Good day, everyone, and thank you for standing by. Welcome to the Carlyle Secured Lending, Inc. Second Quarter 2023 Earnings Call [Operator Instructions]. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Daniel Hahn. Please go ahead.

Good morning. And welcome to Carlyle Secured Lending second quarter 2023 earnings call. With me on the call this morning is Aren LeeKong, our Chief Executive Officer; and Tom Hennigan, our Chief Financial Officer. Last night, we filed our Form 10-Q and issued a press release with a presentation of our results, which are available on the Investor Relations section of our Web site. Following our remarks today, we will hold a question-and-answer session for analysts and institutional investors. This call is being webcast and a replay will be available on our Web site. Any forward-looking statements made today do not guarantee future performance and any undue reliance should not be placed on them. These statements are based on current management expectations and involve inherent risks and uncertainties, including those identified in the Risk Factors section of our annual report on Form 10-K. These risks and uncertainties could cause actual results to differ materially from those indicated. Carlyle Secured Lending assumes no obligation to update any forward-looking statements at any time. With that, I'll turn the call over to Aren.

Thanks, Dan. Good morning, everyone, and thank you all for joining. I will focus my remarks on three topics for today's call. I'll start with an overview of our second quarter results. Next, I'll touch on the current market environment. And finally, I'll conclude with a few thoughts on our investment activity and current positioning. Starting off with earnings. We continue to see the benefit of higher base rates and attractive pricing on new investments, generating total net investment income of $0.52 per share for the quarter, which is up 30% year-on-year. Our net asset value at June 30th was $16.73 per share as compared to $17.09 for Q1. As Tom will detail later, the change in NAV for the quarter was primarily driven by a markdown on one of our healthcare services investments that was partially offset by earning NII in excess of the dividend. We declared total Q3 dividends of $0.44, consisting of our $0.37 base dividend plus a $0.07 supplemental, both of which were in line with the prior quarter. Although we are pleased with the quarter's earnings, we remain focused on the credit performance of the overall portfolio. The credit fundamentals of our portfolio, in the aggregate, have continued to perform well with revenues up more than 30% and EBITDA margins largely flat year-over-year despite inflationary pressures to the economy. And importantly, our borrowers have reported consistent quality results as we have not seen a meaningful increase in noncash addbacks and interest coverage remained stable. This gives us comfort in the strength of our portfolio. Turning now to the current market environment. We saw the key trends discussed on our last call continue through the balance of the second quarter. Terms and pricing leaned favorably to lenders and deal activity in high yield and syndicated markets…

Thank you, Aren. Today, I'll begin with a review of our second quarter earnings, then I'll discuss portfolio performance and I'll conclude with detail on our balance sheet positioning. As Aren previewed, we had another strong quarter on the earnings front. Total investment income for the second quarter was $60 million, up 3% from the prior quarter. This increase was primarily driven by higher benchmark rates. Total expenses increased in the quarter from $33 million to $34 million. Similar to last quarter, the increase was primarily driven by higher interest expense from rising base rates. The result was total net investment income for the second quarter of $26 million or $0.52 per share, up 4% versus prior quarter. Importantly, this recent level of earnings is materially above our quarterly core earnings from 2022. Our Board of Directors declared the dividend for the third quarter of 2023 at a total level of $0.44 per share. That's comprised of the $0.37 base dividend plus a $0.07 supplemental, which is payable to shareholders of record as of the close of business on September 29th. This total dividend level of $0.44 allows us to build NAV in the face of an increasingly complex macroeconomic environment. At the same time, it also represents an attractive yield of over 10% on NAV and over 11% on the latest share price. And the $0.52 of NII that we earned this quarter equates to a 12% plus return on 6.30 NAV. In terms of the forward outlook for earnings, we see stability at this $0.52 level based on the combination of current benchmark rates and attractive economics on new deals. So we remain highly confident in our ability to comfortably meet and exceed our $0.37 base dividend and continue paying out supplemental dividends each quarter. On the valuations,…

Thanks, Tom. I would like to finish by highlighting the consistency of our investment approach and reiterate our overall strategy. We are focused on primarily making investments to US companies, backed by high quality sponsors in the middle market. The median EBITDA across our core portfolio at the end of the first quarter was $72 million. Our approach allows us to remain focused on disciplined underwriting, prudent portfolio construction and conservative risk management. Our portfolio remains highly diversified and is comprised of over 170 investments in 130 companies across over 25 industries. The average exposure to any single portfolio company is less than 1% and 94% of our investments are in senior secured loans. So we feel very well positioned in the current environment. I'd like to now hand the call over to the operator to take your questions. Thank you.

[Operator Instructions] And our first question comes from the line of Melissa Wedel with JPMorgan.

This is A.J. on for Melissa. I have a question on capital returns. First, how are you all thinking about share repurchases going forward? And then given that you're outearning the dividend, could we see a special dividend at the end of the year?

