, of companies that you’d typically finance on their life spend. Can you kind of give us some color on the asset value, the intellectual property value on that name?

Yes. Let me comment generally on maybe our consumer companies and talk more specific. Maybe first, I guess Fin is, when it comes to capital raising activity, we only share information that’s in the public domain. And so to the extent that, for many of our companies, those rounds may actually not be announced, may not have been announced. And so we’re not going to preempt generally any company and their capital raising activities. And so, again, equity round activity that we disclose is only information publicly available. Secondly, again, if you look to our core thesis of companies that are rapidly growing, minimum revenues of $20 million. So in particular as we look to e-commerce companies or consumer companies and those that may have historically raised or publicly raised lower amounts of equity capital, most of them are ridiculously efficient and have revenue growth rates and significant scale and enterprise value that are beyond the capital bases – their equity capital basis. So my takeaway is you’ll be freaking impressed by the profiles of our companies. In particular, some of the names you’ve mentioned, just given the growth and the infrastructure they’ve built. I’d say last point of grocery in general, you’re absolutely right. I’d say 20 years ago, the approach that many online grocery companies took were capital inefficient. And the great news is, the next generation of companies have learned and are piggybacking off the knowledge gained to be more efficient, have solid unit economics and great support from investors. Finian O’Shea: Sure. Thank you for the color. And just one more small and if I may. On Medallia, which IPO-ed post quarter as you noted, were there any additional rights to invest? Would we expect additional exposure post quarter or should we go by what we see on the June 30 profile.

Hey, Fin, it’s Chris. Yes, you should go by the June 30 profile in terms of our holdings. Finian O’Shea: All right, thank you guys again.

The next question comes from Matthew Howlett, Nomura. Please go ahead.

Hey, guys, congratulations. Thanks for taking my question. Just want to walk through just as look at the back half of the year, I know earlier the year you gave some guidance on the $75 million to $150 million of funding. I know there’s going to be obviously prepayments hit for in there. And then you said, you think, you’re going to utilize the revolver at some point, your term out to debt. So just maybe walk me through, I mean, you still expecting, I know we’ve always said one prepayment look at that, but could – is there any more clarity on sort of funding plus prepayments and how long it will take you to get up to that blend that leverage 10 target. Can we see by the end of the year?

I’ll start and then Jim, Chris, please jump in. So absolutely no change in terms of the guidance that we’ve given it for quarterly fundings for second half of the year minimum $75 million, we hope this high as $150 million. As you know, the second half of the year is the busier time of the year for our portfolio companies and as they kind of boost balance sheets for capital raising activities, year-end audit and financials, things of that nature. So we continue to feel very confident for meaningful portfolio growth over the second half of the year. I think with regards to prepays, we continue to feel confident about one prepay on average a quarter. We’ve obviously had I think, two or three Q2, to three in Q1. So we’re not using those to average to one. We currently have no – we have not had any prepayments so far here in Q3. We have no known knowledge as of right now of any prepayments underway. But again, those things usually materialize towards the end of the quarter. And yet, we are feeling given the pipeline, the backlog with the unfunded commitments and the visibility that we have of getting to the target leverage by the end of the year.

I can’t really add to that. So I’ll just embellish by and reinforced by saying, again, one – sometimes one to two per quarter is always been our guidance and we do like and expect prepays as part of this great model and good contributors to return and obviously, pickup some prepayment penalties at the same time. Given the pipeline, we’re going to continue and see strong growth in the portfolio here, but by year’s end. That’s the model.

Yes, tremendous momentum and I think you said that it’s been a couple of years since you access to the bond, the term market there and certainly, your bank are recognizing that with the increase in the facility. Any sense on the appetite to term out some debt and could you see an improvement from when you came back a couple of years ago?

Yes, great question. So I’d say one is a good indicator is our daily bonds are trading. Well, trading above par. So that’s a good indicator. We’re glad. We did not rush to leverage up given today’s fed announcement. So again, I’d like to say that we continue to show our discipline in terms of capital raising, I don’t say, we’re just in time where we’re thoughtful when it comes to when we’re not going to be pressured to raise capital just because the stock may be trading a certain way or the bond and maybe trading a certain way, we’re doing it based on the funding needs of the business. We’ve got great long term support from our credit facility lenders stepping up and providing us, again, the largest single warehouse facility in the venture lending industry. So we’re proud of that. We have parties that are interested to help us with the accordion. So we’re excited to pursue that. And then I think, as we drive utilization. We’ll explore what’s the right way to take out. Is it the long term debt, is it securitization? And so we’re just again focused on building a quality portfolio, scaling it up, and then we’ll be mindful of how best to diversify the balance sheet.

