Good day and thank you for standing by. Welcome to the Hercules Capital Q2 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. 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, Michael Hara, Managing Director of Investor Relations. Please go ahead.

Thank you Laurie. Good afternoon everyone and welcome to Hercules Conference Call for the second quarter of 2021. With us on the call today from Hercules are Scott Bluestein, CEO and Chief Investment Officer and Seth Meyer, CFO. Hercules Second Quarter 2021 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 web page or by using the telephone number and passcode 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 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 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 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 or subsequent events. To obtain copies of related SEC filings. Please visit our website. And with that, I will turn this call over to Scott.

Thank you Michael, and thank you all for joining us today. We hope that everyone is well. Q2 2021 was a strong follow-up to our record set-in Q1. We delivered solid operating results, further strengthened and expanded our investment platform and continue to emphasize credit discipline despite the market frothiness. The momentum we saw in Q1 across our investment portfolio accelerated in Q2 with a record number of year-to-date portfolio company completed or announced exit events. Our investment team continued their momentum in Q2 and delivered record first half 2021 performance for both gross new debt and equity commitments and fundings. We continue to conservatively manage the business by maximizing liquidity staying disciplined on new underwritings, ensuring a strong balance sheet, and maintaining substantial operational flexibility. The public and private equity markets continue to perform exceptionally well and there continues to be an abundance of liquidity across our core markets. Let me recap some of the key highlights of our strong performance for Q2. We originated over $440 million of gross new debt and equity commitments and delivered gross fundings of over $278 million. Combined with our record setting debt and equity commitments and fundings in Q1, we established a new record for the first half of the year with over $970 million in gross new debt and equity commitments and total fundings of $634 million. We again saw strong performance from both our technology and life sciences teams. Being able to have balance between our two core verticals has continued to be a significant competitive advantage for us in the market and a key differentiator of our business. Although an abundance of equity capital and loosely structured debt has continued to create challenges in terms of prudent new business origination, our investment team has continued to deliver while staying…

Thank you, Scott, and good afternoon ladies and gentlemen. The investment team delivered another strong funding and commitment quarter resulting in first half records for both dimensions. We were able to grow the loan book by $57 million cost during the quarter. We delivered total investment income of $69.6 million and once again had NAV appreciation per share triggered by the strength of our portfolio and the broader market. Our early payoff levels reduced to $268 million, which was within the guidance range. Net of the private credit fund allocations, the healthy loan growth helped our total investments grow to $2.5 billion at cost. As usual, I would like to focus on the following areas, the income statement performance and highlights, NAV unrealized and realized activity, leverage and liquidity, and the outlook. Turning to the income statement performance and highlights, net investment income was $37 million or $0.32 per share in Q2, an increase compared to the prior quarter attributable to two consecutive solid quarters of growth following the portfolio decline in Q4 2020 as a result of the record loan payoff. Total investment income was $69.6 million, an increase compared to the prior quarter. The main driver for the increase was fee income despite lower payoffs largely due to the vintage and size of the onetime and unamortized fees associated with the loans that paid off. Our effective and core yields in the second quarter were 12.7% and 11.5% respectively compared to 13.2% and 11.6% in the first quarter. The effective yield was down due to the lower early repayments and the slight decline in the core yield was due to a modest decrease in coupon interest. Turning to expenses, our gross operating expenses for the quarter decreased to $33.8 million compared to $35.1 million in the prior quarter.…

[Operator Instructions] Our first question is from Crispin Love of Piper Sandler. Please ask your question.

So, one on the spillover. So you have a record $160 million or $1.38 per share there, so can you talk bit about what your plans are with that and can you remind me if you have any restrictions there with how much spillover you can have is that 90% of NII or net assets. And then when would you need to do something if there are restrictions?

