GOLUB CAPITAL BDC, Inc. - Quarter Report: 2010 December (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________
FORM
10-Q
þ
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
|
|
THE SECURITIES EXCHANGE ACT OF
1934
|
For the
Quarterly Period Ended December 31,
2010
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
|
|
THE
SECURITIES EXCHANGE ACT OF 1934
|
For the
transition period from _____ to _____
Commission
File Number 333-163279
Golub
Capital BDC, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
27-2326940
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
150
South Wacker Drive, Suite 800
Chicago,
IL 60606
(Address
of principal executive offices)
(312)
205-5050
(Registrant's
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes ¨ No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer þ
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No þ
As of
February 10, 2011, the Registrant had 17,738,197 shares of common stock, $0.001
par value, outstanding.
Table
of Contents
Part
I. Financial Information
|
||
Item
1.
|
Financial
Statements
|
1
|
Consolidated
Statements of Financial Condition as of December 31, 2010 (unaudited) and
September 30, 2010
|
1
|
|
Consolidated
Statements of Operations for the three months ended December 31, 2010
(unaudited) and 2009 (unaudited)
|
2
|
|
Consolidated
Statements of Changes in Net Assets for the three months ended December
31, 2010 (unaudited) and 2009 (unaudited)
|
3
|
|
Consolidated
Statements of Cash Flows for the three months ended December 31, 2010
(unaudited) and 2009 (unaudited)
|
4
|
|
Consolidated
Schedules of Investments as of December 31, 2010 (unaudited) and September
30, 2010
|
5
|
|
Notes
to Consolidated Financial Statements
|
14
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
34
|
Item
3.
|
Quantitative
And Qualitative Disclosures About Market Risk
|
50
|
Item
4.
|
Controls
and Procedures
|
50
|
Part
II. Other Information
|
||
Item
1.
|
Legal
Proceedings
|
50
|
Item
1A.
|
Risk
Factors
|
50
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
51
|
Item
3.
|
Defaults
Upon Senior Securities
|
51
|
Item
4.
|
Removed
and Reserved
|
51
|
Item
5.
|
Other
Information
|
51
|
Item
6.
|
Exhibits
|
51
|
Item
1: Financial Statements
Golub
Capital BDC, Inc. and Subsidiaries
Consolidated
Statements of Financial Condition (unaudited)
(In
thousands, except share and per share data)
December
31, 2010
|
September
30, 2010
|
|||||||
Assets
|
||||||||
Investments,
at fair value (cost of $383,507 and $345,536 respectively)
|
$ | 382,414 | $ | 344,869 | ||||
Cash
and cash equivalents
|
41,389 | 61,219 | ||||||
Restricted
cash and cash equivalents
|
27,618 | 31,771 | ||||||
Interest
receivable
|
2,194 | 1,956 | ||||||
Receivable
for investments sold
|
2,895 | - | ||||||
Deferred
financing costs
|
3,548 | 2,748 | ||||||
Other
assets
|
256 | 200 | ||||||
Total
Assets
|
$ | 460,314 | $ | 442,763 | ||||
Liabilities
|
||||||||
Debt
|
$ | 194,000 | $ | 174,000 | ||||
Payable
for investments purchased
|
- | 5,328 | ||||||
Interest
payable
|
2,576 | 1,167 | ||||||
Management
and incentive fees payable
|
1,693 | 1,008 | ||||||
Accounts
payable and accrued expenses
|
570 | 719 | ||||||
Total
Liabilities
|
198,839 | 182,222 | ||||||
Net
Assets
|
||||||||
Preferred
stock, par value $0.001 per share, 1,000,000 shares
authorized,
|
||||||||
zero
shares issued and outstanding as of December 31, 2010 and
|
||||||||
September
30, 2010
|
$ | - | $ | - | ||||
Common
stock, par value $0.001 per share, 100,000,000 shares
authorized,
|
||||||||
17,738,197
and 17,712,444 shares issued and outstanding, respectively
|
18 | 18 | ||||||
Paid
in capital in excess of par
|
260,152 | 259,690 | ||||||
Accumulated
over distributed net investment income
|
(1,379 | ) | (1,122 | ) | ||||
Net
unrealized appreciation on investments
|
1,848 | 1,995 | ||||||
Net
realized gains (losses) on investments
|
836 | (40 | ) | |||||
Total
Net Assets
|
261,475 | 260,541 | ||||||
Total
Liabilities and Total Net Assets
|
$ | 460,314 | $ | 442,763 | ||||
Number
of common shares outstanding
|
17,738,197 | 17,712,444 | ||||||
Net
asset value per common share
|
$ | 14.74 | $ | 14.71 |
See Notes
to Consolidated Financial Statements.
1
Golub
Capital BDC, Inc. and Subsidiaries
|
||||||||
Consolidated
Statements of Operations (unaudited)
|
||||||||
(In
thousands, except share and per share data)
|
||||||||
Three
months ended December 31,
|
||||||||
2010
|
2009
|
|||||||
Investment
income
|
||||||||
Interest
|
$ | 9,137 | $ | 10,843 | ||||
Total
investment income
|
9,137 | 10,843 | ||||||
Expenses
|
||||||||
Interest
and other debt financing expenses
|
1,577 | 690 | ||||||
Base
management fee
|
1,284 | 729 | ||||||
Incentive
fee
|
190 | - | ||||||
Professional
fees
|
567 | 33 | ||||||
Administrative
service fee
|
174 | 142 | ||||||
General
and administrative expenses
|
112 | 67 | ||||||
Total
expenses
|
3,904 | 1,661 | ||||||
Net
investment income
|
5,233 | 9,182 | ||||||
Net
gain (loss) on investments
|
||||||||
Net
realized gains on investments
|
876 | - | ||||||
Net
change in unrealized depreciation on investments
|
(147 | ) | (840 | ) | ||||
Net
gain (loss) on investments
|
729 | (840 | ) | |||||
Net
increase in net assets resulting from operations
|
$ | 5,962 | $ | 8,342 | ||||
Per
Common Share Data
|
||||||||
Basic
and diluted earnings per common share(1)
|
$ | 0.34 | N/A | |||||
Dividends
and distributions declared per common share(2)
|
$ | 0.31 | N/A | |||||
Basic
and diluted weighted average common shares outstanding(1)
|
17,712,724 | N/A |
See Notes
to Consolidated Financial Statements.
(1) For
the three months ended December 31, 2009, the Company did not have common shares
outstanding or an an equivalent and therefore earnings per share and weighted
average shares outstanding information for this period are not
provided.
(2) For
the three months ended December 31, 2009, the Company did not pay dividends or
distributions.
2
Golub
Capital BDC, Inc. and Subsidiaries
Consolidated
Statements of Changes in Net Assets (unaudited)
(In
thousands, except share data)
Accumulated
(Over
Distributed)
|
||||||||||||||||||||||||||||||||
Common
Stock
|
Paid
in Capital
|
Undistributed
|
Net
Unrealized
|
Net
Realized
|
||||||||||||||||||||||||||||
Members'
|
Par
|
in
Excess
|
Net
Investment
|
Appreciation
|
Gains
(losses)
|
Total
|
||||||||||||||||||||||||||
Equity
|
Shares
|
Amount
|
of Par
|
Income
|
on Investments
|
on Investments
|
Net Assets
|
|||||||||||||||||||||||||
Balance
at September 30, 2009
|
$ | 92,752 | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 92,752 | |||||||||||||||||
Members'
equity contributions
|
22,209 | - | - | - | - | - | - | 22,209 | ||||||||||||||||||||||||
Members'
equity distributions
|
(13,530 | ) | - | - | - | - | - | - | (13,530 | ) | ||||||||||||||||||||||
Increase
in net assets resulting from operations
|
8,342 | - | - | - | - | - | - | 8,342 | ||||||||||||||||||||||||
Balance
at December 31, 2009
|
$ | 109,773 | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 109,773 | |||||||||||||||||
Balance
at September 30, 2010
|
$ | - | 17,712,444 | $ | 18 | $ | 259,690 | $ | (1,122 | ) | $ | 1,995 | $ | (40 | ) | $ | 260,541 | |||||||||||||||
Net
increase in net assets resulting from operations
|
- | - | - | - | 5,233 | (147 | ) | 876 | 5,962 | |||||||||||||||||||||||
Distributions
to stockholders:
|
- | |||||||||||||||||||||||||||||||
Stock
issued in connection with dividend reinvestment
plan
|
- | 25,753 | - | 462 | - | - | - | 462 | ||||||||||||||||||||||||
Dividends
and distributions
|
- | - | - | - | (5,490 | ) | - | - | (5,490 | ) | ||||||||||||||||||||||
Balance
at December 31, 2010
|
$ | - | 17,738,197 | $ | 18 | $ | 260,152 | $ | (1,379 | ) | $ | 1,848 | $ | 836 | $ | 261,475 |
See Notes
to Consolidated Financial Statements.
3
Consolidated
Statements of Cash Flows (unaudited)
|
||||||||
(In
thousands)
|
Three Months Ended December
31,
|
|||||||
2010
|
2009
|
|||||||
Cash
flows from operating activities
|
||||||||
Net
increase in net assets resulting from operations
|
$ | 5,962 | $ | 8,342 | ||||
Adjustments
to reconcile net increase in net assets resulting from
operations
|
||||||||
to
net cash (used in) provided by operating activities
|
||||||||
Amortization
of deferred financing costs
|
168 | - | ||||||
Amortization
of discount and premium
|
(2,816 | ) | (3,092 | ) | ||||
Net
realized (gain) on investments
|
(876 | ) | - | |||||
Net
change in unrealized depreciation on investments
|
147 | 840 | ||||||
(Fundings)
proceeds on revolving loans, net
|
(569 | ) | 1,778 | |||||
Fundings
of portfolio investments
|
(97,578 | ) | - | |||||
Proceeds
from principal payments and sales of portfolio investments
|
64,147 | 50,542 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Interest
receivable
|
(238 | ) | 577 | |||||
Receivable
for investments sold
|
(2,895 | ) | - | |||||
Other
assets
|
(56 | ) | 13 | |||||
Members'
equity contributions receivable
|
- | (21,312 | ) | |||||
Payable
for investments purchased
|
(5,328 | ) | - | |||||
Interest
payable
|
1,409 | (11 | ) | |||||
Management
and incentive fees payable
|
685 | (10 | ) | |||||
Accounts
payable and accrued expenses
|
(149 | ) | (703 | ) | ||||
Net
cash (used in) provided by operating activities
|
(37,987 | ) | 36,964 | |||||
Cash
flows from investing activities
|
||||||||
Net
change in restricted cash and cash equivalents
|
4,153 | (15,678 | ) | |||||
Net
cash provided by (used in) investing activities
|
4,153 | (15,678 | ) | |||||
Cash
flows from financing activities
|
||||||||
Borrowings
on debt
|
20,000 | - | ||||||
Repayments
of debt
|
- | (29,965 | ) | |||||
Capitalized
debt financing costs
|
(968 | ) | - | |||||
Proceeds
from members' equity contributions
|
- | 22,209 | ||||||
Payments
of members' equity distributions
|
- | (13,530 | ) | |||||
Dividends
and distributions paid
|
(5,028 | ) | - | |||||
Net
cash provided by (used in) financing activities
|
14,004 | (21,286 | ) | |||||
Net
change in cash and cash equivalents
|
(19,830 | ) | - | |||||
Cash and cash
equivalents, beginning of period
|
61,219 | - | ||||||
Cash and cash
equivalents, end of period
|
$ | 41,389 | $ | - | ||||
Supplemental
information:
|
||||||||
Cash
paid during the period for interest
|
$ | - | $ | 702 | ||||
Obligations
of Company paid by members of Golub Capital BDC LLC
|
$ | - | $ | 225 | ||||
Dividends
and distributions declared during the period
|
$ | 5,490 | $ | - |
See Notes
to Consolidated Financial Statements.
