Good morning. Welcome to the Ares Capital Corporation's Fourth Quarter and Year-Ended December 31, 2018 Earnings Conference Call. At this time, all participants are in a listen-only mode. As a reminder, this conference is being recorded on Tuesday, February 12, 2019. I will now turn the call over to Mr. John Stilmar of Investor Relations..

Thank you, Kate, and good morning everyone. Let me start with some important reminders. Comments made during the course of this conference call and webcast as well as the accompanying documents contain forward-looking statements and are subject to risks and uncertainties.

Many of these forward-looking statements can be identified by the use of words such as anticipates, believes, expects, intends, will, should, may, and similar such expressions. The company's actual results could differ materially from those expressed in such forward-looking statements for any reason, including those listed in its SEC filings.

Ares Capital Corporation assumes no obligation to update any such forward-looking statements. Please also note that past performance or market information is not a guarantee of future results. During this conference call, the company may discuss certain non-GAAP measures as defined by the SEC Regulation G, such as core earnings or core EPS.

The company believes that core EPS provides useful information to investors regarding the financial performance, because it's one method the company uses to measure its financial condition and results of operation.

A reconciliation of core EPS to the net per share increase or decrease in stockholders' equity resulting from operations, the most directly comparable GAAP financial measure, can be found in the accompanying slide presentation for this call.

In addition, reconciliation of these measures may also be found in our earnings release filed this morning with the SEC on Form 8-K.

Certain information discussed in this presentation, including information relating to portfolio companies, was derived from third-party sources and has not been independently verified, and accordingly, the company makes no representation or warranty in respect to this information.

The company's fourth quarter and year-end December 31, 2018, earnings presentation can be found on the company's Web site at www.arescapitalcorp.com by clicking on the Q4 '18 earnings presentation link on the homepage of the Investor Resources section. Ares Capital Corporation's earnings release and 10-Q are also available on the company's Web site.

I'll now turn the call over to Kipp DeVeer, Ares Capital Corporation's Chief Executive Officer..

Thanks a lot, John. Good morning, and thanks to everyone for joining us. I'm here with certain members of the management team, including our Co-Presidents Mitch Goldstein and Michael Smith; our Chief Financial Officer, Penny Roll; and other members of the Finance, Investment, and Investor Relations teams.

Penny and Mitch will walk through our fourth quarter and full-year financial results, our investment activity and our portfolio statistics in detail later in the call. But I'd like to start by recapping our 2018 highlights and providing an update on the market.

I'll also discuss our outlook for 2019 and the dividend we declared on the back of the strong performance for the year. This morning, we reported fourth quarter core earnings of $0.45 per share, which concludes a strong finish to a great year for Ares Capital, one in which we earned core earnings of $1.68 per share.

This is an increase of 21% over the 2017 levels. Our core earnings benefited from our rotation of the non-core assets in the American Capital portfolio, rising LIBOR, higher utilization of our 30% basket, increased fee income, and stable credit metrics.

And note that we achieved these strong results despite operating at or below the low end of our leverage target range throughout the year.

We also generated strong GAAP earnings of $2.01 per share for the year, which is far in excess of our dividends, and which drove yet another year of net asset value growth, with NAV reaching $17.12 per share at year-end. Finally, for 2018, we continue to generate industry-leading net realized gain performance.

We had net realized gains of $419 million or $0.98 per share in 2018, making it the ninth year in a row and the 13th year in our 14-year operating history of generating net realized gains. On a cumulative basis, since our IPO, we've generated more than a billion dollars of realized gains in excess of our realized losses.

Throughout the year, we used the strong demand for private assets to largely complete the rotation of the acquired American Capital portfolio, to monetize gains, and to reinvest the proceeds into our core assets.

Our rotation of the American Capital portfolio is now largely complete, in what was a successful acquisition by any measure for our shareholders.

Since our purchase of the American Capital portfolio at the beginning of 2017, we've generated investment income as well as $426 million of net realized gains on exited investments, which results in a 37% realized IRR from the transaction.

Of the $2.5 billion portfolio acquired, only $683 million at fair value remains, most of which we consider to be core assets. At this point, we will likely provide less robust updates on American Capital as that story is largely complete. Looking beyond our strong financial results, we believe the company is well positioned for continued success.

For much of the year, the market was highly competitive, especially with new entrants competing on aggressive terms, without differentiating between structure or price, regardless of the stability, size, or nature of the business.

We've successfully navigated similarly aggressive markets in the past by remaining highly disciplined in our credit selection and industry composition. We are not a benchmark investor, and as a matter of practice we can largely avoid cyclical industries such as retail, homebuilding, media, broadcasting, and metals and mining.