Great. And then last question, I know you have a real stable lending platform, but we get excited when we see some of these warrant realizations coming out. And I know you can’t get something like CrowdStrike every time, but any sense on what’s in registration in the portfolio? Well, what could come maybe public, I know, you can’t give any specific names, but it seems like we’re in the small – the right part of the cycle. And you guys were there. Just curious on what you’re seeing in terms of liquidation events on the portfolio.

Yes. No, I mean, I’d say our – definitely our – at the end of the day, it’s what our entrepreneurs and our VC partners. They’re the ones that drive the exit activity. The great news is that our VCs are in it for the long call. They’re not here to make a quick killing. So to speak on the investments, they’re investing in industry leading multi-billion dollar potential companies. I would say, there’s no doubt that our entrepreneurs and VCs are mindful of the current funding environment both on the private basis and in the public’s and in the M&A. And I think those that see the ability to drive further value in and make some interesting realizations are exploring it. I would encourage you, maybe Google some of our larger portfolio companies and you can see those that have some chatter with regards to exit activity. But as Jim said, there are definitely others that are exploring, considering and working on exit activity events.

Great, guys. Thanks a lot and congrats.

Your next question comes from Casey Alexander, Compass Point. Please go ahead.

Well, good afternoon and also again, congrats on the 20 years and on some incredible successes this quarter. I think I know the answer to this, but could you explain why there’s no capital gains, incentive fee accrual, given the unrealized gains did you had in the quarter?

Yes. Sure, Casey. This is a Chris and thanks for the question. So essentially the short answer is that the cumulative gains, it’s a lifetime test that we haven’t seen as the threshold yet, and that maybe a little hard for you to discern because we did revise some of our accounting a couple of years ago, so you don’t necessarily see the – see that show up in the balance sheet.

So you still have tax book losses that you can apply to gains too, even though they’re not on the balance sheet?

Yes. Right now, well, that we’re not as – you kind of flipped subject to tax. We’re talking incentive capital gains incentive fees here. Well I mean…

Not been on the balance sheet, how would we know how to model expected capital gains?

Yes, I think maybe simplified. It’s – we’ve had historic realized losses, and these gains are of or those realized losses are offsetting the incentive fees associated with these capital gains, Chris, is that the simple way to say?

Another way, yes

Right. But without it being on the balance sheet, how much do we know is there? I mean, I know this, I had this conversation with Andrew Olson when this was done, and this was a part of the conversation that we had that when you remove those losses from the balance sheet, we don’t know what sheltered or not.

Yes. So we can get maybe more detail offline, but I think the gross numbers was we had, it was about $20 million up prior to this quarter. So you could see that this quarter didn’t quite overcome $20 million yet.

Okay. Just correct me if I’m wrong, Chris. But I think in our footnotes and the Q, there is a statement about the cumulative realized losses in the [indiscernible]. Yes, go ahead.

I was going to say we can maybe get to more detail off-line

Okay, that’s fine. Secondly, Medallia at the second quarter, the mark was 610,000. Do you know what that mark related to in terms of a price per share for Medallia? I mean we can see where it’s trading now, but the IPO didn’t happen until the third week of July. So it’s hard for us to tell what that 610,000 relates to in terms of a mark.

Yes. So I think if you just look at that number relative to the shares that were holding that gives you that answer. And just with respect to the approach there, call that it was known that they were going public during the quarter, they had confidential financial filing and I think they might’ve even posted the price range before quarter. And maybe I’m off on that, but the rules relate to us. Since the IPO occurred prior to the publishing of the financial statements, we were able to give some factor in a little bit, the outcome of the IPO and coming up in striking as fair value mark at quarter end.

Okay. On MapR do you know – I understand that it’s in some sort of a sale process, but do you know what the residual value of the equipment that is under the equipment lease is compared to what the valuation is that you’re carrying it at the end of the quarter?

