DELAWARE | 814-00794 | 27-2326940 | ||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
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 |
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)) |
Item 2.02. Results of Operations and Financial Condition. |
Item 9.01. Financial Statements and Exhibits. |
(d) Exhibits. |
99.1 Press release of Golub Capital BDC, Inc., dated as of Aug 7, 2019 |
SIGNATURES |
GOLUB CAPITAL BDC, INC. | ||
Date: August 7, 2019 | By: /s/ Ross A. Teune | |
Name: Ross A. Teune | ||
Title: Chief Financial Officer |
SELECTED FINANCIAL HIGHLIGHTS | |||||||
(in thousands, expect per share data) | |||||||
June 30, 2019 | March 31, 2019 | ||||||
Investment portfolio, at fair value | $ | 1,922,821 | $ | 1,955,013 | |||
Total assets | $ | 2,041,650 | $ | 2,039,608 | |||
Net asset value per share | $ | 15.95 | $ | 15.95 | |||
Quarter Ended | |||||||
June 30, 2019 | March 31, 2019 | ||||||
Investment income | $ | 42,105 | $ | 41,805 | |||
Net investment income | $ | 19,406 | $ | 20,056 | |||
Net gain (loss) on investments and foreign currency | $ | (206 | ) | $ | (2,268 | ) | |
Net increase in net assets resulting from operations | $ | 19,200 | $ | 17,788 | |||
Earnings per share | $ | 0.32 | $ | 0.29 | |||
Net gain (loss) on investments and foreign currency transactions per share (1) | $ | — | $ | (0.04 | ) | ||
Net investment income per share | $ | 0.32 | $ | 0.33 | |||
Accrual for (reversal of) capital gain incentive fee per share (1) | $ | — | $ | (0.01 | ) | ||
Net investment income before capital gain incentive fee accrual per share (2) | $ | 0.32 | $ | 0.32 | |||
(1) Represents an amount less than $0.01 per share. (2) As a supplement to U.S. generally accepted accounting principles ("GAAP") financial measures, the Company has provided this non-GAAP financial measure. The Company believes that this non-GAAP financial measure is useful as it excludes the accrual of the capital gain incentive fee, including the portion of such accrual that is not contractually payable under the terms of the Company's investment advisory agreement with GC Advisors (the “Investment Advisory Agreement”). As of June 30, 2019, the capital gain incentive fee accrued by the Company in accordance with GAAP is $4.5 million, none of which was payable as a capital gain incentive fee pursuant to the Investment Advisory Agreement as of June 30, 2019. Any payment due under the terms of the Investment Advisory Agreement is calculated in arrears as of the end of each calendar year or upon termination of the Investment Advisory Agreement. The Company paid a capital gain incentive fee in the amount of $1.6 million and $1.2 million calculated in accordance with the Investment Advisory Agreement as of December 31, 2018 and 2017, respectively. The Company did not pay any capital gain incentive fee under the Investment Advisory Agreement for any period ended prior to December 31, 2017. Although this non-GAAP financial measure is intended to enhance investors’ understanding of the Company’s business and performance, this non GAAP financial measure should not be considered an alternative to GAAP. |
• | Net increase in net assets resulting from operations for the quarter ended June 30, 2019 was $19.2 million, or $0.32 per share, as compared to $17.8 million, or $0.29 per share, for the quarter ended March 31, 2019; |
• | Net investment income for the quarter ended June 30, 2019 was $19.4 million, or $0.32 per share, as compared to $20.1 million, or $0.33 per share, for the quarter ended March 31, 2019; |
• | Net investment income for the quarter ended June 30, 2019, excluding a $28,000 accrual for the capital gain incentive fee under GAAP, was $19.4 million, or $0.32 per share, as compared to $19.4 million, or $0.32 per share, excluding a $0.7 million reversal for the capital gain incentive fee under GAAP, for the quarter ended March 31, 2019; |
• | Net loss on investments and foreign currency for the quarter ended June 30, 2019 was $0.2 million, or less than $0.01 per share, as compared to a net loss of $2.3 million, or $0.04 per share, for the quarter ended March 31, 2019; |
• | Our board of directors declared on August 6, 2019 a quarterly distribution of $0.32 per share which is payable on September 27, 2019 to stockholders of record as of August 19, 2019; and |
• | On July 11, 2019, the Company filed an amended registration statement on Form N-14, which included a joint proxy statement of the Company and Golub Capital Investment Corporation ("GCIC") and a prospectus of the Company, in connection with the Company’s proposed merger with GCIC. The registration statement was declared effective by the SEC on July 12, 2019 and the special meetings for each of the Company's and GCIC's stockholders are scheduled for September 4, 2019. We remain very excited about the proposed merger with GCIC, which we anticipate to close |
As of June 30, 2019 | As of March 31, 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 | $ | 264,915 | 13.8 | % | $ | 248,468 | 12.7 | % | ||||||
