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): November 18, 2014
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.) | ||||
| 150 South Wacker Drive, Suite 800, Chicago, IL | 60606 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 205-5050
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On November 18, 2014, Golub Capital BDC, Inc. issued a press release announcing its financial results for the fourth fiscal quarter ended September 30, 2014. 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 November 18, 2014 |
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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: November 18, 2014 | By: /s/ Ross A. Teune |
| Name: Ross A. Teune | |
| Title: Chief Financial Officer |
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FOR IMMEDIATE RELEASE:
Golub Capital BDC, Inc. Declares Fiscal Year 2015 First Quarter Distribution of $0.32 Per Share and Announces Fiscal Year 2014 Fourth Quarter Financial Results
CHICAGO, IL, November 18, 2014 – Golub Capital BDC, Inc., a business development company (NASDAQ: GBDC), today announced its financial results for the fourth fiscal quarter ended September 30, 2014.
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) | ||||||||
| September 30, 2014 | June 30, 2014 | |||||||
| Investment portfolio, at fair value | $ | 1,347,612 | $ | 1,324,890 | ||||
| Total assets | $ | 1,443,388 | $ | 1,462,113 | ||||
| Net asset value per share | $ | 15.55 | $ | 15.44 | ||||
| Quarter Ended | ||||||||
| September 30, 2014 | June 30, 2014 | |||||||
| Investment income | $ | 30,658 | $ | 28,029 | ||||
| Net investment income | $ | 14,850 | $ | 15,073 | ||||
| Net gain on investments and secured borrowings | $ | 5,332 | $ | 1,207 | ||||
| Net increase in net assets resulting from operations | $ | 20,182 | $ | 16,280 | ||||
| Net investment income per share | $ | 0.32 | $ | 0.32 | ||||
| Net gain on investments and secured borrowings per share | $ | 0.11 | $ | 0.03 | ||||
| Net earnings per share | $ | 0.43 | $ | 0.35 | ||||
Fourth Fiscal Quarter 2014 Highlights
| · | Net investment income for the quarter ended September 30, 2014 was $14.9 million, or $0.32 per share, as compared to $15.1 million, or $0.32 per share, for the quarter ended June 30, 2014; |
| · | Net gain on investments and secured borrowings for the quarter ended September 30, 2014 was $5.3 million, or $0.11 per share, as compared to $1.2 million, or $0.03 per share, for the quarter ended June 30, 2014; |
| · | Net increase in net assets resulting from operations for the quarter ended September 30, 2014 was $20.2 million, or $0.43 per share, as compared to $16.3 million, or $0.35 per share, for the quarter ended June 30, 2014; and |
| · | Our board of directors declared a quarterly distribution on November 17, 2014 of $0.32 per share, payable on December 29, 2014 to stockholders of record as of December 18, 2014. |
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Portfolio and Investment Activities
As of September 30, 2014, the Company had investments in 145 portfolio companies with a total fair value of $1,312.8 million and had investments in subordinated notes and limited liability company (“LLC”) interests in Senior Loan Fund LLC (“SLF”) with a total fair value of $34.8 million. This compares to the Company’s portfolio as of June 30, 2014, as of which date the Company had investments in 146 portfolio companies with a total fair value of $1,290.5 million and had investments in subordinated notes and LLC interests in SLF with a total fair value of $34.4 million. Investments in portfolio companies, excluding SLF, as of September 30, 2014 and June 30, 2014 consisted of the following:
| Investments at Fair Value | ||||||||
| (In thousands) | ||||||||
| Investment | As of | As of | ||||||
| Type | September 30, 2014 | June 30, 2014 | ||||||
| Senior secured | $ | 262,859 | $ | 289,390 | ||||
| One stop | 940,729 | 866,413 | ||||||
| Second lien | 59,964 | 86,784 | ||||||
| Subordinated debt | 3,710 | 4,164 | ||||||
| Equity | 45,519 | 43,742 | ||||||
| Total | $ | 1,312,781 | $ | 1,290,493 | ||||
For the quarter ended September 30, 2014, the Company originated $331.5 million in new middle-market investment commitments and made a net investment of $1.1 million in SLF, making total new investment commitments $332.6 million for the quarter. Approximately 11% of the new total investment commitments were senior secured loans, 81% were one stop loans, 6% were second lien, 2% were equity securities and less than 1% were investments in SLF. Overall, total investments at fair value increased by $22.7 million during the quarter ended September 30, 2014 after factoring in debt repayments, sales of securities, net fundings on revolvers and net change in unrealized gains (losses).