Generally, Casey, we’re financing mission critical equipment, servers, furniture, hardware, data center equipment. And so the fair value mark that we put for the quarter is our expected recovery factoring in, residual value, payments from potential M&A and things of that nature. But generally speaking, hardware residuals are anywhere from 10% to 30% of original costs if you look at the historic hardware lease financing data.

Yes. And these have been paying down for quite a while, right?

Correct. Correct.

Yes, okay. All right. Thanks. Thanks for taking my questions.

Thank you.

Your next question comes from Christopher Nolan with Ladenburg Thalmann. Please go ahead.

Sajal, for the $75 million to $150 million growth that – was discussing, is that for portfolio growth, not just funding before prepayment.

That’s funding, thanks Christopher. Correct. That’s pre – prepayments.

Okay. So, are you guys still targeting for the $300 million to $600 million growth or it sounds like you’re coming in below that?

Well, $300 million to $600 million of total fundings for the year offset by prepayments we’ve had roughly $90 million of prepayments here today.

Got you. And in your comments, I heard that you guys are talking about using long-term debt possibly. Given the interest rate environment, I mean, at least for the balance of the 2019 should we expect you to just to use the credit facility more actively or…

Yes. No, I mean, yes, right. Especially, after today, right. So again, for us, it’s a – it’s bound you want to make sure we have sufficient funding capacity. and so it’s a balance of opt – we don’t want to over optimize. We want to make sure we have sufficient liquidity. I mean the good news right is with a 16.5% yielding portfolio, we’re somewhat indifferent with 25 bps, 50 bps changes in fed rates. And so it means deploy more capital, deploy more deals. But yes, we want to be mindful of making sure we don’t rush to raise leverage and lock ourselves into higher cost, long-term capital if we expect rates to come down.

Final question. Are you seeing more entrance into the venture debt market?

It’s a question without coming across the wrong way that people ask almost every month and it’s been – I want to say 20 years now since our anniversary. So, there’s always speculation, there’s always talk – there’s always all kinds of folks in the so-called venture lending business or about to jump into it in. At least the market that we serve again, which is working with just a defined group of select venture capital investors, leading ones associated with some of the biggest tech life science successes to the past several decades. In the market we serve, there has been no change of imperceptible, no change at all. So maybe, out in the larger market this thing is going on but not in our market, and you can tell that by looking at our pipeline and our deal flow in our business.

Okay. Thank you, Jim.

Your next question comes from Ryan Lynch, KBW. Please go ahead.

Hey, good afternoon, and thanks for taking my questions. The first one, you’ve talked about CrowdStrike and a couple other names, it obviously, seems like a very healthy IPO market and venture capital market. in general, you saw the benefits of this quarter and probably, next quarter with the big move up in CrowdStrike. I’m just wondering with that sort of very healthy IPO market and venture capital market, we saw the benefits, but are there any dynamics that that presents some issues, a couple I can think about would be guys IPO versus taking on venture debt, because the IPO markets are open or companies maybe pre-paying quicker, because those markets are open, which could hurt portfolio growth. Just trying to think through, there are obviously some positive dynamics, but what are some of the struggles that occur with a really healthy IPO market and venture capital market today?

Yes, I mean, very thoughtful question, Ryan. So, I would say interesting takeaway or the way that our – we look at it is when you see robust M&A and IPO activity, what our data shows is that it actually causes other companies to accelerate, to move faster, right? And it shows that hey, we need to run faster, grow faster to potentially pursue an exit event faster and sooner. And so what does that mean? These are cash burning companies that means that they need to spend more in order to spend more, they need more capital. And so that’s really where the – we would argue the value proposition of venture debt in particular is the greatest, because it enables those companies to raise more capital for that growth acceleration without setting evaluation like an equity round does, which then would be what the basis for an M&A or an IPO. So, I’d say high level, we think there’s a benefit as it causes more demand as companies want to kind of accelerate growth. On the other hand though, as you point out, these companies may not be around for as long and the journey may not be as long. And so that may delay or cut off a long-term potential customer down the road. But again, if you look at the data, the average time for M&A and IPO for a venture backed company although it’s come back a little bit, it’s still between seven and nine years. And so from that initial funding, so it’s not like prior times, where that acceleration to the exit event was a year two or three. So, it still represents strong opportunity for venture debt. I think the last point though is to the extent that we’re in a robust equity environment as we saw in 2017 and in here now and then if companies choose to go the equity path top off rounds of financing maybe to set valuation prematurely, then yes, that does cause either them to prepay our debt, delay drawing an unfunded commitments or not potentially utilize our debt at all. And so again, it’s multiple levers, but at least given the pipeline and the data points that we’re seeing, we’re feeling really good that it’s just causing kind of the entire ecosystem to pull itself up, run faster and burn a little more capital and need more capital.

