false000147676500014767652023-11-202023-11-20

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): November 20, 2023
GOLUB CAPITAL BDC, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware814-0079427-2326940
(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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.001 per shareGBDC 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 November 20, 2023, Golub Capital BDC, Inc. issued a press release announcing its financial results for its fourth fiscal quarter ended September 30, 2023. 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 November 20, 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: November 20, 2023
By:      /s/ Christopher C. Ericson
Name:     Christopher C. Ericson
Title:     Chief Financial Officer

Exhibit 99.1



Golub Capital BDC, Inc. Announces Fiscal Year 2023 Fourth Quarter Financial Results with Highest-Ever Adjusted Net Investment Income
Declares Quarterly Distribution of $0.37 Per Share, and a Fiscal Year 2023 Fourth Quarter Supplemental Distribution of $0.07 Per Share

NEW YORK, NY, November 20, 2023 - Golub Capital BDC, Inc., a business development company (Nasdaq: GBDC), today announced its financial results for its fourth fiscal quarter ended September 30, 2023.

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)
September 30, 2023June 30, 2023
Investment portfolio, at fair value$5,516,613 $5,525,009 
Total assets$5,733,472 $5,736,835 
Net asset value per share$15.02 $14.83 
Quarter Ended
September 30, 2023June 30, 2023
Net investment income per share$0.49 $0.43 
Amortization of purchase premium per share0.01 0.01 
Adjusted net investment income per share1
$0.50 $0.44 
Accrual (reversal) for capital gain incentive fee per share— — 
Adjusted net investment income before accrual for capital gain incentive fee per share1
$0.50 $0.44 
 
Net realized/unrealized gain/(loss) per share$0.11 $0.00 *
Reversal of realized / unrealized loss resulting from the purchase premium per share(0.01)(0.01)
Adjusted net realized/unrealized gain/(loss) per share1
$0.10 $(0.01)
Earnings/(loss) per share$0.60 $0.43 
Adjusted earnings/(loss) per share1
$0.60 $0.43 
Net asset value per share$15.02 $14.83 
Distributions paid per share$0.41 $0.33 
*Represents an amount less than $0.01
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 premium from 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;

Exhibit 99.1

•“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).

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.


Fourth Fiscal Quarter 2023 Highlights

•Net investment income per share for the quarter ended September 30, 2023 was $0.49 as compared to $0.43 for the quarter ended June 30, 2023. 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 September 30, 2023 was $0.50. This compares to Adjusted Net Investment Income Before Accrual for Capital Gain Incentive Fee1 of $0.44 for the quarter ended June 30, 2023 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 gain per share for the quarter ended September 30, 2023 was $0.11. Adjusted Net Realized and Unrealized Gain Per Share1 was $0.10 when excluding the $0.01 per share net reversal of unrealized depreciation and realized loss resulting from the amortization of the purchase premium. The Adjusted Net Realized and Unrealized Gain Per Share1 for the quarter ended September 30, 2023 was primarily due to the reversal of previously recognized unrealized depreciation on investments. For additional analysis, please refer to the Quarter Ended 9.30.2023 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 an amount less than $0.01 during the quarter ended June 30, 2023. Adjusted Net Realized and Unrealized Loss Per Share1 for the quarter ended June 30, 2023 was $0.01 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 September 30, 2023 was $0.60 as compared to $0.43 for the quarter ended June 30, 2023. Adjusted Earnings Per Share1 for the quarter ended September 30, 2023 was $0.60 as compared to $0.43 for the quarter ended June 30, 2023.
•Net asset value per share increased to $15.02 at September 30, 2023 from $14.83 at June 30, 2023.
•On September 15, 2023 we paid a supplemental distribution of $0.04 and on September 29, 2023 we paid a quarterly distribution of $0.37 per share. On November 17, 2023, our board of directors declared a quarterly distribution of $0.37 per share, which is payable on December 29, 2023 to stockholders of record as of December 8, 2023 and a supplemental distribution of $0.07 per share, which is payable on December 15, 2023 to stockholders of record as of December 1, 2023. For additional details on the framework we intend to use for determining the amount of supplemental distributions going forward, please refer to the Quarter Ended 9.30.2023 Earnings Presentation available on the Investor Resources link on the homepage of the Company's website (www.golubcapitalbdc.com) under Events/Presentations.
•During the three months ended September 30, 2023, GBDC repurchased approximately $0.1 million, or 5,250 shares, of our common stock pursuant to the Company’s previously disclosed share repurchase program. During the year ended September 30, 2023, GBDC repurchased approximately $16.9 million, or 1,300,928 shares, of our common stock pursuant to the Company’s previously disclosed share repurchase program.
•During the three months ended September 30, 2023, the Golub Capital Employee Grant Program Rabbi Trust (the “Trust”) purchased approximately $4.7 million, or 331,104 shares, of our common stock for the purpose of awarding incentive compensation to employees of Golub Capital. Through the first three calendar quarters of 2023, the Trust purchased $15.2 million, or 1,115,308 shares, of our common stock.