On the share repurchases, we take a close look at where our current trading price is and that's certainly a big factor in evaluating the level of repurchases. You can see this last quarter, we're trading up in the 90%, 95% of NAV territory. We've stated in the past that if we got that level, we'd certainly look to curtail the buybacks, and that's certainly what you saw this past quarter. We'll continue to evaluate where the stock is trading as well as looking importantly at our overall flow, that's something we keep a close eye on and we want to be mindful of. When we talk to investors, some of them say, hey, get those buybacks. Yes, depending on level accretion, but we also want to make sure we've got good float in that stock. So historically, we've purchased over $150 million. We've been very supportive over the years. I think based on the current level of trading, we're certainly going to look to mitigate that a little -- maybe go over a little bit smaller just based on the current trading levels. In terms of the dividend, we've noted we're focused on retaining some of that NII and that's what we've done historically. When you look at our level of returns, we feel really good at that $0.44 level in terms of delivering really solid returns on both NAV and the current share price. As we, say, stockpile some of that NII, we're going to look at do we potentially -- it wouldn't potentially be this year, perhaps next year, we maybe required to pay a special dividend just based on the 90% payout requirement. So that's something we're going to take a look at. But otherwise, I think we'll continue to retain that NII payout, that $0.44, based on what we see as a -- feeling pretty good about -- assuming benchmark rates stay where, that earnings $0.50 to $0.52 per share.

And then just one more. Can you walk us through the Bayside restructuring?

That was a transaction -- it's a typical restructuring where the lenders took a write-off of debt in exchange for majority equity in that company. So you'll see that there's multiple levels of debt now on the SOI as well as equity that we're marking as zero. There are the different tranches, there's a holdco loan and as well as two different loans at the operating company level, that's where you see the multiple line items in that capital structure.

[Operator Instructions] And it comes from the line of Bryce Rowe with B. Riley.

I wanted to maybe ask about portfolio activity, originations and repayments here for the quarter. Just kind of curious how the pipeline looks and the repayment and sales activity exceeding originations. Just curious how kind of intentional that was, or was that kind of more normal course in terms of the repayment activity?

Bryce, I'd characterize it just as normal course.

So I would say, look, we view the world -- there are some strategic decisions that we make in any given moment. We have a portfolio. Today, I've mentioned in my opening remarks, if you think of sort of the three big places that we're focused, we're focused on farming the portfolio so that we can get more out of it, we're focused on the One Carlyle sourcing opportunities, and we're being exceptionally picky when it comes to just regular way sponsored finance. Now if our goal today, and you'll see, I think year-to-date our average spread that we have originated transactions on is somewhere between 6.70 and 6.80, significant premium to last year, our goal is focused on improving the portfolio at every moment. So when we're thinking about what's being repaid, and over the next year we have a fairly detailed model of everything that is up for maturity, we're at all times thinking about replacing what's being repaid which, on average, has a 5 on it with sort of 6.50 to -- and above spreads with fairly tight docks. So the bottom line is we're not -- I know that this is a constant conversation on private credit land, we're focused on quality and portfolio construction. So to be fair, and the previous question also touched on this, we're fine holding a little bit more cash to make sure that we have a very steady, battle tested kind of cap structure and balance sheet here and we're improving our portfolio. So yes, we're -- as things come off, we don't have -- we're focused on quality, not quantity.

And kind of reading into that, is there an expectation that maybe we see balance sheet leverage compress a little bit more versus relevering up over the, I don't know, over the next six months or so?

So when we think about, and we could obviously talk about this off-line as well in further detail, but this is sort of a kind of a 3D chess match that we're playing. So we're thinking about -- Tom just mentioned it, we bought over the course of the last year and half, two years almost a little over 23% of our float back, which is $0.65 in total accretion. We've held back on NII and been able to take leverage down a little bit so that we can actually have more dry powder but also take less risk in this market. We've tried to focus on higher quality names while repaying some of the older vintages. So to the point, we are quite frankly thinking about all of it and trying to create the best portfolio we can. So the answer is we are -- all of these things are under consideration.

And then maybe last one for me. Just thinking about capital structure, seeing debt capital markets kind of start to open back up here really over the last month. You've got maturities at the end of next year, so a decent, decent ways away. But just kind of curious how you're thinking about capital structure? Maybe any commentary around the preferreds too, would be helpful.

Are you sitting here in our office, you must be sitting here in our office and our planning sessions thinking about everything. Tom, do you want to start and I’ll…

We're in constant dialog with our banking relationships. In fact, it was -- we had a meeting less than two months ago. It was like, hey, the public market has shut. Well, guess what, it's opened very quickly. So we're certainly considering various options. We're mindful of those maturities at the end of 2024. We're always looking at what's the best -- optimizing the capital structure, diversified capital structure and looking at the prefs, looking at potential public bond offering and getting the right mix in the capital structure. It's something that we have constant dialog and we'll continue to assess and do what's best for our shareholders.