Okay. Now that makes sense. It’s very helpful. Thoroughly answered. One other question I had, if I just look at the year-to-date highlights, you guys closed about $290 million of new commitments year-to-date and have funded about $163 million. So, can you just walk through maybe, historically, what percentage when you guys make a new commitment, what percentage of those commitments actually end up funding down the road? If you have kind of a ballpark figure with that. And then also, I know some of those commitments, they’re milestone based. So obviously, if they had the company doesn’t hit their milestone, it won’t get funded. But maybe, can you talk about some of the other reasons why you make a commitment? It eventually doesn’t end up in the funded category.

Great question. So let me start up and let Jim, jump in. So I’d say the fundamental data point for Ryan, for everyone, for the TriplePoint approach is we fundamentally lend to great companies that are recently raised around of equity financing. So, we lend to companies that have cash. So, we are not last minute bridge financing, we – and that’s a strategic part of our approach lending to companies that have recently closed around a financing. It validates investors, supported, validates enterprise value. It validates your LTV CALC, right? And so we then provide our commitments to those companies generally with 12 months to 18 months availability period to burn through some of that equity capital that they’ve raised and after they’ve burned through that capital, use our venture debt to give them more runway, so that they can achieve more round – sorry, more milestones and command a higher valuation, be it in that next equity round, be it in the IPO or be it in an M&A. So again, we’re that lighter fluid financing to help them maximize valuation for that next event. So, what happened sometimes, or so that the general thesis of how we approach our approach to the lending of lending to companies with cash, and the fact that they delay typically the time that they use our debt, typically towards the middle or the end of the availability period. And so we expect generally, when we commit to accompany that a small percentage will draw close, because again, of the meaningful liquidity they have day one and that we’ll expect to see some initial utilization between month six and nine, and then the maximum if not the majority of the utilization towards the end of the availability period before it expires. And that’s why we report when the unfunded commitments expire, because we think again, there is a correlation to expiration and utilization of our unfunded commitments. I would say we used to say the rule of thumb was 75% of our unfunded commitments would get utilized before the end of the availability period. I think given the robust private equity environment or fundraising environment that we’re in, the data shows, it’s more like in the 50% to 70% utilization of unfunded commitments, get utilized before they expire. but then when you have robust equity activity as we saw in 2017 and in parts of 2018, when those companies raise rounds a little bit early, they generally, then don’t need the debt financing that’s available to them and they may ask for us to extend availability or we terminate and then revisit like we use the halftime analogy and come back 12 months later in the third or fourth quarter.

Yes. I think that’s well said in the covers then some other uses, acquisitions and so forth that our companies use these lines for. But I think that covers it very well.

That makes sense. And that’s really good color. Those are all the questions that I had today. a great quarter, I appreciate the time.

Thank you.

Your next question comes from Casey Alexander, Compass Point. Please go ahead.

Hi. Just a quick follow-up, knowing that the fed did cut rates today and so that does affect the prime rate, when does that take effect on your loans? Does it take effect immediately or does it take effect at the end of the third quarter?

Okay. It takes effect immediately, but keep in mind, we do set prime floors for all your companies. and so to the extent that loans were originated in a prime at 5.5%, they’d have prime at 5.5% to the extent that they were loans, earlier in 2018, they would have lower – they would have prime floors. That said, then current prime. So that’s why we think we’re well positioned in a decreasing fed rate environment to withhold the portfolio yield given those prime floors.

Okay. So, all right, great. Thank you.

This concludes our question-and-answer session. I would now like to hand the conference back over to Jim Labe for any closing remarks.

Thanks. I’ll close again by expressing my appreciation to all of you for your continued interest and your support in TriplePoint Venture Growth and attending I guess, our 20th Anniversary month here between the co-founders and hope we share our enthusiasm and excitement heading into the back half year of 2019 and what we believe is going to be a truly strong finish for the year. Thanks and I will speak to everyone again, soon.

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.