4
Golub
Capital BDC, Inc. and Subsidiaries
|
|||||||||||||||||||||||||||
Consolidated
Schedule of Investments (unaudited)
|
|||||||||||||||||||||||||||
December
31, 2010
|
|||||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||||
Investment
Type
|
Spread
Above
Index(1)
|
Interest
Rate(2)
|
Maturity
Date
|
Principal
Amount
|
Cost
|
Percentage
of
Net Assets
|
Fair
Value
|
||||||||||||||||||||
Investments,
at fair value
|
|||||||||||||||||||||||||||
Canada
|
|||||||||||||||||||||||||||
Debt
investments
|
|||||||||||||||||||||||||||
Leisure,
Amusement, Motion Pictures,
|
|||||||||||||||||||||||||||
Entertainment
|
|||||||||||||||||||||||||||
Extreme
Fitness, Inc.
|
Senior
loan
|
L +
7.50%
|
11.50%
|
03/2012 | $ | 4,649 | $ | 4,649 | 1.8 | % | $ | 4,649 | |||||||||||||||
Total
Canada (cost $4,649)
|
$ | 4,649 | $ | 4,649 | 1.8 | % | $ | 4,649 | |||||||||||||||||||
Fair
Value as percentage of Principal Amount
|
100.0 | % | |||||||||||||||||||||||||
United
States
|
|||||||||||||||||||||||||||
Debt
investments
|
|||||||||||||||||||||||||||
Aerospace
and Defense
|
|||||||||||||||||||||||||||
Whitcraft
LLC
|
Subordinated
debt
|
N/A |
12.00%
|
12/2018 | $ | 1,877 | $ | 1,840 | 0.7 | % | $ | 1,877 | |||||||||||||||
Automobile
|
|||||||||||||||||||||||||||
CLP
Auto Interior Corporation
|
Senior
loan
|
L +
4.75%
|
5.01%
|
06/2013 | 3,206 | 3,206 | 1.2 | 3,109 | |||||||||||||||||||
Dealer
Computer Services, Inc.
|
Senior
loan
|
L +
3.50%
|
5.25%
|
04/2017 | 2,328 | 2,316 | 0.9 | 2,347 | |||||||||||||||||||
Driven
Brands, Inc.
|
Senior
loan
|
L +
5.00%
|
6.53%
|
10/2014 | 5,907 | 5,907 | 2.3 | 5,907 | |||||||||||||||||||
11,441 | 11,429 | 4.4 | 11,363 | ||||||||||||||||||||||||
Banking
|
|||||||||||||||||||||||||||
Bonddesk
Group LLC
|
Senior
loan
|
L +
3.00%
|
3.26%
|
08/2012 | 1,764 | 1,717 | 0.7 | 1,764 | |||||||||||||||||||
Prommis
Solutions Inc.
|
Senior
loan
|
L +
2.75%
|
5.00%
|
02/2013 | 1,240 | 1,240 | 0.3 | 1,141 | |||||||||||||||||||
3,004 | 2,957 | 1.0 | 2,905 | ||||||||||||||||||||||||
Beverage,
Food and Tobacco
|
|||||||||||||||||||||||||||
ABP
Corporation
|
Senior
loan
|
L +
4.50%
|
8.50%
|
02/2013 | 2,305 | 2,270 | 0.9 | 2,305 | |||||||||||||||||||
Atkins
Nutrionals, Inc.
|
Second
lien
|
L +
9.00%
|
11.00%
|
12/2015 | 5,028 | 4,929 | 1.9 | 5,028 | |||||||||||||||||||
Bertucci's
Corporation
|
Senior
loan
|
L +
9.00%
|
12.00%
|
07/2012 | 1,953 | 1,911 | 0.7 | 1,953 | |||||||||||||||||||
CTI
Foods Holding Co., LLC
|
Senior
loan
|
L +
4.00%
|
6.00%
|
06/2015 | 891 | 870 | 0.3 | 905 | |||||||||||||||||||
Lone
Star Beef Processors, L.P.
|
Senior
loan
|
L +
4.00%
|
4.46%
|
05/2013 | 3,550 | 3,531 | 1.4 | 3,550 | |||||||||||||||||||
Richelieu
Foods, Inc.
|
Senior
loan
|
L +
5.00%
|
6.75%
|
11/2015 | 2,282 | 2,221 | 0.9 | 2,236 | |||||||||||||||||||
Richelieu
Foods, Inc.
|
Senior
loan
|
L +
5.00%
|
7.11%
|
11/2015 | 127 | 111 | - | 115 | |||||||||||||||||||
16,136 | 15,843 | 6.1 | 16,092 | ||||||||||||||||||||||||
Building
and Real Estate
|
|||||||||||||||||||||||||||
American
Fire Protection Group, Inc.(5)
|
Senior
loan
|
L +
6.75%
|
9.00%
|
06/2011 | 4,422 | 4,373 | 1.0 | 2,653 | |||||||||||||||||||
Architectural
Testing, Inc.
|
Senior
loan
|
L +
6.50%
|
9.50%
|
05/2013 | 6,358 | 6,358 | 2.4 | 6,358 | |||||||||||||||||||
ASP
PDM Acquisition Co. LLC
|
Senior
loan
|
L +
2.75%
|
3.38%
|
12/2013 | 608 | 571 | 0.2 | 558 | |||||||||||||||||||
Infiltrator
Systems, Inc.
|
Senior
loan
|
L +
5.50%
|
8.50%
|
09/2012 | 7,799 | 7,525 | 2.9 | 7,643 | |||||||||||||||||||
ITEL
Laboratories, Inc.
|
Senior
loan
|
L +
6.75%
|
9.75%
|
03/2014 | 7,778 | 7,721 | 3.0 | 7,778 | |||||||||||||||||||
KHKI
Acquisition, Inc.
|
Senior
loan
|
L +
6.00%
|
8.50%
|
03/2012 | 290 | 289 | 0.1 | 281 | |||||||||||||||||||
KHKI
Acquisition, Inc.
|
Senior
loan
|
L +
6.00%
|
8.50%
|
03/2013 | 2,600 | 2,597 | 0.8 | 2,080 | |||||||||||||||||||
Tecta
America Corp.
|
Senior
loan
|
L +
5.75%
|
8.00%
|
12/2011 | 2,864 | 2,864 | 0.7 | 1,904 | |||||||||||||||||||
32,719 | 32,298 | 11.1 | 29,255 | ||||||||||||||||||||||||
Cargo
Transport
|
|||||||||||||||||||||||||||
Peco
Pallet, Inc.
|
Senior
loan
|
L +
3.75%
|
4.01%
|
06/2013 | 3,850 | 3,724 | 1.5 | 3,850 | |||||||||||||||||||
Chemicals,
Plastics and Rubber
|
|||||||||||||||||||||||||||
Celanese
Holdings LLC
|
Senior
loan
|
L +
3.00%
|
3.29%
|
10/2016 | 692 | 601 | 0.3 | 689 | |||||||||||||||||||
Styron
S.A.R.L.
|
Senior
loan
|
L +
5.75%
|
7.50%
|
06/2016 | 1,463 | 1,483 | 0.6 | 1,487 | |||||||||||||||||||
Syrgis
Holdings, Inc.
|
Senior
loan
|
L +
5.50%
|
7.75%
|
08/2012 | 291 | 280 | 0.1 | 291 | |||||||||||||||||||
Syrgis
Holdings, Inc.
|
Senior
loan
|
L +
6.00%
|
8.25%
|
08/2013 | 864 | 825 | 0.3 | 864 | |||||||||||||||||||
Syrgis
Holdings, Inc.
|
Senior
loan
|
L +
8.50%
|
10.75%
|
02/2014 | 474 | 451 | 0.2 | 474 | |||||||||||||||||||
3,784 | 3,640 | 1.5 | 3,805 | ||||||||||||||||||||||||
See Notes
to Consolidated Financial Statements.
5
Golub
Capital BDC, Inc. and Subsidiaries
|
|||||||||||||||||||||||||
Consolidated
Schedule of Investments (unaudited) - (Continued)
|
|||||||||||||||||||||||||
December
31, 2010
|
|||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||
Investment
Type
|
Spread
Above
Index(1)
|
Interest
Rate(2)
|
Maturity
Date
|
Principal
Amount
|
Cost
|
Percentage
of
Total
Net Assets
|
Fair
Value
|
||||||||||||||||||
Containers,
Packaging and Glass
|
|||||||||||||||||||||||||
Fort
Dearborn Company
|
Senior
loan
|
L +
5.00%
|
6.86%
|
08/2015 | $ | 101 | $ | 99 | - | % | $ | 101 | |||||||||||||
Fort
Dearborn Company
|
Senior
loan
|
L +
5.50%
|
7.37%
|
08/2016 | 226 | 222 | 0.1 | 226 | |||||||||||||||||
Fort
Dearborn Company
|
Senior
loan
|
L +
5.00%
|
6.76%
|
08/2015 | 1,533 | 1,505 | 0.6 | 1,533 | |||||||||||||||||
Fort
Dearborn Company
|
Senior
loan
|
L +
5.50%
|
7.26%
|
08/2016 | 3,283 | 3,221 | 1.3 | 3,283 | |||||||||||||||||
Industrial
Container Services, LLC
|
Senior
loan
|
L +
4.00%
|
4.44%
|
09/2011 | 503 | 497 | 0.2 | 503 | |||||||||||||||||
5,646 | 5,544 | 2.2 | 5,646 | ||||||||||||||||||||||
Diversified
Conglomerate Manufacturing
|
|||||||||||||||||||||||||
Heat
Transfer Parent, Inc.