And in these types of competitive markets we can also use strong market demand to optimize our portfolio and exit some more difficult situations. Now we find ourselves in a market of modest recovery from the tremendous volatility we witnessed during the credit market sell-off in the fourth quarter of 2018.

We saw than then sentiment shifts and outflows occurs, as they did rapidly in late 2018, many funds, particularly retail and passive funds, are forced to sell to meet redemptions. Many retail funds and passive vehicles are structured to manage liquidity, and not necessarily credit.

But we believe that the big negative move that we saw in December was largely a technical event. As a result, during the fourth quarter, the broadly syndicated loan market experienced price weakness, but the buy and hold middle market, where we are most active, demonstrated materially less price volatility.

Since the start of this year, institutional money has returned, and secondary prices in the broadly syndicated loan market have partially recovered. Our retail loan funds are continuing to see outflows, and we believe the supply of capital may be more balanced going forward, which could result in a more lender-friendly environment.

We remain optimistic that these shifts in the supply of capital will result in improved lending terms and pricing, but it's probably too early to predict by how much and when.

As we look at the portfolio and evaluate the economy, we continue to approach the market with the belief that we are late in a credit cycle, and that economic growth is slowing. As a lender, these are perfectly healthy conditions for underwriting and strong portfolio performance.

However, we do believe that slowing economic growth can challenge weaker companies. And if this thesis proves itself out it should benefit Ares Capital as more differentiation among credit managers is a good thing for established companies like ours which has resources and access to capital that surpasses our peers.

A more fundamental credit downturn can be a significant market opportunity for us. We have been able to consolidate market share during times of distress, and outperform other credit managers. And we're positioning ourselves to take advantage of this if an opportunity arises.

Before I turn the call to Penny for a more detailed financial review, I want to provide an update on our increased dividend levels and the extension of our share buyback program.

With higher LIBOR, higher aggregate portfolio yields attained with the substantial completion of the American Capital portfolio rotation, and limited credit issues; we believe the company has reached a higher level of sustainable recurring earnings.

In addition, we believe our balance sheet is in a very strong position with solid and stable asset quality, and a diversified long-duration liability structure. Based on these factors and our strong market position, we feel confident the earnings profile of the company supports a higher regular quarterly dividend.

Therefore, we elected to increase the quarterly dividend again, to $0.40 per share for the first quarter of 2019. This represents the second quarterly dividend increase in the past three quarters.

Furthermore, based on the significant gains that we realized in 2018, particularly from the American Capital portfolio, we have declared additional dividends totaling $0.08 per share. We intend to pay this in four equal quarterly installments of $0.02 per share over the next year.

And lastly, as it relates to the stock repurchase plan, given the return of volatility in the equity markets, we've seen our stock trade in ways we feel are unrelated to the company's strong fundamentals. As a result, we believe there may be compelling opportunities to repurchase our stock below net asset value.

Accordingly, we've extended our stock buyback authorization for another year, and we've increased it from $300 million to $500 million in size. Let me now turn the call over to Penny..

Thanks, Kipp, and good morning. Our core earnings per share were $0.45 for the fourth quarter of 2018, consistent with the third quarter, and up compared to $0.38 for the fourth quarter of 2017.

Our GAAP earnings per share for the fourth quarter of 2018 were $0.36, including a $0.12 per share reduction from net losses on the portfolio and other transactions. This compared to GAAP net income of $0.54 per share for the fourth quarter of 2017.

In total, we reported net realized and unrealized losses on investments and other transactions for the fourth quarter of 2018 of $50 million. The net losses were primarily a result of $81 million of net fair value declines, driven by $135 million of gross unrealized depreciation offset by $54 million of growth unrealized appreciation.

The net fair value declines were offset by net realized gains of $21 million. As of December 31st, our investment portfolio totaled $12.4 billion of fair value, and we had total assets of $12.9 billion.

The yields on our portfolio remain consistent with Q3 levels, and at the end of the fourth quarter, the weighted average yield on our debt and other income-producing securities and amortized cost was 10.2%, and the weighted average yield on total investments and amortized cost was 9% as compared to 10.3% and 9% respectively at September 30, 2018.

Now, looking at the full-year, core earnings were $1.68 per share for 2018 compared to $1.39 for 2017 and GAAP net income per share $2.01 for 2018 compared to $1.57 for 2017. For the full-year 2018, we had total net realized and unrealized gains of $164 million or $0.38 per share including record net realized gains of $419 million or $0.98.