Sure. Thanks, Crispin. I'll take the first part and then Seth can speak to the second part in terms of restrictions. So I think we've got to consistently said. Obviously, we're very pleased by the fact that we have such a large spillover and it continues to provide us with significant flexibility, both in terms of being able to continue to invest in the platform and in our team, but also with respect to evaluating and reevaluating our distribution policy on a quarterly basis. Our quarterly base distribution is variable, the board evaluates on a quarterly basis will be what we think makes sense based on the facts and circumstances as of the time. And then at the beginning of this year in Q1, we announced the $0.28 supplemental distribution for 2021, which will be distributed $0.07 per quarter in each of the four quarters of 2021. Our plan would be to evaluate at the end of this year, a further potential supplemental distribution program for 2022 and we will of course on a quarterly basis reevaluate what base distribution level we think is most appropriate.

And Crispin on your second part of your question, you had asked on what the limitations are. As a registered investment company, we're required to distribute 90% of our earnings basically over a year. So if we accumulate on the ordinary income earnings that are greater than 90% of an annual earnings, then we're reaching that ceiling that you're talking about. So we would have to distribute it. And then on the capital gain side we have to distribute about 98% of it, but that measurement period is really from November to October, and so we need to see what that position would be after October.

Okay, thanks, that's helpful. And then I heard your comments on the prepayments that are expected to be higher in the third quarter $200 million- $250 million in that range, what are the key changes that you've been seeing recently versus the last two quarters to cognitive increase a little bit there. And would you expect the overall portfolio or at least the debt portfolio to decrease given these elevated prepayment levels.

Sure, It's too early Crispin in the quarter for us to really opine as to whether we think the portfolio will be up or down, we're just starting Q3 now. Per our disclosure, we have $403 million of pending signed commitments already so that they very, very healthy start to Q3 and the pipeline continues to be very strong. In terms of what's driving, the elevated prepayments for Q3, I think a couple of things. So, one, be sort of consistently spoken about the quality and the health of our portfolio over the course of the last several quarters. Our portfolio right now is performing at a level that we frankly haven't seen in some time and the lot of these companies are incredibly well capitalized. Right now we have per our disclosure eight companies in the pending IPO SPAC position and so we expect at least a good portion of those to be completed in the Q3 timeframe and then we're also aware of several M&A potential events and capital raising events in Q3, which we expect to lead to elevated prepayment. So it's all being driven by positive things and I think the credit, as I said in my comments really goes to our team, who is doing an incredible job, picking and selecting and winning mandates and financing opportunities with just some great companies that are incredibly healthy and have a lot of optionality.

Our next question is from Devin Ryan of JMP Securities. Please ask your question.

This is Kevin for Devin. My first question, can you talk about your overall satisfaction so far in utilizing the private credit fund to extend investment platform and pursuing opportunities?

Sure. So can I think we're very pleased with what we've seen so far, the effort continues to be fairly early in terms of its evolution. We raised the first fund in Q1. We started our investment activities in Q1. So we're now essentially two quarters into it. If you look at the amount of capital that we've been able to allocate to the private vehicle inclusive of Q1 and Q2 we're at roughly $80 million, which is frankly ahead of our initial expectations and I think in terms of overall, how it's benefiting Hercules Capital, it's essentially doing what we expected it to do. I think first, it is increasing the overall pie that we are able to pursue from a debt perspective. Number two, it is allowing us to pursue some larger later stage transactions and spread the funding over a couple of different vehicles. And then number three. It is helping us be more aggressive in a couple of very specific parts of the market, where frankly we were constrained in the internally managed BDC model. And so I think when we look at it, sort of two quarters in, we are incredibly pleased by the performance today.

Okay thank you that's helpful. And then, obviously we've talked about prepayments, you're going to be elevated in the next quarter. I'm just curious how you view your target leverage range I know in the past communicated one in the quarter, is that kind of story where you're looking to get the portfolio longer term.

Yes. That's our ceiling, Our target ceiling that we've self-imposed on ourselves 1.25 leverage to equity and we would see as prepayments start to stabilize again that we would try to target to get back above one-to-one for sure.

