8-K

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 8, 2023

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):

☐ 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))

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 8, 2023, Golub Capital BDC, Inc. issued a press release announcing its financial results for its first fiscal quarter ended December 31, 2022. 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 8, 2023.

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 8, 2023	By:      /s/ Christopher C. Ericson
	Name:     Christopher C. Ericson
	Title:     Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

Golub Capital BDC, Inc. Declares Fiscal Year 2023 Second Quarter Distribution of$0.33 Per Share and Announces Fiscal Year 2023 First Quarter Financial Results

NEW YORK, NY, February 8, 2023 - Golub Capital BDC, Inc., a business development company (Nasdaq: GBDC), today announced its financial results for its first fiscal quarter ended December 31, 2022.

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, 2022		September 30, 2022
Investment portfolio, at fair value	$	5,451,946	$	5,446,356
Total assets	$	5,665,751	$	5,681,224
Net asset value per share	$	14.71	$	14.89
	Quarter Ended
	December 31, 2022		September 30, 2022
Net investment income per share	$	0.36	$	0.32
Amortization of purchase premium per share	0.01		0.01
Adjusted net investment income per share1	$	0.37	$	0.33
Accrual (reversal) for capital gain incentive fee per share	—		—
Adjusted net investment income before accrual for capital gain incentive fee per share1	$	0.37	$	0.33
Net realized/unrealized gain/(loss) per share	$	(0.21)	$	(0.27)
Reversal of realized / unrealized loss resulting from the purchase premium per share	(0.01)		(0.01)
Adjusted net realized/unrealized gain/(loss) per share1	$	(0.22)	$	(0.28)
Earnings/(loss) per share	$	0.15	$	0.05
Adjusted earnings/(loss) per share1	$	0.15	$	0.05
Net asset value per share	$	14.71	$	14.89
Distributions paid per share	$	0.33	$	0.30

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 premiumfrom net investment income calculated in accordance with GAAP.

•“Adjusted Net Investment Income Before Accrual for Capital Gain Incentive Fee” - Adjusted Net Investment Income excluding the accrual or reversal for the capital gain incentive fee required under 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/(Loss)” and “Adjusted Earnings/(Loss) Per Share” – calculates net income and earnings per share based on Adjusted Net Investment Income and Adjusted Net Realized and Unrealized Gain/(Loss).

Exhibit 99.1

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 under GAAP is useful as a portion of such accrual is not contractually payable under the terms of the Company’s investment advisory agreement with GC Advisors.

First Fiscal Quarter 2023 Highlights

•Net investment income per share for the quarter ended December 31, 2022 was $0.36 as compared to $0.32 for the quarter ended September 30, 2022. Excluding $0.01 per share in purchase premium amortization from the GCIC acquisition and no accrual or reversal for the capital gain incentive fee under GAAP, Adjusted Net Investment Income Before Accrual for Capital Gain Incentive Fee1 for the quarter ended December 31, 2022 was $0.37. This compares to Adjusted Net Investment Income Before Accrual for Capital Gain Incentive Fee1 of $0.33 for the quarter ended September 30, 2022 when excluding $0.01 per share in purchase premium amortization from the GCIC acquisition and no accrual or reversal for the capital gain incentive fee under GAAP.

•Net realized and unrealized loss per share for the quarter ended December 31, 2022 was $0.21. Adjusted Net Realized and Unrealized Loss Per Share1 was $0.22 when excluding the $0.01 per share reversal of net realized loss and unrealized depreciation resulting from the amortization of the purchase premium. The Adjusted Net Realized and Unrealized Loss Per Share1 for the quarter ended December 31, 2022 primarily resulted from unrealized losses on our portfolio of investments primarily driven by incremental spread widening in the market and, to a lesser extent, isolated deterioration in credit performance on a small number of borrowers that was partially offset by net realized gains of $0.02 per share. For additional analysis, please refer to the Quarter Ended 12.31.2022 Earnings Presentation available on the Investor Resources link on the homepage of the Company's website (www.golubcapitalbdc.com) under Events/Presentations. The Earnings Presentation was also filed with the Securities and Exchange Commission as an Exhibit to a Form 8-K. These results compare to net realized and unrealized loss per share of $0.27 during the quarter ended September 30, 2022. Adjusted Net Realized and Unrealized Loss Per Share1 for the quarter ended September 30, 2022 was $0.28 when excluding the $0.01 per share reversal of net realized loss and unrealized loss resulting from the amortization of the purchase premium.

•Earnings per share for the quarter ended December 31, 2022 was $0.15 as compared to $0.05 for the quarter ended September 30, 2022. Adjusted Earnings Per Share1 for the quarter ended December 31, 2022 was $0.15 as compared to $0.05 for the quarter ended September 30, 2022.

