GOLUB CAPITAL BDC, Inc 8-K, filed Oct 19, 2020
GOLUB CAPITAL BDC, Inc. (GBDC)
8-K
2020-10-19
For: 2020-10-19
View Original
Added on
April 06, 2026
About this 8-K
GOLUB CAPITAL BDC, Inc filed this 8-K on October 19, 2020.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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): October 19, 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 10166_ _
(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) | ||
o 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 October 19, 2020, Golub Capital BDC, Inc. issued a press release announcing certain preliminary estimates of its financial condition and results of operations for its fourth fiscal quarter ended September 30, 2020. 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 October 19, 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: October 19, 2020 | By: /s/ Ross A. Teune | |||||||
Name: Ross A. Teune | ||||||||
Title: Chief Financial Officer | ||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Golub Capital BDC, Inc. Announces Preliminary Fiscal Year 2020 Fourth Quarter Financial Results
New York, NY, October 19, 2020 - Golub Capital BDC, Inc. (NASDAQ: GBDC) (“we,” “us,” “our,” “GBDC” or the “Company”) announced preliminary estimates of certain financial results for its fourth fiscal quarter ended September 30, 2020. The Company has elected to provide these results in light of ongoing financial market volatility and the evolving economic impact from COVID-19.
Set forth in the table below are certain preliminary estimates of our financial condition and results of operations for the three months ended September 30, 2020. These estimates are subject to the completion of financial closing procedures and are not a comprehensive statement of the Company’s financial results for the three months ended September 30, 2020. Actual results may differ materially from these estimates as a result of the completion of our financial closing procedures, final adjustments and other developments arising between now and the time that financial quarterly results for the three months ended September 30, 2020 are finalized. These preliminary estimates have been prepared by, and are the responsibility of, management. Our independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to such preliminary estimates, and, accordingly, does not express an opinion or any other form of assurance with respect thereto.
“GBDC expects strong earnings for the quarter ended September 30, 2020,” said David B. Golub, Chief Executive Officer of GBDC. “Our portfolio companies—including those in COVID 19-impacted industry sectors—generally continue to perform better than we expected.”
| PRELIMINARY ESTIMATES OF CERTAIN FINANCIAL RESULTS | |||||||||||||||||
| Estimated Ranges for the three months ended September 30, 2020 | |||||||||||||||||
| Net Investment Income Per Share | |||||||||||||||||
| Net investment income per share | $ | 0.22 | $ | 0.24 | |||||||||||||
Amortization of purchase premium per share1 | 0.05 | 0.05 | |||||||||||||||
Adjusted net investment income per share1 | 0.27 | 0.29 | |||||||||||||||
| Net Realized/Unrealized Gain (Loss) Per Share | |||||||||||||||||
| Net realized/unrealized gain (loss) per share | 0.31 | 0.37 | |||||||||||||||
Reversal of unrealized loss resulting from the amortization of the purchase price premium per share1 | (0.05) | (0.05) | |||||||||||||||
Adjusted net realized/unrealized gain (loss) per share1 | 0.26 | 0.32 | |||||||||||||||
| Earnings per Share | |||||||||||||||||
| Earnings per share | 0.53 | 0.61 | |||||||||||||||
Adjusted earnings per share1 | 0.53 | 0.61 | |||||||||||||||
Based on the estimated range of earnings per share in the table above, the Company is estimating a net asset value per share between $14.29 and $14.37 as of September 30, 2020, as shown below:
| Net Asset Value per Share | |||||||||||
| Actual net asset value per share, June 30, 2020 | $ | 14.05 | $ | 14.05 | |||||||
| Estimated earnings per share for the three months ended September 30, 2020 | 0.53 | 0.61 | |||||||||
| Dividend paid on September 29, 2020 | (0.29) | (0.29) | |||||||||
| Estimated net asset value per share, September 30, 2020 | $ | 14.29 | $ | 14.37 | |||||||
1 On September 16, 2019, the Company completed its acquisition of Golub Capital Investment Corporation ("GCIC"). The acquisition 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 and the liabilities assumed, 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.
Exhibit 99.1
As a supplement to U.S. generally accepted accounting principles (“GAAP”) financial measures, the Company is providing the following estimates of non-GAAP financial measures that it believes are useful for the reasons described below:
•“Adjusted Net Investment Income Per Share” - excludes the amortization of the purchase premium and the accrual for the capital gain incentive fee (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) 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 on loans or from the sale of equity investments from the determination of realized and unrealized gain/(loss) determined in accordance with GAAP.
•“Adjusted Earnings Per Share” - calculates net income and earnings per share based on Adjusted Net Investment Income Per Share and Adjusted Net Realized and Unrealized Gain/(Loss) Per Share.
The Company believes that excluding the financial impact of the purchase premium 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. Although these estimates of non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.
Other Fourth Fiscal Quarter 2020 Preliminary Estimates
•During the three months ended September 30, 2020, the Company estimates originations in new middle market investment commitments were $156.7 million. Approximately 74.0% of the new middle-market investment commitments were one stop loans, 25.0% were senior secured loans and 1.0% were equity securities. Total investments at fair value are estimated to have decreased by approximately $12.2 million during the three months ended September 30, 2020 after factoring in debt repayments, sales of securities, net fundings on revolvers, and net change in unrealized gains (losses).
•As of September 30, 2020, the Company estimates it had well over $400.0 million of liquidity in the form of cash, restricted cash, available commitments under its revolving credit facilities, and undrawn SBIC debentures and a GAAP debt-to-equity ratio between 0.83x and 0.87x.
•As of September 30, 2020, the Company was in compliance with all of its covenants under its revolving credit facilities and debt securitizations.
•As of September 30, 2020, the Company estimates that non-accrual investments as a percentage of total investments at fair value were less than 2.0% and that non-accrual investments as a percentage of total investments at cost were less than 2.8%. Additionally, the Company estimates that the number of non-accrual investments decreased from ten investments as of June 30, 2020 to nine investments as of September 30, 2020.
Conference Call
The Company will host an earnings conference call at 11:00 a.m. (Eastern Time) on Tuesday, December 1, 2020 to discuss its annual financial results. All interested parties may participate in the conference call by dialing (800) 771-6759 approximately 10-15 minutes prior to the call; international callers should dial (212) 231-2912. Participants should reference Golub Capital BDC, Inc. when prompted. An archived replay of the call will be available shortly after the call until 1:00 p.m. (Eastern Time) on December 31, 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 21970317.
Exhibit 99.1
ABOUT GOLUB CAPITAL BDC, INC.
Golub Capital BDC, Inc. (“GBDC”) 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. GBDC invests primarily in one stop and other senior secured loans to middle market companies that are often sponsored by private equity investors. GBDC’s investment activities are managed by its investment adviser, GC Advisors LLC, an affiliate of the Golub Capital LLC 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 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 500 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
rteune@golubcapital.com
Source: Golub Capital BDC, Inc.