GBDC Golub Capital BDC Inc

 

 

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): August 7, 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 August 7, 2014, Golub Capital BDC, Inc. issued a press release announcing its financial results for the third fiscal quarter ended June 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 August 7, 2014

 

 

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:	August 7, 2014	By:	/s/ Ross A. Teune
			Name: Ross A. Teune
			Title:   Chief Financial Officer

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE:

 

Golub Capital BDC, Inc. Declares Fourth Fiscal Quarter Distribution of $0.32 Per Share and Announces Third Fiscal Quarter Financial Results

 

CHICAGO, IL, August 7, 2014 – Golub Capital BDC, Inc., a business development company (NASDAQ: GBDC), today announced its financial results for the third fiscal quarter ended June 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)

 

		June 30, 2014				March 31, 2014
Investment portfolio, at fair value		$	1,324,890			$	1,253,597
Total assets		$	1,462,113			$	1,321,644
Net asset value per share		$	15.44			$	15.41

 

			Quarter Ended
		June 30, 2014				March 31, 2014
Investment income		$	28,029			$	25,260
Net investment income		$	15,073			$	13,352
Net gain on investments and secured borrowings		$	1,207			$	737
Net increase in net assets resulting from operations		$	16,280			$	14,089
Net investment income per share		$	0.32			$	0.31
Net gain on investments and secured borrowings per share		$	0.03			$	0.01
Net earnings per share		$	0.35			$	0.32

 

Third Fiscal Quarter 2014 Highlights

 

·

Net investment income for the quarter ended June 30, 2014 was $15.1 million, or $0.32 per share, as compared to $13.3 million, or $0.31 per share, for the quarter ended March 31, 2014;

 

·

Net gain on investments and secured borrowings for the quarter ended June 30, 2014 was $1.2 million, or $0.03 per share, as compared to $0.7 million, or $0.01 per share, for the quarter ended March 31, 2014;

 

·

Net increase in net assets resulting from operations for the quarter ended June 30, 2014 was $16.3 million, or $0.35 per share, as compared to $14.1 million, or $0.32 per share, for the quarter ended March 31, 2014; and

 

·

Our board of directors declared a quarterly distribution on August 5, 2014 of $0.32 per share, payable on September 26, 2014 to stockholders of record as of September 16, 2014.

 

 

Portfolio and Investment Activities

 

As of June 30, 2014, 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 limited liability company (“LLC”) interests in Senior Loan Fund LLC (“SLF”) with a total fair value of $34.4 million.  This compares to the Company’s portfolio as of March 31, 2014, as of which date the Company had investments in 139 portfolio companies with a total fair value of $1,211.9 million and had investments in subordinated notes and LLC interests in SLF with a total fair value of $41.7 million.  Investments in portfolio companies as of June 30, 2014 and March 31, 2014 consisted of the following:

 

		Investments at Fair Value
		(In thousands)
Investment		As of				As of
Type		June 30, 2014				March 31, 2014
Senior secured		$	289,390			$	282,229
One stop			866,413				773,625
Second lien			86,784				111,799
Subordinated debt			4,164				4,164
Equity			43,742				40,071
Total		$	1,290,493			$	1,211,888

 

For the quarter ended June 30, 2014, the Company originated $155.7 million in new middle-market investment commitments and invested $3.0 million in SLF, making total new investment commitments $158.7 million for the quarter. Approximately 18% of the new total investment commitments were senior secured loans, 79% were one stop loans, 1% was equity securities and 2% were investments in SLF. Overall, total investments at fair value increased by $71.3 million during the quarter ended June 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 June 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 8.9% and 8.3%, respectively.

 

Consolidated Results of Operations

 

Total investment income for the quarter ended June 30, 2014 and March 31, 2014 was $28.0 million and $25.2 million, respectively. This $2.8 million increase was primarily attributable to an increase in the average earning investment balance, higher fee income from prepayments and higher dividend income in the quarter ended June 30, 2014.

 

 

Total expenses for the quarter ended June 30, 2014 and March 31, 2014 were $13.0 million and $11.9 million, respectively. This $1.1 million increase was primarily due to a $1.1 million increase in interest and other debt financing expenses resulting from an increase in the average outstanding borrowing balance and an increase in the amortization of capitalized debt issuance costs. The increase in amortization of capitalized debt issuance costs is primarily due to additional capitalized debt issuance costs associated with the Company’s $402.6 million term debt securitization completed on June 5, 2014 and the acceleration of capitalized debt issuance costs resulting from the downsize of our senior secured revolving credit facility.

 

During the quarter ended June 30, 2014, the Company recorded a net realized gain of less than $0.1 million and recorded net unrealized appreciation of $1.2 million. The net unrealized appreciation was primarily related to 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 June 30, 2014, the Company had cash and cash equivalents of $11.4 million, restricted cash and cash equivalents of $109.8 million and $723.6 million of debt and secured borrowings outstanding. As of June 30, 2014, the Company had $131.5 million of commitments and $52.8 million available for additional borrowings on its revolving credit facilities, subject to leverage and borrowing base restrictions. As of June 30, 2014, the Company had $16.2 million of additional SBA debentures available, subject to customary SBA regulatory requirements.

 

On August 5, 2014, the Company’s board of directors declared a quarterly distribution of $0.32 per share, payable on September 26, 2014 to holders of record as of September 16, 2014.