|
Senior
loan
|
L +
3.00%
|
3.26%
|
06/2013 | 1,811 | 1,752 | 0.6 | 1,576 | |||||||||||||||||
Neptco
Inc.
|
Senior
loan
|
L +
5.25%
|
7.25%
|
03/2013 | 4,229 | 4,096 | 1.4 | 3,595 | |||||||||||||||||
Pasternack
Enterprises, Inc.
|
Senior
loan
|
L +
4.50%
|
6.00%
|
02/2014 | 4,779 | 4,659 | 1.8 | 4,779 | |||||||||||||||||
Tecomet
Inc.(3)
|
Senior
loan
|
L +
5.25%
|
N/A(4)
|
12/2015 | - | (12 | ) | - | - | ||||||||||||||||
Tecomet
Inc.
|
Senior
loan
|
L +
5.25%
|
7.00%
|
12/2015 | 6,000 | 5,881 | 2.3 | 6,000 | |||||||||||||||||
Vintage
Parts, Inc.
|
Senior
loan
|
L +
5.50%
|
5.80%
|
12/2013 | 7,304 | 7,239 | 2.7 | 7,085 | |||||||||||||||||
Vintage
Parts, Inc.
|
Senior
loan
|
L +
6.00%
|
8.50%
|
12/2013 | 101 | 101 | - | 101 | |||||||||||||||||
Vintage
Parts, Inc.
|
Senior
loan
|
L +
8.00%
|
9.75%
|
12/2013 | 1,527 | 1,504 | 0.6 | 1,527 | |||||||||||||||||
25,751 | 25,220 | 9.4 | 24,663 | ||||||||||||||||||||||
Diversified
Conglomerate Service
|
|||||||||||||||||||||||||
Benetech,
Inc.
|
Senior
loan
|
L +
5.00%
|
5.26%
|
12/2013 | 8,845 | 8,584 | 3.4 | 8,845 | |||||||||||||||||
Compass
Group Diversified Holdings, LLC
|
Senior
loan
|
L +
4.00%
|
4.29%
|
12/2013 | 4,536 | 4,536 | 1.7 | 4,536 | |||||||||||||||||
Cortz,
Inc.
|
Senior
loan
|
L +
5.50%
|
8.50%
|
03/2014 | 6,426 | 6,383 | 2.5 | 6,426 | |||||||||||||||||
EAG,
Inc.
|
Senior
loan
|
L +
5.00%
|
7.25%
|
07/2015 | 1,321 | 1,302 | 0.5 | 1,301 | |||||||||||||||||
NS
Holdings, Inc.(3)
|
Senior
loan
|
L +
6.25%
|
N/A(4)
|
06/2015 | - | (8 | ) | - | - | ||||||||||||||||
NS
Holdings, Inc.
|
Senior
loan
|
L +
4.63%
|
6.65%
|
06/2015 | 2,224 | 2,183 | 0.9 | 2,224 | |||||||||||||||||
Protection
One, Inc.
|
Senior
loan
|
L +
4.25%
|
6.00%
|
06/2016 | 3,021 | 3,019 | 1.2 | 3,036 | |||||||||||||||||
Royall
& Company
|
Senior
loan
|
L +
5.00%
|
6.50%
|
11/2015 | 800 | 784 | 0.3 | 784 | |||||||||||||||||
Savvis
Communications Corporation
|
Senior
loan
|
L +
5.00%
|
6.75%
|
08/2016 | 1,995 | 1,974 | 0.8 | 2,029 | |||||||||||||||||
The
Service Companies, Inc.
|
Senior
loan
|
L +
6.50%
|
9.00%
|
03/2014 | 5,737 | 5,630 | 2.2 | 5,737 | |||||||||||||||||
34,905 | 34,387 | 13.5 | 34,918 | ||||||||||||||||||||||
Diversified
Natural Resources, Precious
|
|||||||||||||||||||||||||
Metals,
and Minerals
|
|||||||||||||||||||||||||
CIBT
Holdings(3)
|
Senior
loan
|
L +
5.00%
|
N/A(4)
|
12/2015 | - | (4 | ) | - | (4 | ) | |||||||||||||||
CIBT
Holdings
|
Senior
loan
|
L +
5.00%
|
7.25%
|
12/2015 | 1,096 | 1,074 | 0.4 | 1,074 | |||||||||||||||||
Metal
Spinners, Inc.
|
Senior
loan
|
L +
7.00%
|
10.00%
|
12/2014 | 2,224 | 2,149 | 0.9 | 2,224 | |||||||||||||||||
Metal
Spinners, Inc.(6)
|
Senior
loan
|
L +
11.00%
|
14.00%
|
12/2014 | 3,101 | 3,001 | 1.2 | 3,103 | |||||||||||||||||
OnCore
Manufacturing LLC
|
Second
lien
|
L +
8.00%
|
12.00%
|
06/2016 | 3,633 | 3,561 | 1.4 | 3,560 | |||||||||||||||||
10,054 | 9,781 | 3.9 | 9,957 | ||||||||||||||||||||||
Electronics
|
|||||||||||||||||||||||||
Cape
Electrical Supply LLC
|
Senior
loan
|
L +
5.75%
|
7.00%
|
11/2013 | 2,317 | 2,199 | 0.9 | 2,269 | |||||||||||||||||
The
Sloan Company, Inc.(6)
|
Second
lien
|
L +
7.00%
|
7.27%
|
10/2012 | 2,451 | 2,441 | 0.9 | 2,452 | |||||||||||||||||
Syncsort
Incorporated(3)
|
Senior
loan
|
L +
5.50%
|
N/A(4)
|
03/2015 | - | (7 | ) | - | - | ||||||||||||||||
Syncsort
Incorporated
|
Senior
loan
|
L +
5.50%
|
7.50%
|
03/2015 | 9,750 | 9,672 | 3.7 | 9,750 | |||||||||||||||||
14,518 | 14,305 | 5.5 | 14,471 | ||||||||||||||||||||||
Finance
|
|||||||||||||||||||||||||
Nuveen
Investments, Inc.
|
Senior
loan
|
L +
5.50%
|
5.80%
|
05/2017 | 1,078 | 968 | 0.4 | 1,032 | |||||||||||||||||
Nuveen
Investments, Inc.
|
Senior
loan
|
L +
3.00%
|
3.30%
|
11/2014 | 1,922 | 1,726 | 0.7 | 1,840 | |||||||||||||||||
Pillar
Processing LLC
|
Senior
loan
|
L +
5.50%
|
5.80%
|
11/2013 | 6,129 | 6,111 | 2.2 | 5,823 | |||||||||||||||||
Pillar
Processing LLC
|
Senior
loan
|
N/A
|
14.50%
|
05/2014 | 3,125 | 3,125 | 1.1 | 2,969 | |||||||||||||||||
Wall
Street Systems Holdings, Inc.
|
Senior
loan
|
L +
5.00%
|
7.00%
|
05/2013 | 1,577 | 1,573 | 0.6 | 1,577 | |||||||||||||||||
Wall
Street Systems Holdings, Inc.
|
Senior
loan
|
L +
5.00%
|
7.00%
|
05/2013 | 3,726 | 3,674 | 1.4 | 3,726 | |||||||||||||||||
Wall
Street Systems Holdings, Inc.
|
Senior
loan
|
L +
5.00%
|
8.00%
|
05/2013 | 7,875 | 7,875 | 3.0 | 7,875 | |||||||||||||||||
25,432 | 25,052 | 9.4 | 24,842 | ||||||||||||||||||||||
Grocery
|
|||||||||||||||||||||||||
JRD
Holdings, Inc.
|
Senior
loan
|
L +
2.25%
|
2.52%
|
07/2014 | 1,241 | 1,107 | 0.5 | 1,233 |
See Notes
to Consolidated Financial Statements.
6
Golub
Capital BDC, Inc. and Subsidiaries
|
||||||||||||||||||||||||||
Consolidated
Schedule of Investments (unaudited) - (Continued)
|
||||||||||||||||||||||||||
December
31, 2010
|
||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||
Investment
Type
|
Spread
Above
Index(1)
|
Interest
Rate(2)
|
Maturity
Date
|
Principal
Amount
|
Cost
|
Percentage
of
Total
Net
Assets
|
Fair
Value
|
|||||||||||||||||||
Healthcare,
Education and Childcare
|
||||||||||||||||||||||||||
ADG,
LLC
|
Senior
loan
|
L +
5.75%
|
8.75%
|
05/2013 | $ | 369 | $ | 360 | 0.1 | % | $ | 369 | ||||||||||||||
ADG,
LLC
|
Senior
loan
|
L +
5.75%
|
7.76%
|
05/2013 | 3,476 | 3,476 | 1.3 | 3,476 | ||||||||||||||||||
Advanced
Pain Management Holdings, Inc.
|
Subordinated
debt
|
N/A |
14.00%
|
06/2016 | 7,710 | 7,518 | 2.9 | 7,710 | ||||||||||||||||||
Campus
Management Acquisition Corp.
|
Senior
loan
|
L +
5.65%
|
7.40%
|
09/2015 | 5,595 | 5,489 | 2.1 | 5,595 | ||||||||||||||||||
CHS/Community
Health Systems
|
Senior
loan
|
L +
3.50%
|
3.79%
|
01/2017 | 249 | 247 | 0.1 | 249 | ||||||||||||||||||
CHS/Community
Health Systems
|
Senior
loan
|
L +
2.25%
|
2.54%
|
07/2014 | 523 | 517 | 0.2 | 511 | ||||||||||||||||||
Community
Hospices of America, Inc.(3)
|
Senior
loan
|
L +
5.50%
|
N/A(4)
|
12/2015 | - | (7 | ) | - | (7 | ) | ||||||||||||||||
Community
Hospices of America, Inc.
|
Senior
loan
|
L +
5.50%
|
7.25%
|
12/2015 | 5,569 | 5,459 | 2.1 | 5,458 | ||||||||||||||||||
Community
Hospices of America, Inc.(6)
|
Subordinated
debt
|
L +
11.75%
|
13.75%
|
06/2016 | 1,787 | 1,743 | 0.7 | 1,789 | ||||||||||||||||||
DaVita,
Inc.
|
Senior
loan
|
L +
3.00%
|
4.50%
|
10/2016 | 4,000 | 3,981 | 1.5 | 4,043 | ||||||||||||||||||
DDC
Center Inc.
|
Senior
loan
|
L +
6.50%
|
9.50%
|
10/2014 | 8,405 | 8,405 | 2.9 | 7,564 | ||||||||||||||||||
DDC
Center Inc.
|
Senior
loan
|
L +
6.50%
|
9.50%
|
10/2014 | 1,170 | 1,170 | 0.4 | 1,053 | ||||||||||||||||||
Delta
Educational Systems, Inc.