Our next question is from Finian O'Shea of Wells Fargo Securities. Please ask your question.

Can you talk about with all the new venture capital, fundraising and investing, what sort of areas all that money is going into. Is it mostly the late stage, growth stage, or is it finding its way into other more traditional private equity areas or anything, any color you give on that fronts.

Sure. It's been pretty widespread Fin. If you look at the numbers, it's pretty incredible in terms of what we're seeing. You are following a record 2020 where we had 81 billion raised and 164 billion invested. Year-to-date, just through the first half of this year, we're already at 74 billion raised and then 150 billion invested. We tend to look at it and sort of three different buckets early stage, expansion stage, and then established later stage, and we've seen outperformance in terms of VC equity capital being invested in each of those three buckets, although the greatest area of increase has been in that later stage, established bucket part of the market.

Okay, that's helpful. And just a follow-up on SG&A, I think Seth guided flat or consistent SG&A, again which is great. How would we feel comfortable with that given. What's going on in your part of the labor markets and your plans to grow the business with record fundings. How does it stay where it is?

So, at the moment, we have a very stable base of employment, which has been very good to the COVID environment. Our costs are not dramatically different as a result because we were very high-tech organization, well prepared to work remote and so we didn't really have to make investments in that to mentioned. The investments that Scott mentioned in his dialog that we continue to make really projects that are underway that seek to replace systems and other processes at a lower cost. And at the same time, we continue to add people and resources behind that. So it is really a invest smartly and reinvest the savings into the growth. Now the main element of our business to human capital. I think you done.

I would add as Seth just said, if you look at a lot of the investments that were making right now in terms of the platform and the infrastructure, a lot of it is really sort of driven towards increasing efficiency and additional use of technology and a lot of those things that we are doing, we think long-term will actually have a savings for the company. And so that is offsetting some of the increase in the employment related costs that we're seeing given a result of the labor market.

Our next question is from Kenneth Lee of RBC Capital Markets. Please ask your question.

Just one around your funding mix, wanted to if you can just share some thoughts around that and perhaps further expand upon comments about to further optimize the balance sheet there. Thanks.

Sure. So as we saw in Q1, the fundings were near evenly split again between technology and life sciences. In Q1, I think the mix was almost exactly 50-50. It was pretty close to 50-50 once again in this quarter. We look at it both from a commitment perspective and from a funding perspective. So if you look at the 441 of commitments or the 279 in fundings, it was pretty evenly split once again between our technology and life sciences focus.

And then in terms of the originations over the near term, just wonder if you could just talk a little bit more about what factors could either drive origination volumes either higher or lower or for the rest of the year. Thanks.

Sure, the pipeline right now is incredibly robust as I mentioned on the call in our sequent release in the press release. We've closed 27 million of commitments quarter-to-date through the first 26 days of the quarter. We have $403 million of pending signed term sheets, which again assuming diligence in the closing process holds true, we would expect to close in the Q3 timeframe. Overall, we continue to be very pleased by the quality of the companies that we are looking at. I think the variables that could change that pipeline up or down, really just get back to sort of more of a macro discussion in terms of the vibrancy of the ecosystem. Over the last 12 to 18 months, we've obviously seen, just a tremendous trajectory, both in terms of public equity and the private equity markets from a DC perspective. If that continues to be healthy and robust, we would expect the trajectory to sort of remain based on sort of where it is right now. If those markets shift to the downside, we actually think it could be a beneficial to us in terms of increasing the pipeline because as I've mentioned a couple of times, now over the last few calls from a competitive perspective. Right now our biggest competitive threat continues to be the equity markets, either on the public side or on the private side.

Our next question is from Christopher Nolan of Ladenburg Thalmann. Your line is open. Please ask your question.

The increase in diluted share count that's related to the 2022 convertible notes being in the -

That's correct. Yeah.

And is that assume a full conversion because I guess the stocks strike price of that roughly $16 or so.