And in terms of the -- as Tom said, we're kind of focused holistically and everything I've mentioned and Tom mentioned kind of all works together. And the prefs, we're in constant contact and dialog with Carlyle [proper] as well as the Board and thinking about how to think about that as a long term part of our cap structure. Right now, if you look at the comparable preferred trades in the market, quite frankly, our pref is at 7%, which is about 200 basis points cheap to what the comparable -- where trades are today. So it's actually a pretty good piece of paper as it stands. But we are, along with the unsecureds, thinking about long term shareholder value. So stay tuned.

[Operator Instructions] Our next question is from Arren Cyganovich with Citi.

Maybe you could talk a little bit about your investment pipeline, how that's flowing in the competitive environment you're seeing from other BDCs or nonbank competitors?

I'm going to take your questions because I liked your name, you're Arren. So I'd say if you think about -- and I mentioned it two questions ago. If you think about the three sleeves of where we source capital, one, you have the sponsor market. Sponsor market is quite busy. Obviously, the BSL market is still choppy, high yield market is coming back a little bit, but it is quite busy. I'd say, our average deal in our portfolio is kind of low $70 million of EBITDA. I'd say the large market transactions that we've seen are priced a lot more competitively today. And so we're kind of shying away from those to be able to get better terms and better rate down in our core mid-market. But we are being quite selective in terms of sponsor. The One Carlyle sort of sourcing channel, there's been some transactions that we've announced over the last week or two. Those were -- those transactions are less sponsor driven and more One Carlyle-sourced, so sourced from other teams within Carlyle, that sourcing channel is fairly robust today. Folks trying to partner with Carlyle as a whole and us as Carlyle, that's just direct lending, but our other partners showing up to be a solution provider. So I would expect that to be a much bigger contributor. And then the last piece, which I view as the highest ROIC segment today which, again, after this call, we're happy to get on the phone and walk through things, is literally farming the portfolio. There's a pretty significant portion of this portfolio that we're going after that have the yields that can be improved, docks that can be improved, amendment fees that can be taken, cash that can be contributed by sponsors in order to amend or extend the transactions and do what's right for the company, be a solution provided to those sponsors but also actually improve our current portfolio with credits we're already very familiar with. And any changes to the current portfolio, those improvements drop straight to the bottom line. So if you were inside of our offices, I guess, two or three weeks ago when we did our Q2 review, you would have kind of heard that message probably ad nauseam which is, let's focus on our portfolio, and trying to be solutions providers but also grab value and extract value for our current shareholders because, quite frankly, that's the best risk we have, loans that we are already quite familiar with and improving those terms. So I'd say those are the three general buckets. Is that helpful?

Yes. And then on the American Physician write-down, that seemed to kind of move relatively quickly from, I guess, beginning part of the year to the markdown last quarter. What happened there, what's more specific to that investment versus some of the other healthcare investments?

Arren, this one remains an active and sensitive situation, so we can't get into too many of the deal specifics of that transaction. I think that some of the broader items we've highlighted across the industry are inherent here as we discuss healthcare services, the headwinds in the industry, labor shortages, wage inflation, regulatory changes, specifically the No Surprises Act. In summary, costs have gone up dramatically. And the top line has been squeezed when you were getting last -- two years ago, you were getting $150 million encounter and now it's $130 million while you're faced with wage inflation, that results in a pretty sharp compression of your earnings. And it is really industry wide, we've seen it with other large-cap health care firms, for example, in vision health, it's in a similar space. What I'll note is we've actually compared to our peers, we valued this one relatively conservative. Last quarter, we were 20 points lower than other BDCs marking this one. The good and bad, I will say, we have the zero valuation right now, full nonaccrual. So the current NAV and the $0.52, that's fully reflective of any negative of this particular position.

And look, I think everyone's asked great questions today because they're all kind of actually elated, Arren. So for us, we have a super -- that's a technical term, a super diversified portfolio. So our average position is less than 1%. The goal of keeping leverage low, maintaining -- kind of preserving NII just in the event that there's any bumps in the road, managing portfolio risk and trying to improve each quarter, that allows us to, quite frankly, mark a little bit more conservatively. So for us, we marked conservatively last quarter. We ecided that it was most prudent to mark this position even more conservatively here. The goal of a direct lending portfolio is to have a diversified portfolio that also has predictable and sustainable cash flow. So for us, it isn't really about the position, it's about kind of the overall portfolio management. So we're trying to be very conservative here but we're taking -- we, quite frankly, took a much larger portfolio view as to how and conservatively the market.

Thank you. And as I see no further questions in queue, I will pass it back to Aren LeeKong for closing comments.

Everyone, have a great morning. Thank you. We look forward to speaking to you -- some of you next quarter. We look forward to speaking to some of you over the next few days to go deeper on the story. And thank you all for your support. Have a great rest of your summer.

Thank you all for your participation in today's conference. This does conclude the program and you may now disconnect.