For the quarter ended September 30, 2014, the weighted average annualized investment income yield (which includes interest and fee income and amortization of capitalized fees and discounts) and the weighted average annualized income yield (which excludes income resulting from amortization of capitalized fees and discounts) on the fair value of earning investments in the Company’s portfolio were 9.3% and 8.2%, respectively.
Consolidated Results of Operations
Total investment income for the quarters ended September 30, 2014 and June 30, 2014 was $30.7 million and $28.0 million, respectively. This $2.7 million increase was primarily attributable to an increase in the average earning investment balance, higher fee income from prepayments and accretion of discounts resulting from increased payoffs in the quarter ended September 30, 2014.
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Total expenses for the quarters ended September 30, 2014 and June 30, 2014 were $15.8 million and $13.0 million, respectively. This $2.8 million increase was primarily due to increases to management and incentive fees due to higher average assets and average investment earning balances and related net investment income.
During the quarter ended September 30, 2014, the Company recorded a net realized gain of $10.3 million and recorded net unrealized depreciation of $5.0 million. The net realized gain was the result of the sale of five equity investments during the quarter. The net unrealized depreciation was primarily related to a reversal of net unrealized appreciation on the equity investments sold during the quarter which was partially offset by net unrealized appreciation on several middle-market debt and equity investments.
Liquidity and Capital Resources
The Company’s liquidity and capital resources are derived from the Company’s debt securitizations, 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 investment 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 to finance its investment objectives.
As of September 30, 2014, the Company had cash and cash equivalents of $5.1 million, restricted cash and cash equivalents of $74.8 million and $697.5 million of debt and secured borrowings outstanding. As of September 30, 2014, the Company had $137.6 million of commitments and $71.2 million available for additional borrowings on its revolving credit facilities, subject to leverage and borrowing base restrictions. As of September 30, 2014, the Company had $16.2 million of additional SBA debentures available, subject to customary SBA regulatory requirements.
On November 17, 2014, the Company’s board of directors declared a quarterly distribution of $0.32 per share, payable on December 29, 2014 to holders of record as of December 18, 2014.
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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 our competitors. It is based on the following categories, which we refer to as GC Advisors’ internal performance rating:
| 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 September 30, 2014 and June 30, 2014:
| September 30, 2014 | June 30, 2014 | |||||||||||||||||
| Internal | Investments | Percentage of | Investments | Percentage of | ||||||||||||||
| Performance | at Fair Value | Total | at Fair Value | Total | ||||||||||||||
| Rating | (In thousands) | Investments | (In thousands) | Investments | ||||||||||||||
| 5 | $ | 129,806 | 9.7 | % | $ | 305,316 | 23.0 | % | ||||||||||
| 4 | 1,144,232 | 84.9 | 949,643 | 71.7 | ||||||||||||||
| 3 | 68,944 | 5.1 | 65,257 | 4.9 | ||||||||||||||
| 2 | 4,625 | 0.3 | 4,459 | 0.4 | ||||||||||||||
| 1 | 5 | 0.0 | * | 215 | 0.0 | * | ||||||||||||
| Total | $ | 1,347,612 | 100.0 | % | $ | 1,324,890 | 100.0 | % | ||||||||||
* Represents an amount less than 0.1%.
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Conference Call
The Company will host an earnings conference call at 9:30 a.m. (Eastern Time) on Wednesday, November 19, 2014 to discuss the quarterly and annual financial results. All interested parties may participate in the conference call by dialing (877) 593-4291 approximately 10-15 minutes prior to the call; international callers should dial (513) 299-0703. 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 Relations link on the homepage of our website (www.golubcapitalbdc.com) and click on the Quarter Ended 09.30.14 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 December 20, 2014. To hear the replay, please dial (800) 633-8284. International dialers, please dial (402) 977-9140. For all replays, please reference program ID number 21737262.