Portfolio and Investment Activities

As of September 30, 2023, the Company had investments in 342 portfolio companies with a total fair value of $5,516.6 million. This compares to the Company’s portfolio as of June 30, 2023, as of which date the Company had investments in 333 portfolio companies with a total fair value of $5,525.0 million. Investments in portfolio companies as of September 30, 2023 and June 30, 2023 consisted of the following:

Exhibit 99.1

As of September 30, 2023As of June 30, 2023
InvestmentsPercentage ofInvestmentsPercentage of
at Fair ValueTotalat Fair ValueTotal
Investment Type(In thousands)Investments(In thousands)Investments
Senior secured$503,985 9.1 %$488,475 8.8 %
One stop4,678,099 84.8 4,719,262 85.4 
Junior debt*
37,099 0.7 33,109 0.7 
Equity297,430 5.4 284,163 5.1 
Total$5,516,613 100.0 %$5,525,009 100.0 %
*
Junior debt is comprised of second lien and subordinated debt.
The following table shows the asset mix of our new investment commitments for the three months ended September 30, 2023:
For the three months ended September 30, 2023
New Investment
CommitmentsPercentage of
(In thousands)Commitments
Senior secured$12,452 9.6 %
One stop104,187 80.4 
Junior debt*
9,774 7.6 
Equity3,137 2.4 
Total new investment commitments$129,550 100.0 %
*Junior debt is comprised of second lien and subordinated debt.

Total investments in portfolio companies at fair value were $5,516.6 million at September 30, 2023. As of September 30, 2023, total assets were $5,733.5 million, net assets were $2,547.9 million and net asset value per share was $15.02.
Consolidated Results of Operations
For the fourth fiscal quarter of 2023, the Company reported GAAP net income and Adjusted Net Income1 of $101.6 million or $0.60 per share. GAAP net investment income was $83.4 million or $0.49 per share and Adjusted Net Investment Income Before Accrual for Capital Gain Incentive Fee1 was $85.2 million or $0.50 per share. GAAP net realized and unrealized gain/(loss) was $18.4 million or $0.11 per share and Adjusted Realized and Unrealized Gain/(Loss)1 was $16.7 million or $0.10 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 September 30, 2023, we had cash, cash equivalents and foreign currencies of $69.8 million, restricted cash and cash equivalents of $70.4 million and $3,133.3 million of debt outstanding. As of September 30, 2023, subject to leverage and borrowing base restrictions, we had approximately $703.1 million of remaining availability, in the aggregate, on our revolving credit facility with JPMorgan. In addition, as of September 30, 2023, 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 September 30, 2023, please refer to the Quarter Ended 9.30.2023 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 September 30, 2023 and June 30, 2023:
September 30, 2023June 30, 2023
InternalInvestmentsPercentage ofInvestmentsPercentage of
Performanceat Fair ValueTotalat Fair ValueTotal
Rating(In thousands)Investments(In thousands)Investments
5$50,279 0.9 %$86,581 1.6 %
44,647,644 84.2 4,663,766 84.4 
3803,724 14.6 759,337 13.7 
214,966 0.3 15,325 0.3 
1— — — — 
Total$5,516,613 100.0 %$5,525,009 100.0 %