Moving to the right-hand side of the balance sheet, our stockholders equity at December 31 was $7.3 billion resulting in a net asset our share of $17.12 versus $17.16 a quarter ago, but up 3% compared to $16.65 a year ago.

As of December 31, our debt to equity ratio was 0.73x and our debt to equity ratio net of available cash of $247 million was 0.69x compared to 0.63x and 0.54x respectively at September 30, 2018. Our leverage moved back into our current target leverage range during the fourth quarter driven by increased investment activity and slower repayments.

During the fourth quarter we exited or were repaid on $1 billion of investment commitments, which is lower than our 2018 quarterly average of $1.6 billion. The lower repayments reflected slowing market activity as well as fewer exits from the acquired American Capital portfolio.

We ended the year with total available liquidity of approximately $1.9 billion. In terms of recent debt activity during the fourth quarter, we repaid the $750 million of 4 and 7/8s unsecured notes that matured using existing available liquidity.

This was our first investment grade unsecured note issuance to reach maturity since our inaugural issuance in that market back in 2013. Also in January of this year, we fully repaid the $300 million of 4 and 7/8s 2019 convertible notes that matured. Our next term debt maturity isn't now until January of 2020.

Typically, we would expect to return to the unsecured investment grade debt markets to replace the debt that's matured. However, those markets have not been that favorable.

The good news is the deep and diversified funding structure that we've built affords us the ability to be patient and flexible and accessing the market opportunistically and has allowed us to repay this debt without any new issuance.

In addition to repay maturing unsecured term notes, we have been actively managing our existing secured credit facilities including extending our SMBC funding facility at the end of Q3 2018 and extending and reducing pricing on our Wells Fargo funding facility in Q4.

As Kipp mentioned, we announced this morning that we declared a regular first-quarter dividend of $0.40 per share and an additional dividend of $0.02 per share payable for each of the next four quarters for a total of $0.08 per share of additional dividends to be paid in 2019.

The first quarter dividend as well as the first $0.02 additional dividends are both payable on March 29, 2019 to stockholders of record on March 15, 2019. We currently estimate that our spillover income from 2018 into 2019 remains strong at $323 million or $0.76 per share.

As a follow-up from our last earnings call, you may recall, we previously mentioned that while we were on track to have a record year of GAAP net realized gains in 2018, we were advantaged by having certain tax-only capital losses inherited from investments acquired in the Allied Capital acquisition that could allow us to offset a significant portion of the expected gains.

Our year-end estimate of spillover reflects the realization of these tax-only losses, which has positioned us to fully retain all of the capital gains realized in 2018. Also, as a reminder, the tax-only losses had no impact on our GAAP earnings or our net asset value.

Since the spillover income determination is not complete until we follow our final tax return later this year, these amounts remain subject to change. With that, I will now turn the call over to Mitch to walk through our investment activities for the quarter..

Thanks, Penny. I would like to spend a few minutes reviewing our fourth quarter and full-year investment activity and portfolio performance. I will then provide a quick update on our post quarter end activity and our backlog and pipeline.

For 2018, we used the size and scale of the company and broad market coverage to selectively invest in our best borrowers, and in other defensively positioned high quality companies. During 2018, we closed on 8 billion of commitments with 113 of our 172 commitments about 65% made to incumbent borrowers.

We believe our incumbent position not only enables us to grow with our best companies, but it also results in enhance portfolio performance. During the fourth quarter, we originated 2.7 billion of commitments across 51 transactions of which 72% of these commitments were first lien and 94% where in senior secured positions.

This quarter's activity reflects our efforts to be highly diversified. And our conservative approach to investing up the balance sheet at this stage of the cycle. We're also focusing on larger companies with more diversified business lines and stronger market positions. The weighted average EBITDA of transactions originated in Q4 was over $100 million.

Let me highlight some recent transactions to give some context on how we use our incumbency and our expensive market coverage to drive advantages to ARCC.

In the fourth quarter, Ares provided a $792 million senior credit facility to support the refinancing of Pathway Vet Alliance, one of the largest operators of freestanding veterinary hospitals in the United States, the company sponsored by Morgan Stanley Capital Partners.

Ares first supported Pathway in 2017, providing capital for acquisitions and future growth. In the fourth quarter, the company saw to reduce the number of lenders via refinancing. As a result of our incumbent position, strong relationship, and ability to lend and commit to the entire facility, we were awarded the sole lead role in the new facility.

Additionally, during the quarter, we provided $120 million senior secured financing to support Blackstone's acquisition of TaskUs.

The company offers outsourced customer service solutions and back office support to high growth companies in the e-commerce software and tech enabled in service industries and is one of the fastest growing BPOs in the sector.