 

 

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 June 30, 2014 and March 31, 2014:

 

		June 30, 2014								March 31, 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		$	305,316				23.0	%		$	251,829				20.1	%
4			949,643				71.7				937,477				74.8
3			65,257				4.9				61,918				4.9
2			4,459				0.4				1,857				0.2
1			215				-	*			516				-	*
Total		$	1,324,890				100.0	%		$	1,253,597				100.0	%

 

* Represents an amount less than 0.1%.

 

 

Conference Call

 

The Company will host an earnings conference call at 12:30 p.m. (Eastern Time) on Thursday, August 7, 2014 to discuss the quarterly financial results. All interested parties may participate in the conference call by dialing (800) 891-8257 approximately 10-15 minutes prior to the call; international callers should dial (212) 231-2929. 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 06.30.14 Investor Presentation under Events and Presentations. An archived replay of the call will be available shortly after the call until 2:30 p.m. (Eastern Time) on September 6, 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 21727461.

 

 

Golub Capital BDC, Inc. and Subsidiaries

Consolidated Statements of Financial Condition

(In thousands, except share and per share data)

 

		June 30, 2014				March 31, 2014
Assets		(unaudited)				(unaudited)
Investments, at fair value (cost of $1,309,706 and $1,239,603, respectively)		$	1,324,890			$	1,253,597
Cash and cash equivalents			11,392				12,810
Restricted cash and cash equivalents			109,818				41,261
Interest receivable			5,222				4,958
Deferred financing costs			10,514				8,712
Other assets			277				306
Total Assets		$	1,462,113			$	1,321,644
Liabilities
Debt		$	703,300			$	572,150
Secured borrowings, at fair value (proceeds of $20,064 and $18,008, respectively)			20,264				18,222
Interest payable			3,689				1,691
Management and incentive fees payable			5,897				5,736
Accounts payable and accrued expenses			2,140				1,842
Accrued trustee fees			49				73
Total Liabilities			735,339				599,714
Net Assets
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized,
zero shares issued and outstanding as of June 30, 2014 and March 31, 2014			-				-
Common stock, par value $0.001 per share, 100,000,000 shares authorized, 47,065,030
and 46,857,608 shares issued and outstanding as of June 30, 2014 and March 31, 2014,
respectively			47				47
Paid in capital in excess of par			718,760				715,148
Undistributed net investment income			1,647				1,622
Net unrealized appreciation (depreciation) on investments, derivative instruments
and secured borrowings			17,652				16,446
Net realized gain (loss) on investments and derivative instruments			(11,332	)			(11,333	)
Total Net Assets			726,774				721,930
Total Liabilities and Total Net Assets		$	1,462,113			$	1,321,644
Number of common shares outstanding			47,065,030				46,857,608
Net asset value per common share		$	15.44			$	15.41

 

 

Consolidated Statements of Operations

(In thousands, except share and per share data)

 

		Three months ended
		June 30, 2014				March 31, 2014
		(unaudited)
Investment income
Interest income		$	26,035			$	24,977
Dividend income			952				262
Fee income			1,042				21
Total investment income			28,029				25,260
Expenses
Interest and other debt financing expenses			5,609				4,540
Base management fee			4,394				4,185
Incentive fee			1,607				1,656
Professional fees			578				640
Administrative service fee			655				742
General and administrative expenses			113				145
Total expenses			12,956				11,908
Net investment income			15,073				13,352
Net gain (loss) on investments
Net realized gain (loss) on investments			1				87
Net change in unrealized appreciation (depreciation) on investments
and secured borrowings			1,206				650
Net gain (loss) on investments and secured borrowings			1,207				737
Net increase in net assets resulting from operations		$	16,280			$	14,089
Per Common Share Data
Basic and diluted earnings per common share		$	0.35			$	0.32
Dividends and distributions declared per common share		$	0.32			$	0.32
Basic and diluted weighted average common shares outstanding			46,985,908				43,754,776

 

 

ABOUT GOLUB CAPITAL BDC, INC.

 

Golub Capital BDC, Inc. invests primarily in senior secured, one stop, second lien and subordinated loans of, and warrants and minority equity securities in, middle-market companies that are, in most cases, sponsored by private equity investors. Golub Capital BDC, Inc.’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

 

With over $10 billion of capital under management, Golub Capital is a leading provider of financing solutions for the middle market, including one-loan financings (through the firm's proprietary MiniGOLD, GOLD, and MegaGOLD facilities), senior, second lien, and subordinated debt, preferred stock and co-investment equity. The firm underwrites and syndicates senior credit facilities up to $300 million. Golub Capital's hold sizes range up to $200 million per transaction.

 

Golub Capital has been a top 3 Traditional Middle Market Bookrunner each year from 2008 through 1Q 2014 for senior secured loans of up to $100 million for leveraged buyouts (according to Thomson Reuters LPC and internal data; based on number of deals). In 2013, Golub Capital was awarded Finance Monthly’s Global Awards 2013 “Credit Asset Manager of the Year,” and DealMakers M&A Awards 2013 “Middle Market Lender of the Year.” In 2012, Golub Capital was awarded ACG New York Champion’s Award for “Senior Lender Firm of the Year” and the M&A Advisor award for “Lender Firm of the Year.” Golub Capital is a national firm with principal offices in Chicago and New York. 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.