|
Senior
loan
|
L +
4.00%
|
6.00%
|
06/2012 | 3,718 | 3,608 | 1.4 | 3,718 | ||||||||||||||||||
Den-Mat
Holdings, LLC(6)
|
Senior
loan
|
L +
7.50%
|
8.50%
|
06/2014 | 3,322 | 3,237 | 0.6 | 1,661 | ||||||||||||||||||
Excelligence
Learning Corporation
|
Second
lien
|
L +
7.00%
|
7.26%
|
11/2013 | 1,600 | 1,544 | 0.6 | 1,584 | ||||||||||||||||||
G&H
Wire Company, Inc.(3)
|
Senior
loan
|
L +
5.50%
|
N/A(4)
|
12/2015 | - | (13 | ) | - | - | |||||||||||||||||
G&H
Wire Company, Inc.
|
Senior
loan
|
L +
5.50%
|
7.25%
|
12/2015 | 6,000 | 5,895 | 2.3 | 6,000 | ||||||||||||||||||
The
Hygenic Corporation
|
Senior
loan
|
L +
2.50%
|
2.81%
|
04/2013 | 2,477 | 2,424 | 0.9 | 2,403 | ||||||||||||||||||
Integrated
DNA Technologies, Inc.(6)
|
Subordinated
debt
|
N/A |
14.00%
|
04/2015 | 3,800 | 3,741 | 1.5 | 3,800 | ||||||||||||||||||
Integrated
DNA Technologies, Inc.(3)
|
Subordinated
debt
|
N/A |
N/A(4)
|
04/2015 | - | (14 | ) | - | - | |||||||||||||||||
Sterilmed,
Inc.
|
Senior
loan
|
L +
6.25%
|
7.75%
|
07/2016 | 3,119 | 3,119 | 1.2 | 3,119 | ||||||||||||||||||
Sterilmed,
Inc.(3)
|
Senior
loan
|
L +
6.25%
|
N/A(4)
|
07/2015 | - | (9 | ) | - | - | |||||||||||||||||
Surgical
Information Systems, LLC
|
Second
lien
|
L +
5.75%
|
7.25%
|
12/2015 | 5,143 | 5,041 | 2.0 | 5,143 | ||||||||||||||||||
TIDI
Products, LLC
|
Senior
loan
|
L +
5.00%
|
6.50%
|
05/2015 | 2,575 | 2,575 | 1.0 | 2,575 | ||||||||||||||||||
TIDI
Products, LLC(3)
|
Senior
loan
|
L +
5.00%
|
N/A(4)
|
05/2015 | - | (6 | ) | - | - | |||||||||||||||||
United
Surgical Partners International, Inc.
|
Senior
loan
|
L +
2.00%
|
2.27%
|
04/2014 | 1,525 | 1,525 | 0.6 | 1,477 | ||||||||||||||||||
Universal
Health Services, Inc.
|
Senior
loan
|
L +
4.00%
|
5.50%
|
11/2016 | 1,664 | 1,639 | 0.6 | 1,690 | ||||||||||||||||||
Warner
Chilcott Corporation
|
Senior
loan
|
L +
4.25%
|
6.50%
|
02/2016 | 1,015 | 1,005 | 0.4 | 1,026 | ||||||||||||||||||
74,811 | 73,669 | 27.4 | 72,006 | |||||||||||||||||||||||
Home
and Office Furnishings,
|
||||||||||||||||||||||||||
Housewares,
and Durable Consumer
|
||||||||||||||||||||||||||
Top
Knobs USA, Inc.
|
Senior
loan
|
L +
5.75%
|
8.00%
|
11/2016 | 1,241 | 1,217 | 0.5 | 1,241 | ||||||||||||||||||
Zenith
Products Corporation
|
Senior
loan
|
L +
5.00%
|
5.39%
|
09/2013 | 4,417 | 4,342 | 1.7 | 4,373 | ||||||||||||||||||
5,658 | 5,559 | 2.2 | 5,614 | |||||||||||||||||||||||
Leisure,
Amusement, Motion Pictures
|
||||||||||||||||||||||||||
and
Entertainment
|
||||||||||||||||||||||||||
Competitor
Group, Inc.(3)
|
Senior
loan
|
L +
7.50%
|
N/A(4)
|
09/2015 | - | (22 | ) | - | - | |||||||||||||||||
Competitor
Group, Inc.(3)
|
Senior
loans
|
L +
7.50%
|
N/A(4)
|
03/2012 | - | (93 | ) | - | - | |||||||||||||||||
Competitor
Group, Inc.
|
Senior
loan
|
L +
7.50%
|
9.50%
|
09/2015 | 8,290 | 8,097 | 3.2 | 8,290 | ||||||||||||||||||
Melissa
& Doug, LLC
|
Senior
loan
|
L +
5.00%
|
6.75%
|
12/2016 | 1,303 | 1,289 | 0.5 | 1,289 | ||||||||||||||||||
Octane
Fitness, LLC
|
Senior
loan
|
L +
4.60%
|
4.83%
|
03/2013 | 4,675 | 4,555 | 1.7 | 4,442 | ||||||||||||||||||
Optronics
Product Company, Inc.
|
Senior
loan
|
L +
3.75%
|
5.75%
|
12/2012 | 97 | 94 | - | 97 | ||||||||||||||||||
Optronics
Product Company, Inc.
|
Second
lien
|
L +
7.25%
|
8.25%
|
12/2013 | 2,489 | 2,386 | 1.0 | 2,489 | ||||||||||||||||||
Premier
Yachts, Inc.(3)
|
Senior
loan
|
L +
5.50%
|
N/A(4)
|
12/2015 | - | (3 | ) | - | (3 | ) | ||||||||||||||||
Premier
Yachts, Inc.
|
Senior
loan
|
L +
5.50%
|
7.00%
|
12/2015 | 864 | 846 | 0.3 | 846 | ||||||||||||||||||
Pride
Manufacturing Company, LLC
|
Senior
loan
|
L +
5.50%
|
7.25%
|
11/2015 | 839 | 823 | 0.3 | 822 | ||||||||||||||||||
Regal
Cinemas Corporation
|
Senior
loan
|
L +
3.50%
|
3.80%
|
11/2016 | 1,489 | 1,294 | 0.6 | 1,498 | ||||||||||||||||||
20,046 | 19,266 | 7.6 | 19,770 | |||||||||||||||||||||||
Oil
and Gas
|
||||||||||||||||||||||||||
Tri-County
Petroleum, Inc.
|
Senior
loan
|
L +
4.25%
|
4.55%
|
08/2013 | 3,647 | 3,565 | 1.4 | 3,647 |
See Notes
to Consolidated Financial Statements.
7
Golub
Capital BDC, Inc. and Subsidiaries
|
||||||||||||||||||||||||||
Consolidated
Schedule of Investments (unaudited) - (Continued)
|
||||||||||||||||||||||||||
December
31, 2010
|
||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||
Investment
Type
|
Spread
Above
Index(1)
|
Interest
Rate(2)
|
Maturity
Date
|
Principal
Amount
|
Cost
|
Percentage
of
Total
Net Assets
|
Fair
Value
|
|||||||||||||||||||
Personal
and Non-Durable Consumer
|
||||||||||||||||||||||||||
Products
|
||||||||||||||||||||||||||
Dr.
Miracles, Inc.
|
Senior
loan
|
L +
5.50%
|
8.00%
|
03/2014 | $ | 3,660 | $ | 3,621 | 1.4 | % | $ | 3,587 | ||||||||||||||
Strategic
Partners, Inc.(6)
|
Subordinated
debt
|
N/A |
14.00%
|
02/2017 | 9,636 | 9,380 | 3.7 | 9,636 | ||||||||||||||||||
13,296 | 13,001 | 5.1 | 13,223 | |||||||||||||||||||||||
Personal,
Food and Miscellaneous
|
||||||||||||||||||||||||||
Services
|
||||||||||||||||||||||||||
Focus
Brands, Inc.
|
Senior
loan
|
L +
5.50%
|
7.25%
|
11/2016 | 4,591 | 4,479 | 1.8 | 4,591 | ||||||||||||||||||
Vetcor
Merger Sub LLC(3)
|
Senior
loan
|
L +
7.25%
|
N/A(4)
|
02/2015 | - | (243 | ) | - | - | |||||||||||||||||
Vetcor
Merger Sub LLC
|
Senior
loan
|
L +
7.25%
|
9.25%
|
02/2015 | 2,500 | 2,500 | 1.0 | 2,500 | ||||||||||||||||||
7,091 | 6,736 | 2.8 | 7,091 | |||||||||||||||||||||||
Printing
and Publishing
|
||||||||||||||||||||||||||
Market
Track, LLC(3)
|
Senior
loan
|
L +
7.75%
|
N/A(4)
|
11/2015 | - | (29 | ) | - | - | |||||||||||||||||
Market
Track, LLC
|
Senior
loan
|
L +
7.75%
|
9.25%
|
11/2015 | 16,350 | 16,043 | 6.3 | 16,350 | ||||||||||||||||||
Monotype
Imaging, Inc.
|
Senior
loan
|
L +
3.75%
|
3.76%
|
07/2012 | 1,156 | 1,116 | 0.4 | 1,156 | ||||||||||||||||||
Trade
Service Company, LLC
|
Senior
loan
|
N/A |
14.00%
|
01/2013 | 2,085 | 2,032 | 0.8 | 2,085 | ||||||||||||||||||
19,591 | 19,162 | 7.5 | 19,591 | |||||||||||||||||||||||
Retail
Stores
|
||||||||||||||||||||||||||
Container
Store, Inc.
|
Senior
loan
|
L +
3.00%
|
3.29%
|
08/2014 | 6,777 | 6,342 | 2.4 | 6,371 | ||||||||||||||||||
DTLR,
Inc.
|
Second
Lien
|
L +
8.00%
|
11.00%
|
12/2015 | 6,011 | 5,862 | 2.3 | 6,011 | ||||||||||||||||||
Fasteners
for Retail, Inc.
|
Senior
loan
|
L +
4.50%
|
4.78%
|
12/2012 | 1,964 | 1,858 | 0.7 | 1,896 | ||||||||||||||||||
IL
Fornaio (America) Corporation
|
Senior
loan
|
L +
3.00%
|
3.29%
|
03/2013 | 4,754 | 4,504 | 1.7 | 4,516 | ||||||||||||||||||
The
Marshall Retail Group, LLC
|
Senior
loan
|
L +
4.50%
|
7.25%
|
04/2013 | 3,022 | 2,921 | 1.2 | 3,022 | ||||||||||||||||||
The
Marshall Retail Group, LLC
|
Senior
loan
|
L +
6.50%
|
9.25%
|
04/2013 | 2,100 | 2,045 | 0.8 | 2,100 | ||||||||||||||||||
Rubio's
Restuarants, Inc.
