UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
 
 
 

FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 7, 2020
 
 
 
 
 
 

GOLUB CAPITAL BDC, INC.
(Exact name of Registrant as Specified in Its Charter)
 
 
 
 
 
DELAWARE
 
814-00794
 
27-2326940
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
  
 
 

__ 200 Park Avenue, 25th Floor, New York, NY 10106_ _
(Address of Principal Executive Offices)          (Zip Code)

Registrant’s telephone number, including area code: (212) 750-6060

____ ____
(Former Name or Former Address, if Changed Since Last Report)
 
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ý    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.001 per share
GBDC
 The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company o





If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 
 
 
 
 





Item 2.02. Results of Operations and Financial Condition.
 
On February 10, 2020, Golub Capital BDC, Inc. issued a press release announcing its financial results for its first fiscal quarter ended December 31, 2019. A copy of this press release is attached hereto as Exhibit 99.1.
 
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section.  The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
99.1 Press release of Golub Capital BDC, Inc., dated as of February 10, 2020.






 
 
SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital BDC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
          
 
 
GOLUB CAPITAL BDC, INC.
 
 
 
Date: February 7, 2020
 
By:      /s/ Ross A. Teune      
 
 
Name:     Ross A. Teune
 
 
Title:     Chief Financial Officer



Exhibit 99.1


FOR IMMEDIATE RELEASE:

Golub Capital BDC, Inc. Declares Fiscal Year 2020 Second Quarter Distribution of $0.33 Per Share and Announces Fiscal Year 2020 First Quarter Financial Results

NEW YORK, NY, February 10, 2020 - Golub Capital BDC, Inc., a business development company (Nasdaq: GBDC), today announced its financial results for its first fiscal quarter ended December 31, 2019.

Except where the context suggests otherwise, the terms "we," "us," "our," and "Company" refer to Golub Capital BDC, Inc. and its consolidated subsidiaries. "GC Advisors" refers to GC Advisors LLC, our investment adviser.
SELECTED FINANCIAL HIGHLIGHTS
 
 
 
 
 
 
 
(in thousands, expect per share data)
 
 
 
 
December 31, 2019
 
September 30, 2019

Investment portfolio, at fair value
$
4,448,316

 
$
4,292,932

Total assets
$
4,597,469

 
$
4,394,863

Net asset value per share
$
16.66

 
$
16.76

 
 
 
 
 
Quarter Ended
 
December 31, 2019
 
September 30, 2019
Net investment income per share
$
0.24

 
$
0.37

Amortization of purchase premium per share
0.09

 
0.02

Accrual for (reversal of) capital gain incentive fee per share
—

 
(0.06
)
Adjusted net investment income per share1
$
0.33

 
$
0.33

 
 
 
 
Net realized/unrealized gain (loss) per share
$
0.11

 
$
(1.39
)
Unrealized loss resulting from the write down of the purchase premium per share
$
—

 
$
1.43

Reversal of unrealized loss resulting from the amortization of the purchase premium per share
$
(0.09
)
 
$
(0.02
)
Adjusted net realized/unrealized gain (loss) per share1
$
0.02

 
$
0.02

 
 
 
 
Earnings per share
$
0.35

 
$
(1.02
)
Adjusted earnings per share1
$
0.35

 
$
0.35

 
 
 
 
Net asset value per share
$
16.66

 
$
16.76

Distributions paid per share2
$
0.46

 
$
0.32

 
 
 
 
1  
On September 16, 2019, the Company completed its acquisition of Golub Capital Investment Corporation ("GCIC"). The merger was accounted for under the asset acquisition method of accounting in accordance with Accounting Standards Codification 805-50, Business Combinations — Related Issues. Under asset acquisition accounting, where the consideration paid to GCIC’s stockholders exceeded the relative fair values of the assets acquired, the premium paid by the Company was allocated to the cost of the GCIC assets acquired by the Company pro-rata based on their relative fair value. Immediately following the acquisition of GCIC, the Company recorded its assets at their respective fair values and, as a result, the purchase premium allocated to the cost basis of the GCIC assets acquired was immediately recognized as unrealized depreciation on the Company's Consolidated Statement of Operations. The purchase premium allocated to investments in loan securities acquired from GCIC will amortize over the life of the loans through interest income with a corresponding reversal of the unrealized depreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to investments in equity securities will not amortize over the life of the equity securities through interest income and, assuming no subsequent change to the fair value of the GCIC equity securities acquired and disposition of such equity securities at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation upon disposition of the GCIC equity securities acquired.