Both of these transactions underscore our broad origination capabilities and ability to support the financing needs of attractive companies backed by high-quality sponsors. At year-end, our portfolio was $12.4 billion consisting of 344 different portfolio companies.

The portfolio was highly diversified, with an average whole position of fair value of only 0.3% of the portfolio.

Consistent with our increased focus on senior investments, our portfolio is now comprised of 76% in senior script positions with 47% in first lien up from 74% in senior secure positions and 44% in first lien loans at the end of the third quarter.

Our portfolio weighted average EBITDA increased to $99 million reflecting our unique ability to finance larger companies. However, we have not lost our focus on our historical strength, in the poor middle market, the median EBITDA of our portfolio was $37 million at year-end.

Our portfolio leverage statistics remain stable and below market average levels. Our weighted average total -- our weighted total leverage remain unchanged versus last year at 5.4 times debt to EBITDA.

Also, despite recent market volatility impacting equity valuations, our portfolio had weighted average equity cushion of 48% resulting in weighted average loan to value of 52%. Performance continues to be strong on our underlying portfolio companies.

As of December 31, our portfolio companies continue to generate solid growth with weighted average EBITDA for the past 12 months increasing by approximately 5% in the fourth quarter of 2018, compared to 6% a year ago. Our non-accruals remained relatively stable this quarter as well.

Non-accruals as a percent of total portfolio at cost decreased to 2.5%, from 2.7% last quarter, as discussed by Mike Smith, and down from 3.1% at the end of 2017. Non-accruals at fair market remained consistent with last quarter, at 0.6%. The total number of non-accruing loans also declined modestly.

Before I turn the call back over to Kipp, let me provide a brief update on our post-quarter investment activity. From January 1st to February 7th, 2019, we made new investment commitments totaling $623 million, and exited or we repaid on $469 million of investment commitments, generating approximately $2 million of net realized gains.

As of February 7th, our backlog and pipeline stood at roughly $1.4 billion and $150 million respectively. As always, these potential investments are subject to approvals and documentation, and we may sell a portion of these investments post closing. Please note, that there are no certainties that these transactions will close.

I will now turn the call back over to Kipp for closing remarks..

Thanks a lot, Mitch. In closing, I just wanted to thank the team for a year of hard work that's led to our successful results in 2018 and our strong positioning for 2019 and beyond. The market seems to be digesting, but feel likely to be more volatile on uncertain times ahead.

We're enthusiastic about the prospects for this in 2019 and beyond, because Ares Capital is a highly diversified, stable company that continues to have distinct competitive advantages. We've shown a long history of both growing our dividends and increasing our NAV, which is the ultimate measure of our performance as a company.

Our goal for 2019 is to continue this strong momentum and to deliver great results for the shareholders. That concludes our prepared remarks. We'd be happy to open the line for questions..

[Operator Instructions] The first question is from Ryan Lynch of KBW. Please go ahead..

Hey, good morning..

Hi, Ryan..

Hey, Kipp. First question, you kind of mentioned that the middle market was somewhat insulated from some of the market volatility this quarter, unlike the broadly syndicated loan market.

Just wondering, given your guys' size and ability to really be a full solution provider to some of these larger companies, maybe in the BSL market, were you guys seeing and/or really participate in any of these opportunistic deals in the broadly syndicated loan market, and did that help drive any of the really strong fourth quarter portfolio growth?.

We had a back-ended fourth quarter, which actually is one of the things that we didn't talk about in the prepared remarks. It gives us sort of a lot of confidence as to where we're headed for '19. But did we jump in and do anything material? One or two situations, I'd say, improved themselves in a way that gave us more conviction at year-end.

But December is a pretty funny month. I'd tell you we're just as cautious as we were opportunistic because the market was changing week to week. So I think, as I mentioned, we're still in a little bit of a period of price discovery in January.

So, we balance that ability to step into deal I think where we're already involved, extract better pricing, extract better documentation, perhaps commit to something larger than expected, but I'd say we're also balancing that with a little bit of cautiousness because the market sold off pretty hard run, you know, as everybody saw..

Okay, that makes sense. And then really given your very strong portfolio growth that you guys had this quarter, I really wanted to talk about your guys' leverage range as we kind of look into 2019. Your guys' new leverage range of 0.9 to 1.25 goes into effect later this year. That's a pretty wide range.

So I just wanted to know what are the factors that you guys are considering that would have you operate at the lower end of the range versus the upper end of the range, are you guys considering the pulse of the economy, competition of private credit, or quality or quantity of deals? And given the factors that you guys look to evaluate where you operate, given the current environment that we're in today, do you guys see yourself operating closer to the bottom end of that range or the top end of that range?.