|
Senior
loan
|
L +
7.00%
|
8.75%
|
06/2015 | 9,677 | 9,490 | 3.7 | 9,677 | ||||||||||||||||||
34,305 | 33,022 | 12.8 | 33,593 | |||||||||||||||||||||||
Telecommunications
|
||||||||||||||||||||||||||
MetroPCS
Wireless, Inc.
|
Senior
loan
|
L +
2.25%
|
2.56%
|
11/2013 | 246 | 214 | 0.1 | 247 | ||||||||||||||||||
MetroPCS
Wireless, Inc.
|
Senior
loan
|
L +
3.50%
|
3.81%
|
11/2016 | 2,685 | 2,299 | 1.0 | 2,702 | ||||||||||||||||||
Springboard
Finance LLC
|
Senior
loan
|
L +
5.00%
|
7.00%
|
02/2015 | 1,971 | 1,959 | 0.8 | 1,980 | ||||||||||||||||||
West
Corporation(3)
|
Senior
loan
|
L +
3.00%
|
N/A(4)
|
10/2012 | - | (210 | ) | (0.2 | ) | (500 | ) | |||||||||||||||
4,902 | 4,262 | 1.7 | 4,429 | |||||||||||||||||||||||
Textiles
and Leather
|
||||||||||||||||||||||||||
Gammill,
Inc.
|
Senior
loan
|
L +
7.50%
|
9.50%
|
09/2011 | 400 | 395 | 0.2 | 400 | ||||||||||||||||||
Gammill,
Inc.
|
Senior
loan
|
L +
8.00%
|
10.00%
|
09/2012 | 4,116 | 4,040 | 1.6 | 4,116 | ||||||||||||||||||
4,516 | 4,435 | 1.8 | 4,516 | |||||||||||||||||||||||
Utilities
|
||||||||||||||||||||||||||
Itron,
Inc.
|
Senior
loan
|
L +
3.50%
|
3.77%
|
04/2014 | 869 | 793 | 0.3 | 875 | ||||||||||||||||||
NRG
Energy, Inc.
|
Senior
loan
|
L +
1.75%
|
2.04%
|
02/2013 | 368 | 342 | 0.1 | 366 | ||||||||||||||||||
NRG
Energy, Inc.
|
Senior
loan
|
L +
3.25%
|
3.55%
|
08/2015 | 1,753 | 1,626 | 0.7 | 1,757 | ||||||||||||||||||
. | 2,990 | 2,761 | 1.1 | 2,998 | ||||||||||||||||||||||
Total
debt investments United States (cost $372,565)
|
$ | 381,211 | $ | 372,565 | 142.1 | % | $ | 371,355 | ||||||||||||||||||
Fair
Value as a percentage of Principal Amount
|
97.4 | % |
See Notes
to Consolidated Financial Statements.
8
Golub
Capital BDC, Inc. and Subsidiaries
|
|||||||||||||||||||||||||||||
Consolidated
Schedule of Investments (unaudited) - (Continued)
|
|||||||||||||||||||||||||||||
December
31, 2010
|
|||||||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||||||
Investment
Type
|
Spread Above
Index(1)
|
Interest
Rate(2)
|
Maturity
Date
|
Principal
Amount /
Shares
|
Cost
|
Percentage
of Total
Net Assets
|
Fair
Value
|
||||||||||||||||||||||
Equity
investments
|
|||||||||||||||||||||||||||||
Aerospace
and Defense
|
|||||||||||||||||||||||||||||
Whitcraft
LLC
|
Common
stock
|
N/A | N/A | N/A | $ | 670 | $ | 670 | 0.3 | % | $ | 670 | |||||||||||||||||
Whitcraft
LLC
|
Warrant
|
N/A | N/A | N/A | - | - | - | 117 | |||||||||||||||||||||
670 | 670 | 0.3 | 787 | ||||||||||||||||||||||||||
Beverage,
Food and Tobacco
|
|||||||||||||||||||||||||||||
Atkins
Nutrionals, Inc.
|
LLC
interest
|
N/A | N/A | N/A | 838 | 838 | 0.3 | 838 | |||||||||||||||||||||
Richelieu
Foods, Inc.
|
LP
interest
|
N/A | N/A | N/A | 220 | 220 | 0.1 | 220 | |||||||||||||||||||||
1,058 | 1,058 | 0.4 | 1,058 | ||||||||||||||||||||||||||
Healthcare,
Education and Childcare
|
|||||||||||||||||||||||||||||
Advanced
Pain Management Holdings, Inc.
|
Common
stock
|
N/A | N/A | N/A | 67 | 67 | - | 67 | |||||||||||||||||||||
Advanced
Pain Management Holdings, Inc.
|
Preferred
stock
|
N/A | N/A | N/A | 1,273 | 1,273 | 0.5 | 1,273 | |||||||||||||||||||||
G
& H Wire Company, Inc
|
LP
Interest
|
N/A | N/A | N/A | 102 | 102 | - | 102 | |||||||||||||||||||||
Surgical
Information Systems, LLC
|
Common
stock
|
N/A | N/A | N/A | 414 | 414 | 0.2 | 414 | |||||||||||||||||||||
1,856 | 1,856 | 0.70 | 1,856 | ||||||||||||||||||||||||||
Home
and Office Furnishings,
|
|||||||||||||||||||||||||||||
Housewares,
and Durable Consumer
|
|||||||||||||||||||||||||||||
Top
Knobs USA, Inc.
|
Common
stock
|
N/A | N/A | N/A | 73 | 73 | - | 73 | |||||||||||||||||||||
Personal
and Non-Durable Consumer
|
|||||||||||||||||||||||||||||
Products
|
|||||||||||||||||||||||||||||
Strategic
Partners, Inc.
|
LLC
interest
|
N/A | N/A | N/A | 1,691 | 1,691 | 0.6 | 1,691 | |||||||||||||||||||||
Retail
Stores
|
|||||||||||||||||||||||||||||
Rubio's
Restuarants, Inc.
|
Preferred
stock
|
N/A | N/A | N/A | 945 | 945 | 0.4 | 945 | |||||||||||||||||||||
Total
equity investments United States (cost $6,293)
|
$ | 6,293 | $ | 6,293 | 2.4 | % | 6,410 | ||||||||||||||||||||||
Total
United States (cost $378,858)
|
$ | 387,504 | $ | 378,858 | 144.5 | % | $ | 377,765 | |||||||||||||||||||||
Total
investments (cost $383,507)
|
$ | 392,153 | $ | 383,507 | 146.3 | % | $ | 382,414 |
____________________________________
(1)
|
The
majority of the investments bear interest at a rate that may be determined
by reference to LIBOR (L) or Prime (P) and which reset daily, quarterly or
semi-annually. For each we have provided the spread over LIBOR
or Prime and the weighted average current interest rate in effect at
December 31, 2010. Certain investments are subject to a LIBOR
or Prime interest rate floor. For fixed rate loans, a spead
above a reference rate is not
applicable.
|
(2)
For portfolio companies with multiple interest rate contracts, the interest rate
shown is a weighted average current interest rate in effect at December 31,
2010.
(3)
A negative value is due to the capitalized discount on the loan or the unfunded
commitment being valued below par.
(4)
The entire commitment was unfunded at Decenber 31, 2010. As such, no
interest is being earned on this investment.
(5)
Loan was on non-accrual status as of December 31, 2010.
(6)
A portion of the interest may be deferred through a payment-in-kind interest
(“PIK”) rate
option.
See Notes
to Consolidated Financial Statements.
9
Golub
Capital BDC, Inc. and Subsidiaries
|
||||||||||||||||||||||||
Consolidated
Schedule of Investments
|
||||||||||||||||||||||||
September
30, 2010
|
||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
Investment
Type
|
Spread Above
Index(1)
|
Interest
Rate(2)
|
Maturity
Date
|
Principal
Amount
|
Cost
|
Percentage
of
Net Assets
|
Fair
Value
|
|||||||||||||||||
Investments,
at fair value
|
||||||||||||||||||||||||
Canada
|
||||||||||||||||||||||||
Debt
investments
|
||||||||||||||||||||||||
Diversified
Conglomerate Service
|
||||||||||||||||||||||||
Open
Text Corporation
|
Senior
loan
|
L +
2.25%
|
2.51%
|
10/2013 | $ | 1,310 | $ | 1,146 | 0.5 | % | $ | 1,297 | ||||||||||||
Leisure,
Amusement, Motion Pictures,
|
||||||||||||||||||||||||
Entertainment
|
||||||||||||||||||||||||
Extreme
Fitness, Inc.
|
Senior
loan
|
L +
7.50%
|
11.50%
|
03/2012 | 4,649 | 4,649 | 1.8 | 4,649 | ||||||||||||||||
Total
Canada (cost $5,795)
|
$ | 5,959 | $ | 5,795 | 2.3 | % | $ | 5,946 | ||||||||||||||||
Fair
Value as percentage of Principal Amount
|
99.8 | % | ||||||||||||||||||||||
United
States
|
||||||||||||||||||||||||
Debt
investments
|
||||||||||||||||||||||||
Aerospace
and Defense
|
||||||||||||||||||||||||
Thermal
Solutions LLC
|
Senior
loan
|
L +
4.75%
|
6.00%
|
03/2011 | $ | 38 | $ | 38 | - | % | $ | 38 | ||||||||||||
Thermal
Solutions LLC
|
Senior
loan
|
L +
5.25%
|
7.50%
|
03/2012 | 1,875 | 1,864 | 0.7 | 1,818 | ||||||||||||||||
1,913 | 1,902 | 0.7 | 1,856 | |||||||||||||||||||||
Automobile
|
||||||||||||||||||||||||
CLP
Auto Interior Corporation
|
Senior
loan
|
L +
4.75%
|
5.01%
|
06/2013 | 3,223 | 3,223 | 1.2 | 3,126 | ||||||||||||||||
Dealer
Computer Services, Inc.
|
Senior
loan
|
L +
3.50%
|
5.25%
|
04/2017 | 2,414 | 2,402 | 0.9 | 2,420 | ||||||||||||||||
Driven
Brands, Inc.
|
Senior
loan
|
L +
5.00%
|
6.53%
|
10/2014 | 5,944 | 5,944 | 2.3 | 5,944 | ||||||||||||||||
11,581 | 11,569 | 4.4 | 11,490 | |||||||||||||||||||||
Banking
|
||||||||||||||||||||||||
Bonddesk
Group LLC
|
Senior
loan
|
L +
3.00%
|
3.26%
|
08/2012 | 1,884 | 1,827 | 0.7 | 1,847 | ||||||||||||||||
Prommis
Solutions Inc.