As a supplement to U.S. generally accepted accounting principles (“GAAP”) financial measures, the Company is providing the following non-GAAP financial measures that it believes are useful for the reasons described below:
•
“Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” – excludes the amortization of the purchase premium and the accrual for the capital gain incentive fee required under GAAP (including the portion of such accrual that is not payable under the Company's investment advisory agreement) from net investment income calculated in accordance with GAAP.
•
“Adjusted Net Realized and Unrealized Gain/(Loss)” and “Adjusted Net Realized and Unrealized Gain/(Loss) Per Share” – excludes the unrealized loss resulting from the purchase premium write-down and the corresponding reversal of the unrealized loss from the amortization of the premium from the determination of realized and unrealized gain/(loss) in accordance with GAAP.
•
“Adjusted Net Income” and “Adjusted Earnings Per Share” – calculates net income and earnings per share based on Adjusted Net Investment Income and Adjusted Net Realized and Unrealized Gain/(Loss).
The Company believes that excluding the financial impact of the purchase premium write down in the above non-GAAP financial measures is useful for investors as it is a non-cash expense/loss resulting from the acquisition of GCIC and is one method the Company uses to measure its financial condition and results of operations. In addition, the Company believes excluding the accrual of the capital gain incentive fee in the above non-GAAP financial measures is useful as it includes the portion of such accrual that is not contractually payable under the terms of the Company’s investment advisory agreement with GC Advisors.
2 Distributions paid per share during the three months ended December 31, 2019 includes a special distribution of $0.13 per share.


Exhibit 99.1


First Fiscal Quarter 2020 Highlights

•
Net investment income per share for the quarter ended December 31, 2019 was $0.24 as compared to $0.37 for the quarter ended September 30, 2019. Excluding $0.09 per share in purchase premium amortization from the GCIC acquisition, Adjusted Net Investment Income Per Share1 for the quarter ended December 31, 2019 was $0.33. This compares to Adjusted Net Investment Income Per Share1 of $0.33 for the quarter ended September 30, 2019 when excluding $0.02 per share in purchase premium amortization from the GCIC acquisition and a ($0.06) per share reversal in the accrual for the capital gain incentive fee.
•
Net realized and unrealized gain per share for the quarter ended December 31, 2019 was $0.11 that was comprised of (i) $0.02 per share of net realized and unrealized gain on investments and foreign currency and (ii) a $0.09 per share reversal of unrealized depreciation resulting from the amortization of the purchase premium. Adjusted Net Realized and Unrealized Gain Per Share1 was $0.02 when excluding the $0.09 per share reversal of unrealized depreciation resulting from the amortization of purchase premium. This compares to net realized and unrealized loss per share of ($1.39) during the quarter ended September 30, 2019 that was comprised of (i) $0.02 per share of net realized and unrealized gain on investments and foreign currency, (ii) a ($1.43) per share loss of net unrealized depreciation resulting from the one-time write-down of the unamortized purchase premium allocated to the GCIC assets acquired and (iii) a $0.02 per share reversal of unrealized loss resulting from the amortization of the purchase premium. Adjusted Net Realized and Unrealized Gain Per Share1 for the quarter ended September 30, 2019 was $0.02 when excluding the ($1.43) per share loss of net unrealized depreciation resulting from the write-down of the GCIC acquisition purchase premium and the $0.02 per share reversal of unrealized loss resulting from the amortization of purchase premium.
•
Earnings per share for the quarter ended December 31, 2019 was $0.35 as compared to a loss of ($1.02) per share for the quarter ended September 30, 2019. Adjusted Earnings Per Share1 for each of the quarters ended December 31, 2019 and September 30, 2019 were $0.35, which is calculated as the sum of Adjusted Net Investment Income Per Share and Adjusted Net Realized and Unrealized Gain/(Loss) Per Share.
•
On December 30, 2019, we paid a quarterly distribution of $0.33 per share, an increase of $0.01 per share from before the GCIC acquisition. In addition, we also paid a special distribution of $0.13 per share, our fourth consecutive calendar year in which we have paid a special distribution. Primarily as a result of this special distribution, our net asset value per share declined to $16.66 as of December 31, 2019 from $16.76 as of September 30, 2019.
•
On February 4, 2020, our board of directors declared a quarterly distribution of $0.33 per share, which is payable on March 27, 2020 to stockholders of record as of March 6, 2020.