Exhibit 99.1


Conference Call
The Company will host an earnings conference call at 11:00 am (Eastern Time) on Tuesday, November 21, 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 9.30.2023 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 December 5, 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)
September 30, 2023June 30, 2023
Assets(audited)(unaudited)
Investments, at fair value (cost of $5,593,836 and $5,605,521, respectively)
$5,516,613 $5,525,009 
Cash and cash equivalents65,617 85,096 
Unrestricted foreign currencies (cost of $4,540 and $6,679, respectively)
4,208 6,628 
Restricted cash and cash equivalents70,381 79,314 
Interest receivable58,054 29,933 
Other assets18,599 10,855 
Total Assets$5,733,472 $5,736,835 
Liabilities
Debt$3,133,332 $3,168,906 
Less unamortized debt issuance costs(15,613)(17,217)
Debt less unamortized debt issuance costs3,117,719 3,151,689 
Interest payable24,749 26,175 
Management and incentive fees payable35,277 37,854 
Accounts payable and accrued expenses7,849 5,199 
Total Liabilities3,185,594 3,220,917 
Net Assets
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively.
— — 
Common stock, par value $0.001 per share, 350,000,000 shares authorized, 169,594,742 issued and outstanding as of September 30, 2023 and 169,599,992 issued and outstanding as of June 30, 2023.
170 170 
Paid in capital in excess of par2,646,912 2,659,884 
Distributable earnings(99,204)(144,136)
Total Net Assets2,547,878 2,515,918 
Total Liabilities and Total Net Assets$5,733,472 $5,736,835 
Number of common shares outstanding 169,594,742 169,599,992 
Net asset value per common share$15.02 $14.83 







Exhibit 99.1

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except share and per share data)
Three months ended
September 30, 2023June 30, 2023
(unaudited)(unaudited)
Investment income
Interest income$161,757 $151,937 
GCIC acquisition purchase price premium amortization(1,716)(1,570)
Dividend income4,144 4,058 
Fee income355 295 
Total investment income164,540 154,720 
Expenses
Interest and other debt financing expenses40,622 39,487 
Base management fee14,055 18,997 
Incentive fee 21,222 18,857 
Professional fees1,288 1,225 
Administrative service fee2,118 2,049 
General and administrative expenses544 327 
Total expenses79,849 80,942 
Net investment income before tax84,691 73,778 
Excise tax1,250 — 
Net investment income after tax83,441 73,778 
Net gain (loss) on investment transactions
Net realized gain (loss) from:
Investments59 (45,085)
Foreign currency transactions(300)1,141 
Forward currency contracts
(481)2,021 
Net realized gain (loss) in investment transactions
(722)(41,923)
Net change in unrealized appreciation (depreciation) from:
Investments
19,356 43,082 
Translation of assets and liabilities in foreign currencies(5,177)3,399 
Forward currency contracts
4,934 (5,431)
Net change in unrealized appreciation (depreciation) on investment transactions
19,113 41,050 
Net gain (loss) on investments18,391 (873)
Provision for taxes on unrealized appreciation on investments (268)78 
Net increase (decrease) in net assets resulting from operations$101,564 $72,983 
Per Common Share Data
Basic and diluted earnings (loss) per common share$0.60 $0.43 
Dividends and distributions declared per common share$0.41 $0.33 
Basic and diluted weighted average common shares outstanding169,595,256 169,980,131 




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, 2023, Golub Capital had over 850 employees and over $60 billion of capital under management, a gross measure of invested capital including leverage. The firm has lending offices in New York, Chicago, Miami, 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.




v3.23.3
Cover
Nov. 20, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 20, 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
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