|
Senior
loan
|
L +
2.75%
|
3.05%
|
02/2013 | 1,519 | 1,519 | 0.5 | 1,474 | ||||||||||||||||
3,403 | 3,346 | 1.2 | 3,321 | |||||||||||||||||||||
Beverage,
Food and Tobacco
|
||||||||||||||||||||||||
Lone
Star Beef Processors, L.P.
|
Senior
loan
|
L +
4.00%
|
4.75%
|
05/2013 | 3,580 | 3,559 | 1.4 | 3,580 | ||||||||||||||||
ABP
Corporation
|
Senior
loan
|
L +
4.50%
|
8.50%
|
02/2013 | 2,322 | 2,282 | 0.9 | 2,322 | ||||||||||||||||
Bertucci's
Corporation
|
Senior
loan
|
L +
9.00%
|
12.00%
|
07/2012 | 1,964 | 1,915 | 0.8 | 1,964 | ||||||||||||||||
CTI
Foods Holding Co., LLC
|
Senior
loan
|
L +
4.00%
|
6.00%
|
06/2015 | 893 | 885 | 0.3 | 871 | ||||||||||||||||
8,759 | 8,641 | 3.4 | 8,737 | |||||||||||||||||||||
Building
and Real Estate
|
||||||||||||||||||||||||
American
Fire Protection Group, Inc.(5)
|
Senior
loan
|
L +
6.75%
|
9.00%
|
06/2011 | 4,422 | 4,346 | 1.2 | 3,095 | ||||||||||||||||
Architectural
Testing, Inc.
|
Senior
loan
|
L +
6.50%
|
9.50%
|
05/2013 | 6,497 | 6,497 | 2.5 | 6,497 | ||||||||||||||||
Infiltrator
Systems, Inc.
|
Senior
loan
|
L +
5.50%
|
8.50%
|
09/2012 | 7,819 | 7,505 | 2.9 | 7,507 | ||||||||||||||||
ITEL
Laboratories, Inc.
|
Senior
loan
|
L +
6.75%
|
9.75%
|
03/2014 | 7,826 | 7,764 | 3.0 | 7,826 | ||||||||||||||||
ASP
PDM Acquisition Co. LLC
|
Senior
loan
|
L +
2.75%
|
3.35%
|
12/2013 | 608 | 570 | 0.2 | 560 | ||||||||||||||||
Best
Lighting Products, Inc.
|
Senior
loan
|
L +
8.00%
|
10.00%
|
08/2012 | 2,432 | 2,370 | 0.9 | 2,432 | ||||||||||||||||
KHKI
Acquisition, Inc.
|
Senior
loan
|
L +
6.00%
|
8.50%
|
03/2012 | 343 | 342 | 0.1 | 332 | ||||||||||||||||
KHKI
Acquisition, Inc.
|
Senior
loan
|
L +
6.00%
|
8.50%
|
03/2013 | 2,600 | 2,596 | 0.8 | 2,080 | ||||||||||||||||
Tecta
America Corp.
|
Senior
loan
|
L +
5.75%
|
6.58%
|
12/2011 | 2,864 | 2,864 | 0.7 | 1,904 | ||||||||||||||||
35,411 | 34,854 | 12.3 | 32,233 | |||||||||||||||||||||
Cargo
Transport
|
||||||||||||||||||||||||
The
Kenan Advantage Group, Inc.
|
Senior
loan
|
L +
4.50%
|
3.59%
|
06/2016 | 244 | 233 | 0.1 | 248 | ||||||||||||||||
The
Kenan Advantage Group, Inc.
|
Senior
loan
|
L +
4.50%
|
6.25%
|
06/2016 | 3,327 | 3,262 | 1.3 | 3,351 | ||||||||||||||||
Peco
Pallet, Inc.
|
Senior
loan
|
L +
3.75%
|
4.01%
|
06/2013 | 3,978 | 3,835 | 1.5 | 3,939 | ||||||||||||||||
7,549 | 7,330 | 2.9 | 7,538 | |||||||||||||||||||||
Chemicals,
Plastics and Rubber
|
||||||||||||||||||||||||
Celanese
Holdings LLC
|
Senior
loan
|
L +
3.00%
|
3.53%
|
10/2016 | 693 | 598 | 0.3 | 682 | ||||||||||||||||
Styron
S.A.R.L.
|
Senior
loan
|
L +
5.75%
|
7.50%
|
06/2016 | 1,481 | 1,502 | 0.6 | 1,505 | ||||||||||||||||
Syrgis
Holdings, Inc.
|
Senior
loan
|
L +
5.50%
|
7.75%
|
08/2012 | 326 | 312 | 0.1 | 326 | ||||||||||||||||
Syrgis
Holdings, Inc.
|
Senior
loan
|
L +
6.00%
|
8.25%
|
08/2013 | 864 | 821 | 0.3 | 864 | ||||||||||||||||
Syrgis
Holdings, Inc.
|
Senior
loan
|
L +
8.50%
|
10.75%
|
02/2014 | 474 | 449 | 0.2 | 474 | ||||||||||||||||
3,838 | 3,682 | 1.5 | 3,851 |
See Notes
to Consolidated Financial Statements.
10
Golub
Capital BDC, Inc. and Subsidiaries
|
||||||||||||||||||||||||
Consolidated
Schedule of Investments - (Continued)
|
||||||||||||||||||||||||
September
30, 2010
|
||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
Investment
Type
|
Spread Above
Index(1)
|
Interest
Rate(2)
|
Maturity
Date
|
Principal
Amount
|
Cost
|
Percentage
of Total
Net Assets
|
Fair
Value
|
|||||||||||||||||
Containers,
Packaging and Glass
|
||||||||||||||||||||||||
Fort
Dearborn Company
|
Senior
loan
|
L +
5.00%
|
6.86%
|
08/2015 | $ | 102 | $ | 100 | - | % | $ | 102 | ||||||||||||
Fort
Dearborn Company
|
Senior
loan
|
L +
5.50%
|
7.37%
|
08/2016 | 227 | 222 | 0.1 | 227 | ||||||||||||||||
Fort
Dearborn Company
|
Senior
loan
|
L +
5.00%
|
6.75%
|
08/2015 | 1,553 | 1,523 | 0.6 | 1,553 | ||||||||||||||||
Fort
Dearborn Company
|
Senior
loan
|
L +
5.50%
|
7.25%
|
08/2016 | 3,291 | 3,226 | 1.3 | 3,291 | ||||||||||||||||
Pelican
Products, Inc.
|
Senior
loan
|
L +
5.00%
|
7.75%
|
01/2013 | 77 | 72 | - | 77 | ||||||||||||||||
Pelican
Products, Inc.
|
Senior
loan
|
L +
5.00%
|
7.75%
|
01/2014 | 2,861 | 2,647 | 1.1 | 2,861 | ||||||||||||||||
Industrial
Container Services, LLC
|
Senior
loan
|
L +
4.00%
|
4.53%
|
09/2011 | 754 | 743 | 0.3 | 754 | ||||||||||||||||
8,865 | 8,533 | 3.4 | 8,865 | |||||||||||||||||||||
Diversified
Conglomerate Manufacturing
|
||||||||||||||||||||||||
Neptco
Inc.
|
Senior
loan
|
L +
5.25%
|
7.25%
|
03/2013 | 4,317 | 4,166 | 1.4 | 3,669 | ||||||||||||||||
Pasternack
Enterprises, Inc.
|
Senior
loan
|
L +
4.50%
|
6.00%
|
02/2014 | 4,779 | 4,646 | 1.8 | 4,779 | ||||||||||||||||
Vintage
Parts, Inc.
|
Senior
loan
|
L +
5.50%
|
5.79%
|
12/2013 | 6,551 | 6,480 | 2.5 | 6,551 | ||||||||||||||||
Heat
Transfer Parent, Inc.
|
Senior
loan
|
L +
3.00%
|
3.26%
|
06/2013 | 1,833 | 1,766 | 0.6 | 1,595 | ||||||||||||||||
17,480 | 17,058 | 6.3 | 16,594 | |||||||||||||||||||||
Diversified
Conglomerate Service
|
||||||||||||||||||||||||
Benetech,
Inc.
|
Senior
loan
|
L +
5.00%
|
5.26%
|
12/2013 | 8,845 | 8,562 | 3.3 | 8,668 | ||||||||||||||||
Compass
Group Diversified Holdings, LLC
|
Senior
loan
|
L +
4.00%
|
4.50%
|
12/2013 | 4,566 | 4,566 | 1.8 | 4,566 | ||||||||||||||||
Cortz,
Inc.
|
Senior
loan
|
L +
5.50%
|
8.50%
|
03/2014 | 6,540 | 6,493 | 2.5 | 6,540 | ||||||||||||||||
NS
Holdings, Inc.
|
Senior
loan
|
L +
4.63%
|
6.64%
|
06/2015 | 2,238 | 2,194 | 0.9 | 2,238 | ||||||||||||||||
NS
Holdings, Inc.(3)
|
Senior
loan
|
L +
6.25%
|
N/A(4)
|
06/2015 | - | (8 | ) | - | - | |||||||||||||||
Protection
One, Inc.
|
Senior
loan
|
L +
4.25%
|
6.00%
|
06/2016 | 3,142 | 3,132 | 1.2 | 3,150 | ||||||||||||||||
Savvis
Communications Corporation
|
Senior
loan
|
L +
5.00%
|
6.75%
|
08/2016 | 2,000 | 1,978 | 0.8 | 2,012 | ||||||||||||||||
The
Service Companies, Inc.
|
Senior
loan
|
L +
6.50%
|
8.50%
|
03/2014 | 5,792 | 5,676 | 2.2 | 5,792 | ||||||||||||||||
33,123 | 32,593 | 12.7 | 32,966 | |||||||||||||||||||||
Diversified
Natural Resources, Precious
|
||||||||||||||||||||||||
Metals,
and Minerals
|
||||||||||||||||||||||||
Metal
Spinners, Inc.
|
Senior
loan
|
L +
7.00%
|
10.00%
|
12/2014 | 2,284 | 2,202 | 0.9 | 2,284 | ||||||||||||||||
Metal
Spinners, Inc.
|
Senior
loan
|
L +
8.00%
|
11.00%
|
12/2014 | 3,085 | 2,979 | 1.1 | 2,900 | ||||||||||||||||
Virginia
Explosives & Drilling Company, Inc.
|
Senior
loan
|
L +
7.00%
|
10.50%
|
05/2011 | 170 | 162 | 0.1 | 170 | ||||||||||||||||
Virginia
Explosives & Drilling Company, Inc.