Portfolio and Investment Activities

As of December 31, 2019, the Company had investments in 250 portfolio companies with a total fair value of $4,329.2 million and had investments in Senior Loan Fund LLC ("SLF") and GCIC SLF LLC ("GCIC SLF") with a total aggregate fair value of $119.1 million. This compares to the Company’s portfolio as of September 30, 2019, as of which date the Company had investments in 241 portfolio companies with a total fair value of $4,169.3 million and investments in SLF and GCIC SLF with a total fair value of $123.6 million. Investments in portfolio companies as of December 31, 2019 and September 30, 2019 consisted of the following:

 
 
As of December 31, 2019
 
As of September 30, 2019
 
 
Investments
 
Percentage of
 
Investments
 
Percentage of
Investment
 
at Fair Value
 
Total
 
at Fair Value
 
Total
Type
 
(In thousands)
 
Investments
 
(In thousands)
 
Investments
Senior secured
 
$
545,176

 
12.2
%
 
$
589,340

 
13.7
%
One stop
 
3,676,789

 
82.7
%
 
3,474,116

 
80.9

Junior debt*
 
20,291

 
0.4
%
 
19,842

 
0.5

LLC equity interests in SLF and GCIC SLF
 
119,078

 
2.7
%
 
123,644

 
2.9

Equity
 
86,982

 
2.0
%
 
85,990

 
2.0

Total
 
$
4,448,316

 
100.0
%
 
$
4,292,932

 
100.0
%
 
 
 
 
 
 
 
 
 
* 
Junior debt is comprised of subordinated debt and second lien loans.




Exhibit 99.1



The following table shows the asset mix of our new investment commitments for the three months ended December 31, 2019:

 
For the three months ended December 31, 2019
 
New Investment
 
 
 
Commitments
 
Percentage of
 
(In thousands)
 
Commitments
 
 
 
 
Senior secured
$
11,610

 
4.3
%
One stop
257,329

 
94.9

Junior debt*
138

 
0.1

Equity
2,015

 
0.7

Total new investment commitments
$
271,092

 
100.0
%
 
 
 
 
* 
Junior debt is comprised of subordinated debt and second lien loans.

Total investments in portfolio companies at fair value were $4,448.3 million at December 31, 2019. As of December 31, 2019, total assets were $4,597.5 million, net assets were $2,229.1 million and net asset value per share was $16.66. 
Consolidated Results of Operations
For the first fiscal quarter of 2020, the Company reported GAAP net income of $47.0 million or $0.35 per share and Adjusted Net Income1 of $47.0 million or $0.35 per share. GAAP net investment income was $32.7 million or $0.24 per share and Adjusted Net Investment Income1 was $44.5 million or $0.33 per share.  GAAP net realized and unrealized gains1 was $14.3 million or $0.11 per share and Adjusted Realized and Unrealized Gains was $2.5 million or $0.02 per share. 

Net income can vary substantially from period to period due to various factors, including the level of new investment commitments, the recognition of realized gains and losses and unrealized appreciation and depreciation and as a result of the acquisition of GCIC. As a result, quarterly comparisons of net income may not be meaningful. 

Liquidity and Capital Resources
The Company’s liquidity and capital resources are derived from the Company’s debt securitizations (also known as collateralized loan obligations, or CLOs), U.S. Small Business Administration (“SBA”) debentures, revolving credit facilities and cash flow from operations. The Company’s primary uses of funds from operations include investments in portfolio companies and payment of fees and other expenses that the Company incurs. The Company has used, and expects to continue to use, its debt securitizations, SBA debentures, revolving credit facilities, proceeds from its investment portfolio and proceeds from offerings of its securities and its dividend reinvestment plan to finance its investment objectives.
As of December 31, 2019, the Company had cash, cash equivalents and foreign currencies of $19.4 million, restricted cash, cash equivalents and foreign currencies of $113.8 million and $2,264.8 million of debt outstanding. As of December 31, 2019, subject to leverage and borrowing base restrictions, we had approximately $159.4 million of remaining commitments and $26.5 million of availability, in the aggregate, on our revolving credit facilities with various banks.
Portfolio and Asset Quality