Sure. So, just for folks who forgot, we have until June 21, of '19 to kind of stay at one times or below based on our board approvals and all that. So, we're kind of managing up, I think is the tendency, Ryan.

But as we've tried to communicate in the past, that range is something that we look at, and again there's a presentation on our Web site that can take you through this, it's dated now. But they take you through a three-year plan that we try to develop coming out of the SBCAA process with our Board that gives folks a sense of where we're headed.

So, we've said, most importantly, we'll expand the leverage ratio only if we find investments that we think are exciting for the company. We've been able to do that. So I think the general trend is we'd like to take the leverage ratio up as we approach that June 21st period where we flop over. But look, we ended Q4 I think at 0.7 times net.

We would've been happy if we were higher than that, frankly. But it's in the midrange of where we expect to be right now. And I think it's just hard to tell. I mean, it really depends where the market goes from here. We had a pretty active Q4. Based on Mitch's comments around our backlog and pipeline, we remain pretty busy.

That being said, it's gain in our minds very much a period of price discovery. There are some large LBOs up above our market that are just getting syndicated today that have seen a lot of fluctuation in their syndication process from week to week.

So, I think to say that we know exactly where we're headed from here is probably expressing too much certainty.

But look, our goal is, over a two to three-year period, generally to be able to take our leverage ratio well up over one, and we think that that improves to ROE, just as a reminder that our company improves our ability to continue to pay the existing dividend, and we hope higher dividends without introducing material risk to the company less effective..

That makes sense. Thanks for the time. That's all of my questions, and nice quarter..

Thanks so much..

The next question is from Rick Shane of JPMorgan. Please go ahead..

Hey guys, thanks for taking my question. Kipp, you touched on a lot of it, but love to just think about the approach as you move towards June 19th.

What I'm really sort of wondering is, in the second quarter, as you approach that -- presumably sort of approach the historic leverage limit, is there any fair value risk intra quarter if the sort of hale scenario spreads slowly now, June 17th occurred, and is the expectation that you would presumably have a pretty significant pipeline that you'd try to close after the 21st?.

Yes, thanks, Rick. Good morning. I appreciate the question. I think, look, I mean that's -- we're trying to strike that balance, right, obviously.

And that we're trying to get towards the one without putting ourselves in a position where if something funny happened, and certainly the markets are more volatile that we would -- put the company in a bad position, right, relative to the one-to-one leverage steps and the June 21st date. So, we're balancing both considerations.

We're certainly not in a hurry. There's no reason to rush and increase the leverage ratio, obviously. And that we're pretty happy with the company's performance based on the quarter and what we see going forward, so trying to strike that balance..

Got it. Okay, great. Look, worth mentioning, fourth quarter, I believe, was the highest organic originations in probably the company, and the pipeline is up 85% year-over-year, and during the first -- quarter-to-date in the first quarter. So, it definitely seems like you guys want to ramp into this..

Yes, I mean, I think, like I said, we have enough to do. I mean the good news is here we have, back to your point about the company's history, we have more people than we've ever had, we have more capital than we've ever had. I think the platform is as strong as it's ever been. And we're really executing on it.

We're able to close some pretty large deals these days, which moves the needle. Just remember though; as we're closing things at year-end, there are deals that we're syndicating, right. So, what we finished with in Q4 doesn't always mean that's necessarily what we're going to retain going into 2019.

We do have the ability to syndicate and do other things. But I think you're right. I mean, even in a tough market environment I think this platform continues to differentiate itself in its ability to generate high quality flow that we're excited about for the company..

Got it.

And last question, given your size and scale and the sort of timing into it, do you think you have a first-mover advantage in terms of moving towards that higher leverage?.

I'm sorry; do we have an advantage moving towards the higher leverage?.

Do you have a first-mover advantage over the next, call it, three to six months?.

I guess. To be honest, I haven't really thought about it that way, and that I think it's much more of a long-term planning exercise for the company than it is to focus on the next two quarters.

I think it's just something that, again, because of the flexibility it affords us, i.e., it takes this risk away that I think has always been inherent in the BDC industry of companies having fair value adjustments or potentially tripping a one-to-one leverage test which obviously is pretty bad news. With two-to-one it gives us that flexibility.

It kind of takes that worry away just long-term, and that it's pretty positive regulatory relief. And for us, it's a longer-term game.

I mean, look, we've been running the company now for almost 15 years, so I don't think we have our sights solely on the next couple of quarters, we're just excited about what we think the relief does for us over the next three to five years..