•Net asset value per share decreased to $14.71 at December 31, 2022 from $14.89 at September 30, 2022.

•On December 29, 2022, we paid a quarterly distribution of $0.33 per share and on February 7, 2023, our board of directors declared a quarterly distribution of $0.33 per share, which is payable on March 29, 2023 to stockholders of record as of March 3, 2023.

•During the three months ended December 31, 2022, the Golub Capital Employee Grant Program Rabbi Trust (the “Trust”) purchased approximately $16.3 million, or 1,242,471 shares of our common stock for the purpose of awarding incentive compensation to employees of Golub Capital. During calendar year 2022, the Trust purchased $56.7 million, or 4,140,641 shares of our common stock.

Portfolio and Investment Activities

As of December 31, 2022, the Company had investments in 332 portfolio companies with a total fair value of $5,451.9 million. This compares to the Company’s portfolio as of September 30, 2022, as of which date the Company had investments in 331 portfolio companies with a total fair value of $5,446.4 million. Investments in portfolio companies as of December 31, 2022 and September 30, 2022 consisted of the following:

	As of December 31, 2022				As of September 30, 2022
	Investments		Percentage of		Investments		Percentage of
	at Fair Value		Total		at Fair Value		Total
Investment Type	(In thousands)		Investments		(In thousands)		Investments
Senior secured	$	491,529	9.0	%	$	472,873	8.7	%
One stop	4,658,030		85.4		4,668,609		85.7
Junior debt*	28,123		0.6		27,055		0.5
Equity	274,264		5.0		277,819		5.1
Total	$	5,451,946	100.0	%	$	5,446,356	100.0	%

* Junior debt is comprised of second lien and subordinated debt.

Exhibit 99.1

The following table shows the asset mix of our new investment commitments for the three months ended December 31, 2022:

	For the three months ended December 31, 2022
	New Investment
	Commitments		Percentage of
	(In thousands)		Commitments
Senior secured	$	7,059	2.9	%
One stop	229,161		92.8
Junior debt*	50		0.0	^
Equity	10,697		4.3
Total new investment commitments	$	246,967	100.0	%

*	Junior debt is comprised of second lien and subordinated debt.
^	Represents an amount less than 0.1%.

Total investments in portfolio companies at fair value were $5,451.9 million at December 31, 2022. As of December 31, 2022, total assets were $5,665.8 million, net assets were $2,513.7 million and net asset value per share was $14.71. 

Consolidated Results of Operations

For the first fiscal quarter of 2023, the Company reported GAAP net income and Adjusted Net Income1 of $25.6 million or $0.15 per share. GAAP net investment income was $61.7 million or $0.36 per share and Adjusted Net Investment Income Before Accrual for Capital Gain Incentive Fee 1 was $63.8 million or $0.37 per share. GAAP net realized and unrealized gain/(loss) was $(36.3) million or $(0.21) per share and Adjusted Realized and Unrealized Gain/(Loss)1 was $(38.5) million or $(0.22) 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. As a result, quarterly comparisons of net income may not be meaningful. 

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

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), unsecured notes, 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, unsecured notes, 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, 2022, we had cash, cash equivalents and foreign currencies of $103.2 million, restricted cash and cash equivalents of $62.8 million and $3,100.1 million of debt outstanding. As of December 31, 2022, subject to leverage and borrowing base restrictions, we had approximately $538.9 million of remaining commitments and availability, in the aggregate, on our revolving credit facility with JPMorgan. In addition, as of December 31, 2022, we had $100.0 million of remaining commitments and availability on our unsecured line of credit with GC Advisors.

Exhibit 99.1

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 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 could 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 could 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. For additional analysis on the Company's internal performance ratings as of December 31, 2022, please refer to the Quarter Ended 12.31.2022 Earnings Presentation available on Investors Resources link on the homepage of the Company's website (www.golubcapitalbdc.com) under Events/Presentations.

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, 2022 and September 30, 2022:

	December 31, 2022				September 30, 2022
Internal	Investments		Percentage of		Investments		Percentage of
Performance	at Fair Value		Total		at Fair Value		Total
Rating	(In thousands)		Investments		(In thousands)		Investments
5	$	151,153	2.8	%	$	252,572	4.6	%
4	4,716,163		86.5		4,725,988		86.8
3	515,514		9.4		398,625		7.3
2	68,888		1.3		69,171		1.3
1	228		0.0	*	—		—
Total	$	5,451,946	100.0	%	$	5,446,356	100.0	%

* Represents an amount less than 0.1%.