GC Advisors regularly assesses the risk profile of each of the Company’s investments and rates each of them based on an internal system developed by Golub Capital and its affiliates. This system is not generally accepted in our industry or used by


Exhibit 99.1


our competitors. It is based on the following categories, which we refer to as GC Advisors’ internal performance ratings:
 
 
 
Internal Performance Ratings
Rating
 
Definition
5
 
Involves the least amount of risk in our portfolio. The borrower is performing above expectations, and the trends and risk factors are generally favorable.
4
 
Involves an acceptable level of risk that is similar to the risk at the time of origination. The borrower is generally performing as expected, and the risk factors are neutral to favorable.
3
 
Involves a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination. The borrower may be out of compliance with debt covenants; however, loan payments are generally not past due.
2
 
Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due).
1
 
Involves a borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 1 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.
Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
The following table shows the distribution of the Company’s investments on the 1 to 5 internal performance rating scale at fair value as of December 31, 2019 and September 30, 2019:
 
 
December 31, 2019
 
September 30, 2019
Internal
 
Investments
 
Percentage of
 
Investments
 
Percentage of
Performance
 
at Fair Value
 
Total
 
at Fair Value
 
Total
Rating
 
(In thousands)
 
Investments
 
(In thousands)
 
Investments
5
 
$
176,411

 
4.0
%
 
$
115,318

 
2.7
%
4
 
3,861,016

 
86.8

 
3,787,809

 
88.2

3
 
322,177

 
7.2

 
337,358

 
7.9

2
 
88,676

 
2.0

 
52,434

 
1.2

1
 
36

 
0.0
*
 
13

 
0.0*

Total
 
$
4,448,316

 
100.0
%
 
$
4,292,932

 
100.0
%
*
Represents an amount less than 0.1%.

1  
See footnote 1 to 'Selected Financial Highlights' above.




Exhibit 99.1


Conference Call
The Company will host an earnings conference call at 10:30 a.m. (Eastern Time) on Tuesday, February 11, 2020 to discuss the quarterly financial results. All interested parties may participate in the conference call by dialing (800) 698-0339 approximately 10-15 minutes prior to the call; international callers should dial (312) 281-2958. Participants should reference Golub Capital BDC, Inc. when prompted. For a slide presentation that we intend to refer to on the earnings conference call, please visit the Investor Resources link on the homepage of our website (www.golubcapitalbdc.com) and click on the Quarter Ended 12.31.19 Investor Presentation under Events/Presentations. An archived replay of the call will be available shortly after the call until 12:30 p.m. (Eastern Time) on March 12, 2020. To hear the replay, please dial (800) 633-8284. International dialers, please dial (402) 977-9140. For all replays, please reference program ID number 21950992.





Exhibit 99.1


Golub Capital BDC, Inc. and Subsidiaries
 
 
 
Consolidated Statements of Financial Condition
 
 
 
(In thousands, except share and per share data)
 
 
 
 
December 31, 2019
 
September 30, 2019
Assets
(unaudited)
 
(audited)
Investments, at fair value (cost of $4,530,938 and $4,391,770, respectively)
$
4,448,316

 
$
4,292,932

Cash and cash equivalents
18,914

 
6,463

Unrestricted foreign currencies (cost of $512 and $54, respectively)
512

 
54

Restricted cash and cash equivalents
112,353

 
76,370

Restricted foreign currencies (cost of $1,444 and $1,321, respectively)
1,444

 
1,321

Interest receivable
14,507

 
16,790

Other assets
1,423

 
933

Total Assets
$
4,597,469

 
$
4,394,863

 
 
 
 
Liabilities
 
 
 
Debt
$
2,264,823

 
$
2,124,392

Less unamortized debt issuance costs
5,430

 
4,939

Debt less unamortized debt issuance costs
2,259,393

 
2,119,453

Other short-term borrowings (proceeds of $0 and $3,605, respectively)
65,833

 
—

Unrealized depreciation on forward currency contracts
1,365

 
115

Interest payable
17,324

 
13,380

Management and incentive fees payable
20,896

 
12,884

Accounts payable and accrued expenses
3,561

 
25,970

Accrued trustee fees
15

 
207

Total Liabilities
2,368,387

 
2,172,009

 
 