Yeah. The strike price now is at 1,621 when we originally issued it was at 1,641. It's been adjusted at per the mechanics of distributions over a set amount and it is correct your assumption on what is causing us to provide the dilution impact of the shares.

Okay. So would you taking the full dilution now shouldn't be anything further in next quarter.

Correct.

And then I guess solar spectrum, I mean that's the write-down is there. Any takeaway was that sort of a one-off. Is there something related to supply chain or China that you might be able to share with us in terms of the demise of that investment.

Yeah, sure. There is nothing new there Chris. That's the legacy Sungevity solar spectrum position. That company has been on our books going back now five or six years. It was fully impaired down to a carrying value of zero several years ago when that company went through bankruptcy. We obviously continue to work on the investment. What caused us to take the realization this quarter and move it from unrealized to realized is the fact that the company has officially now been resolved. So from a GAAP perspective, we are able take that realization. It has no impact at all on that asset value. And then I would just add that, as we from a fiduciary perspective continue to look to create value from all of our positions as part of the sort of final dissolution of that company, we did structure our new deal where we were able to transfer the legacy assets, which we do believe continue to have some value into NewCo and that NewCo per our public disclosure is now right in the middle of a publicly disclosed reverse merger. So we are hopeful that on a go-forward basis, we will continue to have some possibility of realization downstream.

And Scott, just a quick follow-up on the industry. Are you seeing companies being taken out an earlier stage than before just because the whole VC tech sector so hard for so long.

We haven't really seen any disproportionate allocation to early stage versus late stage from an M&A perspective, we're continuing to see vibrancy in each of the areas that we focus on. 90% of our business is really in that expansion and established stage part of the market. We do very little in the early stage, but we've continued to see very healthy robust M&A and IPO asset activity in each of those two core areas. And we've seen it across industries. So when you look at our portfolio from a sector perspective, we're not seeing disproportionate amount in any particular technology or life sciences industry. We're seeing it pretty broad based, which I think just speaks to the overall amount of liquidity that's in the ecosystem.

Our next question is from Casey Alexander of Compass Point. Please ask your question.

A couple of questions. It looks like based upon the capital gain statement that there were some meaningful sales of some of the publicly traded equity positions in the quarter, can you go over any of the more significant sales that were made in the quarter?

Sure. So we did have a record approximately $47 million of gross realized gains from distributions of our public equity and warrant positions in the quarter, the most meaningful dissolution was DoorDash we did sell a portion of that position, not the entirety of the position. As of the end of Q2, we continue to hold approximately 200,000 shares of DoorDash, which depending on which day we're using for the closing has a value of approximately $35 million to $40 million and then we had some smaller assets and sales during the quarter, but that was the most meaningful sale.

Secondly, there was quite a lift in the unfunded commitments during the quarter and oftentimes, that's just a measure of timing between the commitment and the actual funding. Is there some likelihood of some of those increased unfunded commitments coming into funded status, and therefore, offsetting some of the prepayments that you see coming during this quarter?

Yeah, it's a great question, Casey, it's really a difficult one to answer. When we look at that unfunded number, what we really focused on is the percentage of sort of fundings to commitments and as you know from following us for a long time. Historically, we tend to be in that sort of 60% to 75% range from a fundings to commitment perspective. If you look at the business in Q2, our ratio was approximately 65%. So, on the lower end of that range, but certainly within the range, the increase in Q2 is really being driven by three particular things. Number one, we have continue to go after some larger later-stage deals, we're just by definition the amount of unfunded is going to be a little bit larger. Number two, our team has done a really, really great job identifying some companies in the market right now that are very well capitalized. So to get those deals on board, we're funding a little bit less than we typically would and then just making that unfunded piece available for a little bit longer. And then the last piece is we have a lot of portfolio companies right now that are achieving preset performance milestones, which tends to unlock and make available some of those legacy unfunded commitments. So that's what's driving the increase. We continue to have liquidity that is more than sufficient to cover those unfunded commitments. Based on the overall strength of our portfolio right now, I think it's difficult to tell you what percentage of those we think will actually become funded. But I can assure you that we're in conversations with all of these companies in doing what we can to try to get them and incentivize them to drive that capital.