|
Senior
loan
|
L +
7.00%
|
10.50%
|
10/2011 | 2,852 | 2,739 | 1.0 | 2,709 | ||||||||||||||||
8,391 | 8,082 | 3.1 | 8,063 | |||||||||||||||||||||
Electronics
|
||||||||||||||||||||||||
Cape
Electrical Supply LLC
|
Senior
loan
|
L +
5.75%
|
6.75%
|
11/2013 | 2,435 | 2,300 | 0.9 | 2,386 | ||||||||||||||||
The
Sloan Company, Inc.
|
Second
lien loan
|
L +
5.50%
|
5.76%
|
10/2012 | 2,442 | 2,430 | 0.9 | 2,442 | ||||||||||||||||
Syncsort
Incorporated(3)
|
Senior
loan
|
L +
5.50%
|
N/A(4)
|
03/2015 | - | (8 | ) | - | - | |||||||||||||||
Syncsort
Incorporated
|
Senior
loan
|
L +
5.50%
|
7.50%
|
03/2015 | 9,875 | 9,658 | 3.8 | 9,875 | ||||||||||||||||
14,752 | 14,380 | 5.6 | 14,703 | |||||||||||||||||||||
Finance
|
||||||||||||||||||||||||
Nuveen
Investments, Inc.
|
Senior
loan
|
L +
3.00%
|
3.29%
|
11/2014 | 3,000 | 2,685 | 1.0 | 2,705 | ||||||||||||||||
eVestment
Alliance Holdings, LLC
|
Senior
loan
|
L +
6.50%
|
9.50%
|
05/2014 | 7,128 | 7,013 | 2.7 | 7,128 | ||||||||||||||||
Pillar
Processing LLC
|
Senior
loan
|
L +
5.50%
|
5.79%
|
11/2013 | 6,216 | 6,196 | 2.4 | 6,216 | ||||||||||||||||
Pillar
Processing LLC
|
Senior
loan
|
N/A
|
14.50%
|
05/2014 | 3,125 | 3,125 | 1.2 | 3,125 | ||||||||||||||||
Wall
Street Systems Holdings, Inc.
|
Senior
loan
|
L +
5.00%
|
8.00%
|
05/2013 | 7,875 | 7,875 | 3.0 | 7,875 | ||||||||||||||||
27,344 | 26,894 | 10.3 | 27,049 | |||||||||||||||||||||
Grocery
|
||||||||||||||||||||||||
JRD
Holdings, Inc.
|
Senior
loan
|
L +
2.25%
|
2.51%
|
07/2014 | 1,241 | 1,097 | 0.5 | 1,195 |
See Notes
to Consolidated Financial Statements.
11
Golub
Capital BDC, Inc. and Subsidiaries
|
||||||||||||||||||||||||||
Consolidated
Schedule of Investments - (Continued)
|
||||||||||||||||||||||||||
September
30, 2010
|
||||||||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||
|
Investment
Type
|
Spread Above
Index(1)
|
Interest
Rate(2)
|
Maturity
Date
|
Principal
Amount
|
Cost
|
Percentage
of Total
Net Assets
|
Fair
Value
|
||||||||||||||||||
Healthcare,
Education and Childcare
|
||||||||||||||||||||||||||
ADG,
LLC
|
Senior
loan
|
L +
5.75%
|
7.78%
|
05/2013 | $ | 3,701 | $ | 3,652 | 1.4 | % | $ | 3,701 | ||||||||||||||
ADG,
LLC(3)
|
Senior
loan
|
L +
5.75%
|
N/A(4)
|
05/2013 | - | (10 | ) | - | - | |||||||||||||||||
Campus
Management Acquisition Corp.
|
Senior
loan
|
L +
5.65%
|
7.40%
|
09/2015 | 5,595 | 5,483 | 2.1 | 5,595 | ||||||||||||||||||
CHS/Community
Health Systems
|
Senior
loan
|
L +
2.25%
|
2.55%
|
07/2014 | 773 | 763 | 0.3 | 734 | ||||||||||||||||||
Community
Hospices of America, Inc.
|
Senior
loan
|
L +
5.00%
|
8.00%
|
01/2011 | 990 | 985 | 0.4 | 990 | ||||||||||||||||||
Community
Hospices of America, Inc.
|
Second
lien loan
|
L +
9.50%
|
12.50%
|
04/2011 | 4,865 | 4,846 | 1.9 | 4,865 | ||||||||||||||||||
DaVita,
Inc.
|
Senior
loan
|
L +
1.50%
|
1.76%
|
10/2012 | 5,000 | 4,646 | 1.9 | 4,989 | ||||||||||||||||||
DDC
Center Inc.
|
Senior
loan
|
L +
6.50%
|
9.50%
|
10/2014 | 9,652 | 9,652 | 3.3 | 8,687 | ||||||||||||||||||
Delta
Educational Systems, Inc.
|
Senior
loan
|
L +
4.00%
|
6.00%
|
06/2012 | 4,140 | 3,997 | 1.6 | 4,140 | ||||||||||||||||||
Den-Mat
Holdings, LLC
|
Senior
loan
|
L +
3.25%
|
4.25%
|
06/2014 | 3,287 | 3,195 | 0.6 | 1,643 | ||||||||||||||||||
Excelligence
Learning Corporation
|
Second
lien loan
|
L +
7.00%
|
7.26%
|
11/2013 | 1,600 | 1,539 | 0.6 | 1,584 | ||||||||||||||||||
The
Hygenic Corporation
|
Senior
loan
|
L +
2.50%
|
2.80%
|
04/2013 | 2,483 | 2,425 | 0.9 | 2,384 | ||||||||||||||||||
Integrated
DNA Technologies, Inc.
|
Subordinated
debt
|
N/A |
12.00%
|
04/2015 | 3,800 | 3,737 | 1.5 | 3,800 | ||||||||||||||||||
Integrated
DNA Technologies, Inc.(3)
|
Subordinated
debt
|
N/A |
N/A(4)
|
04/2015 | - | (14 | ) | - | - | |||||||||||||||||
ReachOut
Healthcare America Ltd
|
Senior
loan
|
L +
5.00%
|
8.00%
|
08/2013 | 6,242 | 6,226 | 2.4 | 6,242 | ||||||||||||||||||
Renal
Advantage Holdings, Inc.
|
Senior
loan
|
L +
4.50%
|
6.00%
|
06/2016 | 1,000 | 1,005 | 0.4 | 1,006 | ||||||||||||||||||
Sterilmed,
Inc.
|
Senior
loan
|
L +
6.25%
|
7.75%
|
07/2016 | 3,139 | 3,077 | 1.2 | 3,139 | ||||||||||||||||||
Sterilmed,
Inc.(3)
|
Senior
loan
|
L +
6.25%
|
N/A(4)
|
07/2015 | - | (9 | ) | - | - | |||||||||||||||||
TIDI
Products, LLC
|
Senior
loan
|
L +
5.00%
|
6.50%
|
05/2015 | 2,608 | 2,560 | 1.0 | 2,608 | ||||||||||||||||||
TIDI
Products, LLC(3)
|
Senior
loan
|
L +
5.00%
|
N/A(4)
|
05/2015 | - | (6 | ) | - | - | |||||||||||||||||
United
Surgical Partners International, Inc.
|
Senior
loan
|
L +
2.00%
|
2.26%
|
04/2014 | 1,529 | 1,529 | 0.6 | 1,450 | ||||||||||||||||||
Universal
Health Services, Inc.
|
Senior
loan
|
L +
4.00%
|
5.50%
|
11/2016 | 1,664 | 1,639 | 0.6 | 1,675 | ||||||||||||||||||
Warner
Chilcott Corporation
|
Senior
loan
|
L +
4.25%
|
6.50%
|
02/2016 | 1,510 | 1,495 | 0.6 | 1,519 | ||||||||||||||||||
Warner
Chilcott Corporation
|
Senior
loan
|
L +
4.25%
|
6.50%
|
02/2016 | 490 | 485 | 0.2 | 493 | ||||||||||||||||||
64,068 | 62,897 | 23.5 | 61,244 | |||||||||||||||||||||||
Home
and Office Furnishings,
|
||||||||||||||||||||||||||
Housewares,
and Durable Consumer
|
||||||||||||||||||||||||||
Top
Knobs USA, Inc.
|
Senior
loan
|
L +
6.25%
|
8.25%
|
02/2014 | 2,751 | 2,669 | 1.0 | 2,724 | ||||||||||||||||||
Zenith
Products Corporation
|
Senior
loan
|
L +
5.00%
|
5.49%
|
09/2013 | 4,878 | 4,787 | 1.8 | 4,732 | ||||||||||||||||||
7,629 | 7,456 | 2.8 | 7,456 | |||||||||||||||||||||||
Leisure,
Amusement, Motion Pictures
|
||||||||||||||||||||||||||
and
Entertainment
|
||||||||||||||||||||||||||
Competitor
Group, Inc.
|
Senior
loan
|
L +
7.50%
|
9.50%
|
09/2015 | 81 | 58 | - | 81 | ||||||||||||||||||
Competitor
Group, Inc.(3)
|
Senior
loans
|
L +
7.50%
|
N/A(4)
|
03/2012 | - | (114 | ) | - | - | |||||||||||||||||
Competitor
Group, Inc.
|
Senior
loan
|
L +
7.50%
|
9.50%
|
09/2015 | 8,395 | 8,189 | 3.2 | 8,395 | ||||||||||||||||||
Octane
Fitness, LLC
|
Senior
loan
|
L +
4.60%
|
5.11%
|
03/2013 | 4,675 | 4,541 | 1.7 | 4,442 | ||||||||||||||||||
Optronics
Product Company, Inc.
|
Senior
loan
|
L +
3.75%
|
5.75%
|
12/2012 | 176 | 168 | 0.1 | 176 | ||||||||||||||||||
Optronics
Product Company, Inc.
|
Second
lien loan
|
L +
7.25%
|
8.25%
|
12/2013 | 2,489 | 2,377 | 1.0 | 2,489 | ||||||||||||||||||
Premier
Yachts, Inc.
|
Senior
loan
|
L +
3.75%
|
4.01%
|
08/2012 | 1,037 | 994 | 0.4 | 1,026 | ||||||||||||||||||
Premier
Yachts, Inc.
|
Senior
loan
|
L +
7.00%
|
7.26%
|
08/2013 | 568 | 547 | 0.2 | 568 | ||||||||||||||||||
Regal
Cinemas Corporation
|
Senior
loan
|
L +
3.50%
|
3.79%
|
11/2016 | 1,493 | 1,289 | 0.6 | 1,487 | ||||||||||||||||||
18,914 | 18,049 | 7.2 | 18,664 | |||||||||||||||||||||||
Oil
and Gas
|
||||||||||||||||||||||||||
Tri-County
Petroleum, Inc.
|
Senior
loan
|
L +
4.25%
|
4.52%
|
08/2013 | 3,666 | 3,576 | 1.4 | 3,629 | ||||||||||||||||||
Personal
and Non-Durable Consumer
|
||||||||||||||||||||||||||
Products
|
||||||||||||||||||||||||||
Dr.