 
 
Net Assets
 
 
 
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of December 31, 2019 and September 30, 2019.
—

 
—

Common stock, par value $0.001 per share, 200,000,000 shares authorized, 133,805,764 issued and outstanding as of December 31, 2019; 200,000,000 shares authorized, 132,658,200 issued and outstanding as of September 30, 2019.
134

 
133

Paid in capital in excess of par
2,330,806

 
2,310,610

Distributable earnings
(101,858
)
 
(87,889
)
Total Net Assets
2,229,082

 
2,222,854

Total Liabilities and Total Net Assets
$
4,597,469

 
$
4,394,863

 
 
 
 
Number of common shares outstanding
133,805,764

 
132,658,200

Net asset value per common share
$
16.66

 
$
16.76










Exhibit 99.1


Golub Capital BDC, Inc. and Subsidiaries
 
 
 
 
Consolidated Statements of Operations
 
 
 
 
(In thousands, except share and per share data)
 
 
 
 
 
 
Three months ended
 
 
December 31, 2019
 
September 30, 2019
 
 
(unaudited)
 
(unaudited)
Investment income
 
 
Interest income
 
$
88,290

 
$
48,788

GCIC acquisition purchase price premium amortization
 
(11,837
)
 
(1,381
)
Dividend income
 
1,939

 
1,451

Fee income
 
215

 
119

Total investment income
 
78,607

 
48,977

 
 
 
 
 
Expenses
 
 
 
 
Interest and other debt financing expenses
 
22,278

 
12,262

Base management fee
 
15,206

 
8,164

Incentive fee
 
5,904

 
324

Professional fees
 
939

 
655

Administrative service fee
 
1,402

 
639

General and administrative expenses
 
147

 
140

Total expenses
 
45,876

 
22,184

Net investment income
 
32,731

 
26,793

 
 
 
 
 
Net gain (loss) on investment transactions
 
 
 
 
Net realized gain (loss) from:
 
 
 
 
Investments
 
2,656

 
(99
)
Foreign currency transactions
 
(155
)
 
195

Net realized gain (loss) in investment transactions
 
2,501

 
96

Net change in unrealized appreciation (depreciation) from:
 
 
 
 
Investments
 
16,216

 
(101,816
)
Translation of assets and liabilities in foreign currencies
 
(3,150
)
 
788

Forward currency contracts
 
(1,250
)
 
133

Net change in unrealized appreciation (depreciation) on investment transactions
 
11,816

—

(100,895
)
Net gain (loss) on investments
 
14,317

 
(100,799
)
 
 
 
 
 
Net increase in net assets resulting from operations
 
$
47,048

 
$
(74,006
)
 
 
 
 
 
Per Common Share Data
 
 
 
 
Basic and diluted earnings per common share
 
$
0.35

 
$
(1.02
)
Dividends and distributions declared per common share
 
$
0.46

 
$
0.32

Basic and diluted weighted average common shares outstanding
 
132,683,147

 
72,426,221





Exhibit 99.1


ABOUT GOLUB CAPITAL BDC, INC.

Golub Capital BDC, Inc. (“Golub Capital BDC”) is an externally-managed, non-diversified closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Golub Capital BDC invests primarily in one-stop and other senior secured loans of U.S. middle-market companies that are often sponsored by private equity investors. Golub Capital BDC’s investment activities are managed by its investment adviser, GC Advisors LLC, an affiliate of the Golub Capital group of companies (“Golub Capital”).

ABOUT GOLUB CAPITAL

Golub Capital is a market-leading, award-winning direct lender and credit asset manager, with over $30 billion of capital under management. Golub Capital specializes in delivering reliable, creative and compelling financing solutions to U.S. middle market companies backed by private equity sponsors. The firm’s credit expertise also forms the foundation of its Late Stage Lending business and its Broadly Syndicated Loan investment program. Across its activities, Golub Capital nurtures long-term, win-win partnerships that inspire repeat business from its private equity sponsor clients and investors. Founded over 25 years ago, Golub Capital today has over 450 employees and lending offices in Chicago, New York and San Francisco. For more information, please visit golubcapital.com.


FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. Golub Capital BDC, Inc. undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

Contact:

Ross Teune
312-284-0111
[email protected]

Source: Golub Capital BDC, Inc.