Got it, thanks. Sorry, I snuck in an extra question, my apologies..

Okay, Rick. Thanks so much..

The next question is from John Hecht of Jefferies. Please go ahead..

Yes, morning guys. Thanks very much. Yes, I guess a little bit of follow-up from Rick's question. You've had the highest organic originations in history, lower prepayments. Trying to balance that with, Kipp, some of your commentary about there's still a lot of liquidity; people aren't being very selective, late stage economy.

I guess the question is, is the success you guys have had in deploying capital in the recent quarters, is that function of big banks pulling back or the fact that you're really unique in the component that you can put large sets of money to work at any time, or is it more of a function of other direct competitors having to pull back because of lack of access to capital?.

Thanks for the questions, by the way, John. I think it's not the latter. I mean the competition on the direct lending side definitely has capital.

I do feel that the certainty that we deliver relative to what the big banks provide these days is converting a lot of our private equity sponsored clients and largest ones, just so say I'd love to engage in buy and hold deals with a couple of folks.

We did one of those with a few of our competitors that was publicly announced, that entailed a $1 billion-plus type transaction. That in the old days is a bank deal, right. In this world, because it was a take private it was a three-handed club between ourselves and two other substantial players in the market.

So, that should give you the thinking that just the model itself is very well positioned competitively. And when we look around, vis-à-vis the competition, we think we're very well positioned in regards to the competition.

But yes, we usually say that we don't really compete with banks, but I think more and more the buy and hold option at the upper end of our market is exciting for our clients. And we probably do, to a certain degree, compete in some of these deals that could get syndicated or at least turn into lightly syndicated deals.

The only other thing I'll just hit on because you mentioned the lower repayments number, which is what led to the net growth quarter. That's something that we expect, right. As the market gets more volatile, and certainly as we are virtually done with American Capital we'd expect that the repayments that we see in the portfolio should slow down..

Okay. Appreciate all that color. Follow-up question, thinking about just kind of forward curves, where are your pricing spreads now versus where your maturing loans might be rolling off.

Is it fair to think that, given all those things and what you plan on funding your growth with in 2019, that net interest margin should be relatively stable or is there others factors that we should consider here?.

I think so. I mean I think the yields have been going up, and we'll see what LIBOR does. It seems to have paused for now. I think pricing on the asset side has sort of settled in where it is for the time being, maybe it's 50 to 75 basis points wide of where it was six to nine months ago. But until LIBOR rises, I don't think we see a big change there.

The only other thing that impacts it is we'd see the potential for increasing defaults down the line to maybe widen spreads out. But again, economy seems good, and it doesn't seem like defaults are set to pace up, quickly I think the longer-term focus for us is maintaining the cost of debt capital where it was.

Penny made comments around the unsecured debt markets, which probably aren't as cheap for us as an issuer, they were 12 months ago, and hopefully they'll heel up.

But I think for now, you're in kind of a period of NIM stability, John, just as you guys think about forecasting, we feel maybe stable is the best rather than thoughts about it going up versus going down..

Thanks, and graduations on another dividend hike..

Excellent, John..

The next question is from Casey Alexander of Compass Point. Please go ahead..

Hi, good morning. Comprehensive presentation you've answered most of my questions or they've been asked already. Just two real quick ones, you upsize the share repurchase program. But it doesn't appear as though you used any during the fourth quarter, during a period of pretty significant volatility in VDC prices.

Was it the environment that kept you or a pricing discipline that kept you or were you close to using some of the repo program in the fourth quarter?.

To be honest, it was bad luck. We actually were in a blackout period towards the end of December, because we're doing valuation and we're trying to close the quarter out. So when things got really strange there in the last couple of weeks of December, we're actually in a period where we're unable to buy stock under the current program.

So, one of the things that I think we're considering is obviously a program that allows us to buy stock back programmatically, in any of these blackout windows, and I'm not sure if they're worth likely, but I think there's a high probability that that's something that will put in place for '19, so that we can avoid situations where it's obvious we should be buying some stock back but we're unable to..

Okay. That's a very fair answer.

Secondly and I think we if I understood the comments correctly, the 300 million of converts that were paid off in January were paid off with a revolver?.

Yes, another available liquidity of cash and repayments et cetera, so….

Awesome. Thank you very much. Okay, great. Thank you for taking my questions. I appreciate it..

You're welcome. Thanks Casey..

The next question is from Fin O'Shea of Wells Fargo Securities. Please go ahead..

Hi, guys. Thanks for taking my questions this morning.