That's a great answer. Thank you. I just wonder in that last portion of it, where number of companies have hit milestones historically that does give them a need to draw is that draw on those unfunded commitments running into competition from equity markets and this abundant sources of capital.

Yeah, there is no doubt our portfolio right now, just from an overall liquidity perspective, these companies are better capitalized and more liquid than we've seen in some time, and that is causing some companies to either defer or delay the drawing of fundings that are available today. How long that last TBD, but that is certainly something that we've seen over the last quarter or two as the health of our portfolio has increased.

Our next question is from Ryan Barr of Jefferies. Please ask your question.

And just quick question on the timing of the originations and repayments in the quarter. Can you give us a sense for what month in the quarter you saw that activity on both sides and whether it picked up or declined at any point?

So we typically model 20 and then 60 in terms of the funding cadence over the course of a quarter, and that obviously that can change quarter-to-quarter, but the majority of our fundings and commitments activity typically close in the last month of the quarter and that's been the case for the last 15 plus years. We're really not seeing that change. The team is typically busy in each of the months during the quarter. But we see things sort of escalate from an activity perspective in the last month of the quarter and the prepayments are variable. But there is no way to sort of tell you when those things will happen. A lot of these prepayments are tied to M&A. A lot of these prepayments are tied to SPAC that have been announced and are just sort of in the SEC queue waiting for your ultimate sign off and closing. Those things could happen this month, those things could happen next month, the 200 to 250 is our best guess from an overall quarterly prepayment perspective based on what we know as of today.

Our next question is from Ryan Lynch of KBW. Please ask your question.

You talked about the market, the venture market, really kind of having abundance of liquidity and capital in that space and actually think that's what's driving the high level of prepayments that you all are experiencing and you are going to experience in the third quarter. I'm just wondering, it doesn't seem like anything in the near term is probably going to change that liquidity that kind of floating around that marketplace. And so, what I'm wondering it feels like prepayments could be heavy for the foreseeable future in your portfolio. And so, is there anything that you all can do or are trying to pursue on the origination side to boost originations to help offset those potentially strong prepayments for the foreseeable future, except, obviously, I know you guys don't want to loosen up anything on your credit standards. Were there any different sort of strategies or areas or sectors that you guys are looking at to kind of boost that?

Sure, Ryan. So couple of things. So first part of your question, I think the answer is yes. We do expect to see elevated levels of prepayment, certainly short to medium term. And I think we've been pretty clear on our guidance. As it relates to that, if you just look back over the last three or four quarters, now we've been in that 150, just sort of $250 million range and it's been pretty consistent. In Q4 of last year, we did see a pretty large spiking prepayments. We expect to see another spike now in Q3 and again based on the overall strength of the portfolio. In terms of what we're dealing, a couple of things. Number one, the private credit funds that we have now raised is giving us the ability to do some different things. We're not going to talk publicly about the types of things that we're able to do there outside of what we've already disclosed, but we do anticipate that private credit fund business is going to allow us to continue to increase the pie that's available for our team to go after and look at, and then we are obviously continuing to be able to do things within our portfolio over the companies that are performing at an elevated or high level to try and restructure and amend those deals in a way that makes it more palatable for those companies to end up staying with us versus paying us off. I think overall though, I would tell you, despite the fact that the prepayments are difficult to replace, I think it speaks to the quality of our team, I think it speaks to the great work that our team does, both on the technology side and on the Life Sciences side. And frankly, if we right now in this market had a portfolio where we weren't seeing prepayments, I think that would speak to actually, a lack of credit quality, which is just not something that we would want to see.