One stop | 1,529,670 | 79.5 | 1,579,720 | 80.8 | ||||||||||
Second lien | 10,928 | 0.6 | 9,434 | 0.5 | ||||||||||
Subordinated debt | 171 | 0.0 | * | 609 | 0.0 | * | ||||||||
LLC equity interests in SLF | 71,742 | 3.7 | 71,742 | 3.7 | ||||||||||
Equity | 45,395 | 2.4 | 45,040 | 2.3 | ||||||||||
Total | $ | 1,922,821 | 100.0 | % | $ | 1,955,013 | 100.0 | % | ||||||
* | Represents an amount less than 0.1%. |
For the three months ended June 30, 2019 | ||||||
New Investment | ||||||
Commitments | Percentage of | |||||
(In thousands) | Commitments | |||||
Senior secured | $ | 22,686 | 14.4 | % | ||
One stop | 131,944 | 84.0 | ||||
Second lien | 1,513 | 1.0 | ||||
Subordinated debt | — | — | ||||
LLC equity interests in SLF | — | — | ||||
Equity | 908 | 0.6 | ||||
Total new investment commitments | $ | 157,051 | 100.0 | % | ||
* | Represents an amount less than 0.1%. |
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. |
June 30, 2019 | March 31, 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 | $ | 71,110 | 3.7 | % | $ | 116,854 | 6.0 | % | ||||||
4 | 1,653,286 | 86.0 | 1,644,156 | 84.1 | ||||||||||
3 | 178,225 | 9.3 | 176,088 | 9.0 | ||||||||||
2 | 20,189 | 1.0 | 17,899 | 0.9 | ||||||||||
1 | 11 | 0.0 | * | 16 | 0.0 | * | ||||||||
Total | $ | 1,922,821 | 100.0 | % | $ | 1,955,013 | 100.0 | % |
* | Represents an amount less than 0.1%. |
Golub Capital BDC, Inc. and Subsidiaries | |||||||
Consolidated Statements of Financial Condition | |||||||
(In thousands, except share and per share data) | |||||||
June 30, 2019 | March 31, 2019 | ||||||
Assets | (unaudited) | (unaudited) | |||||
Total investments at fair value (amortized cost of $1,919,841 and $1,952,719, respectively) | $ | 1,922,821 | $ | 1,955,013 | |||
Cash and cash equivalents | 8,158 | 5,635 | |||||
Unrestricted foreign currencies (cost of $124 and $207, respectively) | 124 | 207 | |||||
Restricted cash and cash equivalents | 101,541 | 70,308 | |||||
Restricted foreign currencies (cost of $827 and $0, respectively) | 831 | — | |||||
Interest receivable | 6,648 | 7,418 | |||||
Other assets | 1,527 | 1,027 | |||||
Total Assets | $ | 2,041,650 | $ | 2,039,608 | |||
Liabilities | |||||||
Debt | $ | 1,047,136 | $ | 1,051,173 | |||
Less unamortized debt issuance costs | 4,780 | 4,938 | |||||
Debt less unamortized debt issuance costs | 1,042,356 | 1,046,235 | |||||
Other short-term borrowings (proceeds of $3,605 and $0, respectively) | 3,501 | — | |||||
Interest payable | 9,480 | 9,851 | |||||
Management and incentive fees payable | 14,563 | 15,017 | |||||
Accounts payable and accrued expenses | 3,050 | 2,192 | |||||
Payable for open trades | 366 | — | |||||
Accrued trustee fees | 114 | 78 | |||||
Total Liabilities | 1,073,430 | 1,073,373 | |||||
Net Assets | |||||||
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2019 and March 31, 2019 | — | — | |||||
Common stock, par value $0.001 per share, 100,000,000 shares authorized, 60,715,908 and 60,587,403 shares issued and outstanding as of June 30, 2019 and March 31, 2019, respectively | 61 | 61 | |||||
Paid in capital in excess of par | 958,681 | 956,508 | |||||
Distributable earnings | 9,478 | 9,666 | |||||
Total Net Assets | 968,220 | 966,235 | |||||
Total Liabilities and Total Net Assets | $ | 2,041,650 | $ | 2,039,608 | |||
Number of common shares outstanding | 60,715,908 | 60,587,403 | |||||
Net asset value per common share | $ | 15.95 | $ | 15.95 |
Golub Capital BDC, Inc. and Subsidiaries | ||||||||
Consolidated Statements of Operations | ||||||||
(In thousands, except share and per share data) | ||||||||
Three months ended | ||||||||
June 30, 2019 | March 31, 2019 | |||||||
(unaudited) | (unaudited) | |||||||
Investment income | ||||||||
Interest income | $ | 41,522 | $ | 41,661 | ||||
Dividend income | 59 | 19 | ||||||
Fee income | 524 | 125 | ||||||
Total investment income | 42,105 | 41,805 | ||||||
Expenses | ||||||||
Interest and other debt financing expenses | 10,849 | 10,636 | ||||||
Base management fee | 6,675 | 6,594 | ||||||
Incentive fee | 3,529 | 3,066 | ||||||
Professional fees | 727 | 666 | ||||||
Administrative service fee | 681 | 663 | ||||||
General and administrative expenses | 238 | 124 | ||||||
Total expenses | 22,699 | 21,749 | ||||||
Net investment income | 19,406 | 20,056 | ||||||
Net gain (loss) on investments | ||||||||
Net realized gain (loss) on investments and foreign currency transactions | (700 | ) | (1,861 | ) | ||||
Net change in unrealized appreciation (depreciation) on investments and foreign currency translation | 494 | (407 | ) | |||||
Net gain (loss) on investments | (206 | ) | (2,268 | ) | ||||
Net increase in net assets resulting from operations | $ | 19,200 | $ | 17,788 | ||||
Per Common Share Data | ||||||||
Basic and diluted earnings per common share | $ | 0.32 | $ | 0.29 | ||||
Dividends and distributions declared per common share | $ | 0.32 | $ | 0.32 | ||||
Basic and diluted weighted average common shares outstanding | 60,591,639 | 60,429,580 |