DELAWARE | 814-00794 | 27-2326940 | ||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||
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)) |
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 |
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 April 13, 2020. |
SIGNATURES |
GOLUB CAPITAL BDC, INC. | ||
Date: April 13, 2020 | By: /s/ Ross A. Teune | |
Name: Ross A. Teune | ||
Title: Chief Financial Officer |
PRELIMINARY ESTIMATES OF CERTAIN FINANCIAL RESULTS | |||||||
Estimated to have | |||||||
Totaled between: | |||||||
Net Investment Income Per Share | |||||||
Net investment income per share | $ | 0.22 | $ | 0.26 | |||
Amortization of purchase premium per share1 | 0.10 | 0.08 | |||||
Adjusted net investment income per share1 | $ | 0.32 | $ | 0.34 | |||
Net Realized/Unrealized Gain (Loss) Per Share | |||||||
Net realized/unrealized gain (loss) per share | $ | (2.12 | ) | $ | (1.91 | ) | |
Reversal of unrealized loss resulting from the amortization of the purchase price premium per share1 | (0.10 | ) | (0.08 | ) | |||
Adjusted net realized/unrealized gain (loss) per share1 | $ | (2.22 | ) | $ | (1.99 | ) | |
Earnings per Share | |||||||
Earnings per share | $ | (1.90 | ) | $ | (1.65 | ) | |
Adjusted earnings per share1 | $ | (1.90 | ) | $ | (1.65 | ) | |
Net Asset Value per Share | |||||||
Net asset value per share | $ | 14.43 | $ | 14.68 | |||
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. |
• | “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. |
• | On April 9, 2020, our board of directors declared a quarterly distribution of $0.29 per share, payable on June 29, 2020 to stockholders of record as of June 9, 2020. |
• | We estimate our NAV per share as of March 31, 2020 will be between $14.43 and $14.68. |
• | As of March 31, 2020, we estimate 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 3.0%. Additionally, we estimate that the number of non-accrual investments increased from seven investments as of December 31, 2019 to ten investments as of March 31, 2020. |
• | As of March 31, 2020, we were in compliance with all of our covenants under our revolving credit facilities and debt securitizations. |
• | During the three months ended March 31, 2020, we estimate originations in new middle market investment commitments were $171.1 million. Approximately 66.0% of the new middle-market investment commitments were one stop loans, 33.0% were senior secured loans and 1.0% were equity securities. In addition, on January 1, 2020, we acquired the limited liability company equity interests in Senior Loan Fund LLC (“SLF”) and GCIC Senior Loan Fund LLC (“GCIC SLF”) that had been held by our joint venture partners. As a result of the transactions, on January 1, 2020, SLF and GCIC SLF became wholly-owned subsidiaries of ours and the assets and liabilities of SLF and GCIC SLF will be consolidated into our financial statements as of and for the period ended March 31, 2020. |
• | Total investments at fair value are estimated to have decreased by between $227.9 million and $247.9 million during the three months ended March 31, 2020 after factoring in debt repayments, sales of securities, net fundings on revolvers, and net change in unrealized gains (losses). |
• | For the three months ended March 31, 2020, the estimated adjusted net realized/unrealized loss per share of between $1.99 and $2.22 resulted from an increase in unrealized depreciation in respect of our portfolio company investments resulting from decreases in the fair value of some of our portfolio company investments primarily due to the immediate adverse economic effects of the COVID-19 pandemic, the continuing uncertainty surrounding its long-term impact and increases in the spread between the yields realized on risk-free and higher risk securities. |
• | We intend to announce final results of operations as of and for the three and six months ended March 31, 2020 on or around May 11, 2020. We intend to announce the timing of an earnings conference call to discuss the quarterly financial results on or around April 15, 2020. |