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): May 11, 2015
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 May 11, 2015, Golub Capital BDC, Inc. issued a press release
announcing its financial results for its second fiscal quarter ended March 31, 2015. 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. |
99.1 |
Press release of Golub Capital BDC, Inc., dated as of May 11, 2015 |
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: May 11, 2015 |
By: |
/s/ Ross A. Teune |
|
Name: |
Ross A. Teune |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE:
Golub Capital BDC, Inc. Declares Fiscal Year 2015 Third Quarter
Distribution of $0.32 Per Share and Announces Fiscal Year 2015 Second Quarter Financial Results
CHICAGO, IL, May 11, 2015 – Golub Capital BDC,
Inc., a business development company (NASDAQ: GBDC), today announced its financial results for its second fiscal quarter ended
March 31, 2015.
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) |
| |
March 31, 2015 | | |
December 31, 2014 | |
Investment portfolio, at fair value | |
$ | 1,423,063 | | |
$ | 1,400,726 | |
Total assets | |
$ | 1,503,603 | | |
$ | 1,460,583 | |
Net asset value per share | |
$ | 15.61 | | |
$ | 15.55 | |
| |
Quarter Ended | |
| |
March 31, 2015 | | |
December 31, 2014 | |
Investment income | |
$ | 28,461 | | |
$ | 27,545 | |
Net investment income | |
$ | 13,754 | | |
$ | 14,557 | |
Net gain on investments and secured borrowings | |
$ | 4,107 | | |
$ | 615 | |
Net increase in net assets resulting from operations | |
$ | 17,861 | | |
$ | 15,172 | |
| |
| | | |
| | |
Net earnings per share | |
$ | 0.38 | | |
$ | 0.32 | |
Net gain on investments and secured borrowings per share | |
$ | 0.09 | | |
$ | 0.01 | |
Net investment income per share | |
$ | 0.29 | | |
$ | 0.31 | |
Accrual for capital gain incentive fee per share | |
$ | 0.02 | | |
$ | - | |
Net investment income before capital gain incentive fee accrual per share | |
$ | 0.31 | | |
$ | 0.31 | |
Second Fiscal Quarter 2015 Highlights
| · | Net increase in net assets resulting from operations for the quarter ended March 31, 2015
was $17.9 million, or $0.38 per share, as compared to $15.2 million, or $0.32 per share, for the quarter ended December 31, 2014; |
| · | Net gain on investments and secured borrowings for the quarter ended March 31, 2015 was $4.1
million, or $0.09 per share, as compared to $0.6 million, or $0.01 per share, for the quarter ended December 31, 2014; |
| · | Net investment income for the quarter ended March 31, 2015 was $13.8 million, or $0.29 per
share, as compared to $14.6 million, or $0.31 per share, for the quarter ended December 31, 2014; |
| · | Net investment income for the quarter ended March 31, 2015, excluding a $1.0 million, or
$0.02 per share, accrual under U.S. generally accepted accounting principles for a capital gains incentive fee, was $14.8 million,
or $0.31 per share; and |
| · | Our board of directors declared a quarterly distribution on May 11, 2015 of $0.32 per share,
payable on June 29, 2015 to stockholders of record as of June 18, 2015. |
Portfolio and Investment Activities
As of March 31, 2015, the
Company had investments in 146 portfolio companies with a total fair value of $1,366.0 million and had investments in subordinated
notes and limited liability company (“LLC”) equity interests in Senior Loan Fund LLC (“SLF”) with a total
fair value of $57.0 million. This compares to the Company’s portfolio as of December 31, 2014, as of which date the Company
had investments in 147 portfolio companies with a total fair value of $1,361.0 million and had investments in subordinated notes
and LLC equity interests in SLF with a total fair value of $39.7 million. Investments in portfolio companies, excluding SLF, as
of March 31, 2015 and December 31, 2014 consisted of the following:
| |
As of March 31, 2015 | | |
As of December 31, 2014 | |
| |
Investments | | |
Percentage of | | |
Investments | | |
Percentage of | |
Investment | |
at Fair Value | | |
Total | | |
at Fair Value | | |
Total | |
Type | |
(In thousands) | | |
Investments | | |
(In thousands) | | |
Investments | |
Senior secured | |
$ | 212,370 | | |
| 15.5 | % | |
$ | 245,689 | | |
| 18.0 | % |
One stop | |
| 1,042,534 | | |
| 76.3 | | |
| 1,005,954 | | |
| 73.9 | |
Second lien | |
| 59,708 | | |
| 4.4 | | |
| 59,457 | | |
| 4.4 | |
Subordinated debt | |
| 3,523 | | |
| 0.3 | | |
| 3,724 | | |
| 0.3 | |
Equity | |
| 47,913 | | |
| 3.5 | | |
| 46,197 | | |
| 3.4 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
$ | 1,366,048 | | |
| 100.0 | % | |
$ | 1,361,021 | | |
| 100.0 | % |
The following table shows
the asset mix of our new investment commitments for the three months ended March 31, 2015:
| |
For the three months ended March 31, 2015 | |
| |
New Investment | | |
| |
| |
Commitments | | |
Percentage of | |
| |
(In thousands) | | |
Commitments | |
| |
| | |
| |
Senior secured | |
$ | 56,314 | | |
| 31.5 | % |
One stop | |
| 102,971 | | |
| 57.5 | |
Subordinated notes in SLF | |
| 12,687 | | |
| 7.1 | |
LLC equity interests in SLF | |
| 4,376 | | |
| 2.4 | |
Equity securities | |
| 2,634 | | |
| 1.5 | |
| |
| | | |
| | |
Total new investment commitments | |
$ | 178,982 | | |
| 100.0 | % |
Overall, total investments
at fair value increased by $22.3 million during the three months ended March 31, 2015 after factoring in debt repayments, sales
of securities, net fundings on revolvers and net change in unrealized gains (losses). Total investments at fair value held by SLF
increased by $67.5 million 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, 2015, 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 income producing investments in the Company’s portfolio were 8.4%
and 7.9%, respectively.