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| Golub Capital BDC, Inc. and Subsidiaries | ||||||||
| Consolidated Statements of Financial Condition | ||||||||
| (In thousands, except share and per share data) | ||||||||
| September 30, 2014 | June 30, 2014 | |||||||
| Assets | (audited) | (unaudited) | ||||||
| Investments, at fair value (cost of $1,337,580 and $1,309,706, respectively) | $ | 1,347,612 | $ | 1,324,890 | ||||
| Cash and cash equivalents | 5,135 | 11,392 | ||||||
| Restricted cash and cash equivalents | 74,808 | 109,818 | ||||||
| Interest receivable | 5,791 | 5,222 | ||||||
| Deferred financing costs | 9,515 | 10,514 | ||||||
| Other assets | 527 | 277 | ||||||
| Total Assets | $ | 1,443,388 | $ | 1,462,113 | ||||
| Liabilities | ||||||||
| Debt | $ | 697,150 | $ | 703,300 | ||||
| Secured borrowings, at fair value (proceeds of $384 and $20,064, respectively) | 389 | 20,264 | ||||||
| Interest payable | 3,196 | 3,689 | ||||||
| Management and incentive fees payable | 8,451 | 5,897 | ||||||
| Accounts payable and accrued expenses | 1,397 | 2,140 | ||||||
| Accrued trustee fees | 66 | 49 | ||||||
| Total Liabilities | 710,649 | 735,339 | ||||||
| Net Assets | ||||||||
| Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, | ||||||||
| zero shares issued and outstanding as of September 30, 2014 and June 30, 2014. | - | - | ||||||
| Common stock, par value $0.001 per share, 100,000,000 shares authorized, 47,119,498 | ||||||||
| and 47,065,030 shares issued and outstanding as of September 30, 2014 and June 30, 2014, | ||||||||
| respectively | 47 | 47 | ||||||
| Paid in capital in excess of par | 720,479 | 718,760 | ||||||
| Undistributed net investment income | 3,627 | 1,647 | ||||||
| Net unrealized appreciation (depreciation) on investments, derivative instruments | ||||||||
| and secured borrowings | 12,694 | 17,652 | ||||||
| Net realized gain (loss) on investments and derivative instruments | (4,108 | ) | (11,332 | ) | ||||
| Total Net Assets | 732,739 | 726,774 | ||||||
| Total Liabilities and Total Net Assets | $ | 1,443,388 | $ | 1,462,113 | ||||
| Number of common shares outstanding | 47,119,498 | 47,065,030 | ||||||
| Net asset value per common share | $ | 15.55 | $ | 15.44 | ||||
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| Golub Capital BDC, Inc. and Subsidiaries | ||||||||
| Consolidated Statements of Operations | ||||||||
| (In thousands, except share and per share data) | ||||||||
| Three months ended | ||||||||
| September 30, 2014 | June 30, 2014 | |||||||
| (unaudited) | ||||||||
| Investment income | ||||||||
| Interest income | $ | 28,840 | $ | 26,035 | ||||
| Dividend income | 536 | 952 | ||||||
| Fee income | 1,282 | 1,042 | ||||||
| Total investment income | 30,658 | 28,029 | ||||||
| Expenses | ||||||||
| Interest and other debt financing expenses | 5,987 | 5,609 | ||||||
| Base management fee | 4,650 | 4,394 | ||||||
| Incentive fee | 3,833 | 1,607 | ||||||
| Professional fees | 574 | 578 | ||||||
| Administrative service fee | 548 | 655 | ||||||
| General and administrative expenses | 216 | 113 | ||||||
| Total expenses | 15,808 | 12,956 | ||||||
| Net investment income | 14,850 | 15,073 | ||||||
| Net gain (loss) on investments | ||||||||
| Net realized gain (loss) on investments | 10,290 | 1 | ||||||
| Net change in unrealized appreciation (depreciation) on investments | ||||||||
| and secured borrowings | (4,958 | ) | 1,206 | |||||
| Net gain (loss) on investments and secured borrowings | 5,332 | 1,207 | ||||||
| Net increase in net assets resulting from operations | $ | 20,182 | $ | 16,280 | ||||
| Per Common Share Data | ||||||||
| Basic and diluted earnings per common share | $ | 0.43 | $ | 0.35 | ||||
| Dividends and distributions declared per common share | $ | 0.32 | $ | 0.32 | ||||
| Basic and diluted weighted average common shares outstanding | 47,067,990 | 46,985,908 | ||||||
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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 senior secured, one stop, second lien and subordinated loans of 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 nationally recognized credit asset manager with over $10 billion of capital under management. Golub Capital has three highly complementary business lines: Middle Market Lending, Broadly Syndicated Loans and Opportunistic Credit. Golub Capital’s lending offices are located in Chicago, New York and San Francisco. For more information, please visit the firm’s website at www.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.
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