Yes, that makes sense and the prepayments are sign of really good underwriting on the specific credits. With this specific prepayments you guys were looking at in the third quarter that has potential to hit, would you say, how would you characterize those kind of normal course from a vintage standpoint, are they earlier or later institutions because depending on how long those embedded in your portfolio, those could potentially newer loans, those going to have much higher fees relative to the dollar amount level. So I'm just wondering, should we expect anything different from a fee level relative to the vintage of those prepayments you guys are expecting in the third quarter.

No. Based on what we know right now, we would expect it to be pretty consistent in terms of vintage and what you would expect to see from an acceleration perspective on a percentage basis.

Your next question is from Sarkis Sherbetchyan of B. Riley Securities. Please ask your question.

I just want to get some incremental color on the comment you made regarding the abundance of capital creating challenges. I just want to see if you can expand on the stocks more. And specifically, if you can kind of relate it back to the prior comments on a question regarding with private credit funds. So do you see the private credit fund as an opportunity to kind of work around some of the abundance of capital challenges you're seeing right now?

So on point one, with respect to the abundance of liquidity in the market some loosely structured deals, I think the comment really speaks for itself. Over the last several quarters, we've seen some people get very aggressive from a structure perspective, from an underwriting perspective to get fundings on the board and fundamentally that's just not something that we've ever done. We've got a 15 year track record of being a disciplined underwriter of credit and I think our team has done a very good job at sticking to that. We tend to look at pretty closely the deals that get done in the market that we see, that we lose, that we pass on and right now, the amount of deals are getting done that our team passes on is really at an all-time high. And I just think that speaks to. I don't want to say desperation, but I think it speaks to the fact that there are lot of lenders out there right now that are just really trying to sort of get points on the board irrespective of the quality of the credits and that's something that we may not be perfect at. But I think we're going to continue to try to be very focused on maintaining that disciplined approach because we're in this for the long term and whether we have a strong quarter or two really doesn't change the calculus in terms of how we think about the trajectory of the business. And then in terms of the private credit fund, I think the answer is again yes. That private credit fund was put in place and it was raised to really do two things. Number one, to be accretive to HTGC shareholders over the long term and as a wholly owned subsidiary of the public BDC and we expect that to continue to be the case. And then number two, we expect that it will be able to allow us to increase the pie and the size of the opportunity that we can go back to in the market. So there are, without getting into specific industries or sectors or types of businesses, but there are companies now, there are industries now, there are opportunities now that our team, both on the tech side and the Life Sciences side, can go after aggressively that we would not have gone after 12 months ago and so I think long term, we continue to be very optimistic that having the private credit fund business, which continues to grow and expand. We'll just continue to increase the overall pie for us.

Yes, thanks for that. And just another question on kind of the advisor sub right at. I guess that what size or scale do you think Hercules gets the dividend stream from the advisor, I think on the last call you mentioned the timeline might be at the midpoint of next year you might start accruing dividends. Just want to get a sense for whether it's 12 months from now, 24 months from now. Any color you can give there.

Yes, absolutely. So Sarkis we're thinking in the 12 to 18 month period, we should have enough scale that the expenses that were allocating to the RIA, which immediately benefit the BDC and ultimately the shareholders are then going to be overcome by the amount of management fee and carry that the RIA is earning. As far as the scale of that, we're not disclosing a lot of the details of the RIA right now. So I can't give you a number that we think that would match up with as far as the total investment. But you can see the allocations that we've done so far to the fund in the disclosures and activity you'll see as we continue to make further allocations and investments in that fund in the next 12 to 18 months is when we think we can generate dividends.

Thanks. I'll take the rest offline.

All right, thanks Sarkis.

Thanks Sarkis.

And there are no further questions at this time, I will turn the call over back to Scott Bluestein, CEO and Chief Investment Officer for his closing remarks.

Thank you, operator and thanks to everyone for joining our call today. We look forward to reporting our progress on our next Q3 2021 earnings call.

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