Just my first question looking back on the fourth quarter, I think we understanding from your comments and others that it was very technically driven but to the extent that you saw perhaps a better risk adjusted return and I welcome your opinion on that in the liquid markets, what are your views going forward on maybe a program that would allow you to lean in to liquid markets at a suitable fee structure to take advantage of that return?.

It's something we spent a lot of time and I think it's a good question, Fin. I mean, look, if the secondary markets where we can buy leverage loans at deep discounts become so compelling, I think it's something we think about, look, I mean, I think, the credit platform here at Ares is pretty large.

We obviously have a business focused on broadly syndicated loans and that's, sort of not what our BDC stands for. That being said, we do play at the upper end of the market and some of these lightly syndicated names and if there is secondary selling.

I wouldn't be surprised if there were secondary selling and some of the names that were actually in the BDC, which were some of these sorts of trainers are slightly larger than middle market name.

So if we did it, I think we'd be focused on names in the existing portfolio and credit where we already felt comfortable with the existing metrics and that there was just technical pressure leading to selling in our existing groups.

You look back to what we did in 06, 7, and 8, I think that was a lot of the focus and the secondary market was on our existing names. It's one of the benefits of having 300 plus portfolio companies and more that I'd be held to that we can leverage..

Sure. Thank you.

And then just a follow-up sort of related looking at the stability of the middle market, which I think you commented on, alluding to a lot of the new managers taking, perhaps indiscriminate deal flow, how do you feel today about, the defense ability of the Ares brand with all of these new managers, essentially, frankly trying to be you 10 billion plus willing to take these deals if you choose to lean back, where do you think you are in your ability to sort of maintain discipline given the capital supply in today's market?.

We feel confident. Look, I mean, there's no doubt that the asset class has attracted a lot of capital.

We've got competition that's growing rapidly, but I still think that there are four or five players Ares included that have really led and defined this market for long time, and I'm pretty confident the team and the platform that we have here that we can continue to sustain that success..

Very well, thank you for taking my questions..

Thank you..

The next question is from Robert Dodd of Raymond James. Please go ahead..

Good morning. When I look obviously [indiscernible] originations our strong growth in the pipeline, but I'm more and you've clearly got a good track record of directly originating credit over the years, arguably, your track record on acquisitions is even better, look at, obviously, the gains last year on ACAS.

So the question I guess is, Kipp, you made reference to gaining share in times of distress -- and obviously ACAS, now, at the beginning of the full-year you talked about that, that's behind -- that's -- the assets less from that core assets, so it's kind of taken care of.

So what's the appetite for acquisition of a portfolio versus direct originated lending, and do you think in times of volatility there are likely to be, for lack of a better term, motivated sellers where you can pick up a portfolio rather than individually originated loans?.

Yes, thanks for everything. We hope so, I mean, we've had some success doing that in the past. We bought two companies. We bought more than a couple of portfolios over the years. And look, we built a -- how do we compare it to doing new deals. We built a pretty significant 100 plus person investment team here. They can originate asses below book, i.e.

we charge fees on our new deals, you know, we can bring on new investments and call it 96, 97. So we love the idea of doing acquisitions, but as we've said in the past we're value-oriented, right, so today things, despite volatility to continue to trade reasonably well, there are definitely some exceptions.

When we look at some of those exceptions that exist, it's difficult for us, at least today, to find a catalyst there.

Most of what we've done as I've said in the past have been driven by some sort of catalyst event, you know, whether it was Allied being a lender driven catalyst event or American Capital being a -- you know, their existing shareholder base driven catalyst event are things that put us in a position to do something. So we hope so.

I think a lot of people have our phone number and they have our track record of being able to obviously take on complicated deals and work through them and deliver good results for our shareholders, but I'm not sure what else to add other than you know, we'll see in the offset….

I appreciate that, and -- if I could -- one follow-up sort of related, because it's acquisition-related question, more for Penny. When I look at, obviously, spillover estimated the end of this year 323 and the last year it was 358, so obviously, it's declined slightly despite the enormous gains.

So this is a good thing for NAV, good thing for shareholders. When I look at the tax loss carry-forward, the end of last year was 43, the end of this year it's 46.

So can you give us some more color on how that tax loss carry-forward which didn't change protected $400 million in gains? So is it that the allied tax only loss is invisible in the 10-K, so to speak?.

Well, there's a lot of disclosure in the footnote.

So I would refer you there if you want to look at it more and have further follow-up questions, but the short answer on the tax loss carry forward is the carry forward is a combination of what was carried forward from prior years, additional tax losses realized in the current year and utilized, and that leaves tax loss carry forwards for going into next year.