Consolidated Results of Operations
Total investment income for
the quarters ended March 31, 2015 and December 31, 2014 was $28.5 million and $27.5 million, respectively. This $1.0 million increase
was primarily attributable to higher prepayment fees and dividend income earned during the quarter ended March 31, 2015.
Total expenses for the quarters
ended March 31, 2015 and December 31, 2014 were $14.7 million and $13.0 million, respectively. This $1.7 million increase was primarily
attributable to a $1.0 million accrual for a capital gain incentive fee under GAAP as a result of realized gains on equity investments
and market appreciation on debt and equity investments.
During the quarter ended March
31, 2015, the Company recorded a net realized gain of $4.5 million and recorded net unrealized depreciation of $0.4 million. The
realized gains mainly related to the sale of two equity investments. The net unrealized depreciation included the reversal of the
net unrealized appreciation on the two equity investments that were sold during the quarter, offset by net unrealized appreciation
on several middle market debt and equity securities.
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 March 31, 2015, the
Company had cash and cash equivalents of $3.1 million, restricted cash and cash equivalents of $54.5 million and $754.5 million
of debt and secured borrowings outstanding. As of March 31, 2015, the Company had $80.3 million of remaining commitments and $38.4
million available for additional borrowings on its revolving credit facilities, subject to leverage and borrowing base restrictions.
As of March 31, 2015, the Company had $16.2 million of additional SBA debentures available, subject to customary SBA regulatory
requirements.
On April 10, 2015, the Company
priced a public offering of 3.5 million shares of its common stock at a public offering price of $17.42 per share, raising $59.1
million in net proceeds after underwriting discounts and commissions. On May 7, 2015, the Company sold an additional 502,292 shares
of its common stock at a public offering price of $17.42 per share pursuant to the underwriters’ partial exercise of the
option granted in connection with the public offering in April 2015.
On May 11, 2015, the Company’s board of directors declared
a quarterly distribution of $0.32 per share, payable on June 29, 2015 to holders of record as of June 18, 2015.
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 March 31, 2015 and December 31, 2014:
| |
March 31, 2015 | | |
December 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 | |
$ | 152,434 | | |
| 10.7 | % | |
$ | 155,411 | | |
| 11.1 | % |
4 | |
| 1,167,998 | | |
| 82.1 | | |
| 1,135,019 | | |
| 81.0 | |
3 | |
| 91,513 | | |
| 6.4 | | |
| 99,707 | | |
| 7.1 | |
2 | |
| 11,113 | | |
| 0.8 | | |
| 10,584 | | |
| 0.8 | |
1 | |
| 5 | | |
| 0.0 | * | |
| 5 | | |
| 0.0 | * |
Total | |
$ | 1,423,063 | | |
| 100.0 | % | |
$ | 1,400,726 | | |
| 100.0 | % |
* Represents an amount less than 0.1%.
Conference Call
The Company will host an earnings conference call at 9:00 a.m.
(Eastern Time) on Tuesday, May 12, 2015 to discuss the quarterly financial results. All interested parties may participate in
the conference call by dialing (800) 745-9830 approximately 10-15 minutes prior to the call; international callers should dial
(212) 231-2908. 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 3.31.15 Investor Presentation under Events/Presentations. An archived replay of the call will be
available shortly after the call until 11:00 a.m. (Eastern Time) on June 11, 2015. To hear the replay, please dial (800) 633-8284.
International dialers, please dial (402) 977-9140. For all replays, please reference program ID number 21766929.