Exhibit 99.1

Conference Call

The Company will host an earnings conference call at 1:00 pm (Eastern Time) on Thursday, February 9, 2023 to discuss the quarterly financial results. All interested parties may participate in the conference call by dialing (888) 330-3529 approximately 10-15 minutes prior to the call; international callers should dial +1 (646) 960-0656. 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 12.31.2022 Earnings Presentation under Events/Presentations. An archived replay of the call will be available shortly after the call until 11:59 p.m. (Eastern Time) on February 23, 2023. To hear the replay, please dial (800) 770-2030. International dialers, please dial +1 (647) 362-9199. For all replays, please reference program ID number 5111111.

Exhibit 99.1

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
(In thousands, except share and per share data)
	December 31, 2022		September 30, 2022
Assets	(unaudited)		(audited)
Investments, at fair value (cost of $5,583,415 and $5,569,604, respectively)	$	5,451,946	$	5,446,356
Cash and cash equivalents	96,422		117,290
Unrestricted foreign currencies (cost of $6,566 and $7,021, respectively)	6,785		6,847
Restricted cash and cash equivalents	62,826		56,416
Interest receivable	28,334		20,794
Other assets	19,438		33,521
Total Assets	$	5,665,751	$	5,681,224
Liabilities
Debt	$	3,100,057	$	3,093,603
Less unamortized debt issuance costs	(15,641)		(17,211)
Debt less unamortized debt issuance costs	3,084,416		3,076,392
Interest payable	24,942		20,384
Management and incentive fees payable	35,081		33,430
Accounts payable and accrued expenses	7,627		6,518
Total Liabilities	3,152,066		3,136,724
Net Assets
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of December 31, 2022 and September 30, 2022, respectively.	—		—
Common stock, par value $0.001 per share, 350,000,000 shares authorized, 170,895,670 issued and outstanding as of December 31, 2022 and September 30, 2022, respectively.	171		171
Paid in capital in excess of par	2,676,674		2,676,674
Distributable earnings	(163,160)		(132,345)
Total Net Assets	2,513,685		2,544,500
Total Liabilities and Total Net Assets	$	5,665,751	$	5,681,224
Number of common shares outstanding	170,895,670		170,895,670
Net asset value per common share	$	14.71	$	14.89

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, 2022		September 30, 2022
	(unaudited)		(unaudited)
Investment income
Interest income	$	134,350	$	119,925
GCIC acquisition purchase price premium amortization	(2,135)		(2,561)
Dividend income	4,133		312
Fee income	529		1,972
Total investment income	136,877		119,648
Expenses
Interest and other debt financing expenses	34,245		28,989
Base management fee	19,062		19,321
Incentive fee	16,011		14,109
Professional fees	1,208		940
Administrative service fee	2,175		1,750
General and administrative expenses	313		506
Total expenses	73,014		65,615
Net investment income before tax	63,863		54,033
Income and excise taxes	2,200		72
Net investment income after tax	61,663		53,961
Net gain (loss) on investment transactions
Net realized gain (loss) from:
Investments	2,775		3,101
Foreign currency transactions	56		(156)
Forward currency contracts	463		—
Net realized gain (loss) in investment transactions	3,294		2,945
Net change in unrealized appreciation (depreciation) from:
Investments	(41,071)		(48,528)
Translation of assets and liabilities in foreign currencies	15,897		(18,392)
Forward currency contracts	(14,448)		18,184
Net change in unrealized appreciation (depreciation) on investment transactions	(39,622)		(48,736)
Net gain (loss) on investments	(36,328)		(45,791)
Provision for taxes on realized gains on investments	(207)		(302)
Provision for taxes on unrealized appreciation on investments	453		215
Net increase (decrease) in net assets resulting from operations	$	25,581	$	8,083
Per Common Share Data
Basic and diluted earnings (loss) per common share	$	0.15	$	0.05
Dividends and distributions declared per common share	$	0.33	$	0.30
Basic and diluted weighted average common shares outstanding	170,895,670		170,895,670

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 experienced credit asset manager. The firm specializes in delivering reliable, creative and compelling financing solutions to companies backed by private equity sponsors. Golub Capital’s sponsor finance expertise also forms the foundation of its Broadly Syndicated Loan and Credit Opportunities investment programs. Golub Capital nurtures long-term, win-win partnerships that inspire repeat business from private equity sponsors and investors.

As of October 1, 2022, Golub Capital had over 725 employees and over $55 billion of capital under management, a gross measure of invested capital including leverage. The firm has lending offices in Chicago, New York, San Francisco and London. 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:

Christopher Ericson

312-212-4036

cericson@golubcapital.com

Source: Golub Capital BDC, Inc.

XML

Cover	Feb. 08, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 08, 2023
Entity Registrant Name	GOLUB CAPITAL BDC, INC.
Entity Incorporation, State or Country Code	DE
Securities Act File Number	814-00794
Entity Tax Identification Number	27-2326940
Entity Address, Address Line One	200 Park Avenue
Entity Address, Address Line Two	25th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10166
City Area Code	212
Local Phone Number	750-6060
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GBDC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001476765