So as we talked about there were a number of tax only losses that we were able to realize this year that came from the Allied portfolio that were tax only losses not GAAP impacted losses, and that's really what was available and there to have effective tax directions against the capital gains.

So when you cut all of that together we effectively had no tax realized capital gains this year, because of those losses that we took..

Okay.

I appreciate that color, what I'm really trying to get at is how much more in gains, which goes to NAV, which is a positive for shareholders, could you take the -- and I know this is a hard question -- would be protected in a similar manner? Obviously, I mean, $400 million in gains or did you get to keep accrete to NAV is a positive thing; it's permanent NAV, not spillover.

How much more room do you have to do that if there are more going forward?.

Yes, there are some Allied related tax losses that aren't in the number that haven't been realized yet that could be available for the future. I just don't have that number off the top of my head, but it's not as large as what we took this year..

Got it, thank you..

[Operator Instructions] The next question is from Christopher Testa of National Securities Corp. Please go ahead..

Hi, good morning, thanks for taking my questions. You guys bumped up the dividend again and obviously have the special.

Just curious, how are you looking at the dividend going forward especially after the fee waivers do run out in the context of you recognizing the origination fees upfront? What I'm getting at is there a certain cushion or like fair amount of originations per quarter that you guys kind of assume when you declare the dividend levels?.

Yes. Chris, thanks, appreciate the question. So look, I mean, we've always said we want our core earnings to cover the dividend, right, and that's included fees. We're sort of at a level now where our core earnings excluding our structuring fees are covering the regular dividend.

So, especially as we look towards what I tried to mention too was a back-ended Q4, and we think about forecasting '19. You know, we've got a lot of confidence in that $0.40 and we don't expect the fee waiver to be an issue in regards to that.

We do kind of model forward about six quarters here that gives us a company operating model that allows us to think about dividends on a go forward basis, but we do think we got a fair amount of margin and of course makes assumptions around having originations in Q2, Q3, and Q4 from a modeling perspective, but we don't, as you'd probably expect, put particularly aggressive modeling assumptions out there that we don't think are achievable.

And the good news too is we typically, especially now, don't really count on our structuring fees at this point to be an important component of the income to deliver the dividend. So that's our thought on the regular dividend.

Historically, in terms of the fees we've averaged around $0.07 per share just based on the natural activity of the portfolio that we feel that there's a run rate new investment, new fees piece of the model.

And even in times that have been a lot leaner, a lot stranger, maybe back to '08, '09, you know, our originations never go away or our repayments never completely go away. So we feel great about that $0.40 dividend today or we wouldn't have increased it.

We feel it's safe, sustainable, all of that and you know, when we increased dividends, we do it with the thought that they're not going back down..

. :.

Got it. Appreciate the detail there, Kipp.

And you guys have mentioned that now you're taking up the maturing notes with revolver as the unsecured note market as obviously unfavorable, you know, given that Ares the platform already has a lot of CLOs that they already serve as collateral managers of and you've got half the brand name, have you evaluated using securitization as a source of funding especially with the increased flexibility that would allow you compared to a bank revolver?.

Yes, we have. It doesn't give -- our expectation today, it doesn't give us a huge cost advantage, but it allows us just to tap into a different source of capital. Right, so if you think about -- we have bank facilities, we have unsecured, we have converts. We did do a securitization of balance sheet deal back in '06. We haven't done one since.

But yeah, absolutely, it's part of the toolkit in terms of what we evaluate for the way we financed ourselves.

Sometimes just as a reminder of that's what Ivy Hill can do within for us, and that we can syndicate some assets to Ivy Hill and end up having them do CLO issuances that bring back an equity investment for us in a fund that we consolidate under the Ivy Hill evaluation.

So, that takes up a portion of what you might have seen from us historically in terms of balance sheet securitizations, but absolutely we can, we are always thinking about it. We have those relationships certainly in it. It's one of the tools in our toolkit..

Got it. Okay, that's all from me. Thanks for taking my questions, and congrats on a great year..

Thanks, appreciate it..

This concludes our question-and-answer session. I would like to turn the conference back over to Mr. Kipp DeVeer for closing remarks..

I really don't have anybody, just thanks to everyone here for your continued interest in the company, and you have a great day..

Ladies and gentlemen, this does concludes our conference call today. If you've missed any part of today's call, an archived replay of this conference call will be available approximately one hour after the end of the call through February 26, 2019, at 5:00 p.m.

Eastern Time, to domestic callers by dialing 877-344-7529, and to international callers by dialing +1-412-317-0088. For all replays, please reference conference number 10127020. An archived replay will also be available on a webcast link located on the homepage of the Investor Resources section of Ares Capital's Web site. You may now disconnect..