Golub Capital BDC, Inc. and Subsidiaries |
Consolidated Statements of Financial Condition |
(In thousands, except share and per share data) |
| |
March 31, 2015 | | |
December 31, 2014 | |
Assets | |
(unaudited) | | |
(unaudited) | |
Investments, at fair value (cost of $1,414,559 and $1,391,805, respectively) | |
$ | 1,423,063 | | |
$ | 1,400,726 | |
Cash and cash equivalents | |
| 3,068 | | |
| 5,740 | |
Restricted cash and cash equivalents | |
| 54,470 | | |
| 35,686 | |
Interest receivable | |
| 5,947 | | |
| 6,185 | |
Deferred financing costs | |
| 8,348 | | |
| 9,436 | |
Receivable for open trades | |
| 8,232 | | |
| 2,232 | |
Other assets | |
| 475 | | |
| 578 | |
Total Assets | |
$ | 1,503,603 | | |
$ | 1,460,583 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Debt | |
$ | 754,450 | | |
$ | 714,650 | |
Secured borrowings, at fair value (proceeds of $368 and $376, respectively) | |
| 372 | | |
| 380 | |
Interest payable | |
| 2,611 | | |
| 4,455 | |
Management and incentive fees payable | |
| 7,158 | | |
| 5,853 | |
Accounts payable and accrued expenses | |
| 1,552 | | |
| 1,468 | |
Accrued trustee fees | |
| 68 | | |
| 59 | |
Total Liabilities | |
| 766,211 | | |
| 726,865 | |
| |
| | | |
| | |
Net Assets | |
| | | |
| | |
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, | |
| | | |
| | |
zero shares issued and outstanding as of March 31, 2015 and December 31, 2014. | |
| - | | |
| - | |
Common stock, par value $0.001 per share, 100,000,000 shares authorized, 47,225,212 | |
| | | |
| | |
and 47,171,518 shares issued and outstanding as of March 31, 2015 and December 31, 2014, | |
| | | |
| | |
respectively | |
| 47 | | |
| 47 | |
Paid in capital in excess of par | |
| 722,272 | | |
| 721,364 | |
Undistributed net investment income | |
| 1,765 | | |
| 3,106 | |
Net unrealized appreciation (depreciation) on investments and secured borrowings | |
| 11,167 | | |
| 11,583 | |
Net realized gain (loss) on investments | |
| 2,141 | | |
| (2,382 | ) |
Total Net Assets | |
| 737,392 | | |
| 733,718 | |
Total Liabilities and Total Net Assets | |
$ | 1,503,603 | | |
$ | 1,460,583 | |
| |
| | | |
| | |
Number of common shares outstanding | |
| 47,225,212 | | |
| 47,171,518 | |
Net asset value per common share | |
$ | 15.61 | | |
$ | 15.55 | |
Golub Capital BDC, Inc. and Subsidiaries |
Consolidated Statements of Operations |
(In thousands, except share and per share data) |
| |
Three months ended | |
| |
March 31, 2015 | | |
December 31, 2014 | |
| |
(unaudited) | |
Investment income | |
| | | |
| | |
Interest income | |
$ | 27,489 | | |
$ | 27,319 | |
Dividend income | |
| 377 | | |
| 18 | |
Fee income | |
| 595 | | |
| 208 | |
| |
| | | |
| | |
Total investment income | |
| 28,461 | | |
| 27,545 | |
| |
| | | |
| | |
Expenses | |
| | | |
| | |
Interest and other debt financing expenses | |
| 6,017 | | |
| 5,694 | |
Base management fee | |
| 4,855 | | |
| 4,821 | |
Incentive fee | |
| 2,258 | | |
| 1,071 | |
Professional fees | |
| 840 | | |
| 629 | |
Administrative service fee | |
| 584 | | |
| 607 | |
General and administrative expenses | |
| 153 | | |
| 166 | |
| |
| | | |
| | |
Total expenses | |
| 14,707 | | |
| 12,988 | |
| |
| | | |
| | |
Net investment income | |
| 13,754 | | |
| 14,557 | |
| |
| | | |
| | |
Net gain (loss) on investments | |
| | | |
| | |
Net realized gain (loss) on investments | |
| 4,523 | | |
| 1,726 | |
Net change in unrealized appreciation (depreciation) on investments | |
| | | |
| | |
and secured borrowings | |
| (416 | ) | |
| (1,111 | ) |
| |
| | | |
| | |
Net gain (loss) on investments and secured borrowings | |
| 4,107 | | |
| 615 | |
| |
| | | |
| | |
Net increase in net assets resulting from operations | |
$ | 17,861 | | |
$ | 15,172 | |
| |
| | | |
| | |
Per Common Share Data | |
| | | |
| | |
Basic and diluted earnings per common share | |
$ | 0.38 | | |
$ | 0.32 | |
Dividends and distributions declared per common share | |
$ | 0.32 | | |
$ | 0.32 | |
Basic and diluted weighted average common shares outstanding | |
| 47,174,501 | | |
| 47,121,194 | |
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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