Miracles, Inc.
|
Senior
loan
|
L +
5.50%
|
8.00%
|
03/2014 | 3,766 | 3,723 | 1.4 | 3,766 | ||||||||||||||||||
Strategic
Partners, Inc.
|
Subordinated
debt
|
N/A |
12.00%
|
02/2017 | 9,636 | 9,367 | 3.7 | 9,635 | ||||||||||||||||||
13,402 | 13,090 | 5.1 | 13,401 | |||||||||||||||||||||||
Personal,
Food and Miscellaneous
|
||||||||||||||||||||||||||
Services
|
||||||||||||||||||||||||||
Aramark
Corporation
|
Senior
loan
|
L +
0.00%
|
0.11%
|
01/2014 | 64 | 55 | - | 61 | ||||||||||||||||||
Aramark
Corporation
|
Senior
loan
|
L +
0.00%
|
0.11%
|
07/2016 | 115 | 98 | - | 113 | ||||||||||||||||||
Aramark
Corporation
|
Senior
loan
|
L +
3.25%
|
3.54%
|
07/2016 | 1,752 | 1,490 | 0.7 | 1,722 | ||||||||||||||||||
Aramark
Corporation
|
Senior
loan
|
L +
1.88%
|
2.16%
|
01/2014 | 794 | 682 | 0.3 | 758 | ||||||||||||||||||
Focus
Brands, Inc.
|
Senior
loan
|
L +
5.00%
|
5.29%
|
03/2011 | 4,952 | 4,905 | 1.9 | 4,951 | ||||||||||||||||||
7,677 | 7,230 | 2.9 | 7,605 |
See Notes
to Consolidated Financial Statements.
12
Golub
Capital BDC, Inc. and Subsidiaries
|
|||||||||||||||||||||||||||||
Consolidated
Schedule of Investments - (Continued)
|
|||||||||||||||||||||||||||||
September
30, 2010
|
|||||||||||||||||||||||||||||
(In
thousands)
|
|||||||||||||||||||||||||||||
Investment
Type
|
Spread Above
Index(1)
|
Interest
Rate(2)
|
Maturity
Date
|
Principal
Amount /
Shares
|
Cost
|
Percentage
of Total
Net Assets
|
Fair
Value
|
||||||||||||||||||||||
Printing
and Publishing
|
|||||||||||||||||||||||||||||
Monotype
Imaging, Inc.
|
Senior
loan
|
L +
3.75%
|
4.01%
|
07/2012 | $ | 1,378 | $ | 1,323 | 0.5 | % | $ | 1,379 | |||||||||||||||||
Trade
Service Company, LLC
|
Senior
loan
|
N/A |
14.00%
|
01/2013 | 2,085 | 2,026 | 0.8 | 2,084 | |||||||||||||||||||||
3,463 | 3,349 | 1.3 | 3,463 | ||||||||||||||||||||||||||
Retail
Stores
|
|||||||||||||||||||||||||||||
Container
Store, Inc.
|
Senior
loan
|
L +
3.00%
|
3.32%
|
08/2014 | 6,794 | 6,329 | 2.4 | 6,251 | |||||||||||||||||||||
Fasteners
for Retail, Inc.
|
Senior
loan
|
L +
3.50%
|
4.83%
|
12/2012 | 1,964 | 1,844 | 0.7 | 1,884 | |||||||||||||||||||||
IL
Fornaio (America) Corporation
|
Senior
loan
|
L +
3.00%
|
3.30%
|
03/2013 | 4,768 | 4,490 | 1.7 | 4,434 | |||||||||||||||||||||
The
Marshall Retail Group, LLC
|
Senior
loan
|
L +
4.50%
|
7.25%
|
04/2013 | 3,103 | 2,988 | 1.2 | 3,103 | |||||||||||||||||||||
The
Marshall Retail Group, LLC
|
Senior
loan
|
L +
6.50%
|
9.25%
|
04/2013 | 2,100 | 2,039 | 0.8 | 2,100 | |||||||||||||||||||||
Rubio's
Restuarants, Inc.
|
Senior
loan
|
L +
7.00%
|
8.75%
|
06/2015 | 9,738 | 9,539 | 3.7 | 9,738 | |||||||||||||||||||||
28,467 | 27,229 | 10.5 | 27,510 | ||||||||||||||||||||||||||
Telecommunications
|
|||||||||||||||||||||||||||||
MetroPCS
Wireless, Inc.
|
Senior
loan
|
L +
2.25%
|
2.56%
|
11/2013 | 247 | 211 | 0.1 | 243 | |||||||||||||||||||||
MetroPCS
Wireless, Inc.
|
Senior
loan
|
L +
3.50%
|
3.81%
|
11/2016 | 2,692 | 2,288 | 1.0 | 2,672 | |||||||||||||||||||||
Springboard
Finance LLC
|
Senior
loan
|
L +
5.00%
|
7.00%
|
02/2015 | 1,997 | 1,984 | 0.8 | 2,009 | |||||||||||||||||||||
West
Corporation(3)
|
Senior
loan
|
L +
2.00%
|
N/A(4)
|
10/2012 | - | (239 | ) | (0.3 | ) | (700 | ) | ||||||||||||||||||
4,936 | 4,244 | 1.6 | 4,224 | ||||||||||||||||||||||||||
Textiles
and Leather
|
|||||||||||||||||||||||||||||
Gammill,
Inc.
|
Senior
loan
|
L +
7.50%
|
9.50%
|
09/2011 | 415 | 409 | 0.2 | 415 | |||||||||||||||||||||
Gammill,
Inc.
|
Senior
loan
|
L +
8.00%
|
10.00%
|
09/2012 | 4,285 | 4,193 | 1.6 | 4,284 | |||||||||||||||||||||
4,700 | 4,602 | 1.8 | 4,699 | ||||||||||||||||||||||||||
Utilities
|
|||||||||||||||||||||||||||||
Covanta
Energy Corporation
|
Senior
loan
|
L +
0.00%
|
0.43%
|
02/2014 | 1,000 | 869 | 0.4 | 957 | |||||||||||||||||||||
Covanta
Energy Corporation
|
Senior
loan
|
L +
1.50%
|
2.00%
|
02/2014 | 1,960 | 1,703 | 0.7 | 1,877 | |||||||||||||||||||||
Itron,
Inc.
|
Senior
loan
|
L +
3.50%
|
3.76%
|
04/2014 | 875 | 793 | 0.3 | 876 | |||||||||||||||||||||
NRG
Energy, Inc.
|
Senior
loan
|
L +
1.50%
|
1.98%
|
02/2013 | 2,223 | 2,057 | 0.9 | 2,221 | |||||||||||||||||||||
6,058 | 5,422 | 2.3 | 5,931 | ||||||||||||||||||||||||||
Total
debt investments (cost $337,105)
|
$ | 346,630 | $ | 337,105 | 129.1 | % | $ | 336,287 | |||||||||||||||||||||
Fair
Value as a percentage of Principal Amount
|
97.0 | % | |||||||||||||||||||||||||||
Equity
investments
|
|||||||||||||||||||||||||||||
Personal
and Non-Durable Consumer
|
|||||||||||||||||||||||||||||
Products
|
|||||||||||||||||||||||||||||
Strategic
Partners, Inc.
|
LLC
interest
|
N/A | N/A | N/A | 1,691 | $ | 1,691 | 0.6 | % | $ | 1,691 | ||||||||||||||||||
Retail
Stores
|
|||||||||||||||||||||||||||||
Rubio's
Restuarants, Inc.
|
Preferred
stock
|
N/A | N/A | N/A | 945 | 945 | 0.4 | 945 | |||||||||||||||||||||
Total
equity investments (cost $2,636)
|
$ | 2,636 | $ | 2,636 | 1.0 | % | $ | 2,636 | |||||||||||||||||||||
Total
United States (cost $339,741)
|
$ | 349,266 | $ | 339,741 | 130.1 | % | $ | 338,923 | |||||||||||||||||||||
Total
investments (cost $345,536)
|
$ | 355,225 | $ | 345,536 | 132.4 | % | $ | 344,869 |
__________________________________
(1)
|
The majority of the investments
bear interest at a rate that may be determined by reference to LIBOR (L)
or Prime (P) and which reset daily, quarterly or
semi-annually. For each we have provided the spread over
LIBOR or Prime and the weighted average current interest rate in effect at
September 30, 2010. Certain investments are subject to a
LIBOR or Prime
interest rate floor. For fixed rate loans, a spead above a
reference rate is not
applicable.
|
(2)
For portfolio companies with multiple interest rate contracts, the interest rate
shown is a weighted average current interest rate in effect at September 30,
2010.
(3)
A negative value is due to the capitalized discount on the loan or the unfunded
commitment being valued below par.
(4)
The entire commitment was unfunded at September 30, 2010. As such, no
interest is being earned on this investment.
(5)
Loan was on non-accrual status as of September 30, 2010.
See Notes
to Consolidated Financial Statements.
13
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
Note
1. Organization
Golub
Capital BDC, Inc. (“GBDC” and together with its subsidiaries, the “Company”) is
an externally managed, closed-end, non-diversified management investment
company. GBDC has elected to be treated as a business development company
(“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).
In addition, for tax purposes, GBDC intends to elect to be treated as a
regulated investment company (“RIC”) under Subchapter M of the Internal Revenue
Code of 1986, as amended (the “Code”).
On April
13, 2010, Golub Capital BDC LLC (“GC LLC”) converted from a Delaware limited
liability company to a Delaware corporation, leaving GBDC as the surviving
entity (the “Conversion”). At the time of the Conversion, all limited liability
company interests were exchanged for 8,984,863 shares of common stock in GBDC.
GBDC had no assets or operations prior to the Conversion, and as a result, the
books and records of GC LLC have become the books and records of the surviving
entity.
On April
14, 2010, GBDC priced its initial public offering (the “Offering”), selling
7,100,000 shares of its common stock at a public offering price of $14.50 per
share. Concurrent with the Offering, an additional 1,322,581 shares were sold
through a private placement, also at $14.50 per share. On May 19, 2010, an
additional 305,000 shares at $14.50 were issued upon the exercise of the
underwriters’ over-allotment option.
GC LLC
was formed in the State of Delaware on November 9, 2009, to continue and expand
the business of Golub Capital Master Funding LLC (“GCMF”) which commenced
operations on July 7, 2007. All of the outstanding limited liability company
interests in GCMF were initially held by three Delaware limited liability
companies, Golub Capital Company IV, LLC, Golub Capital Company V, LLC, and
Golub Capital Company VI, LLC (collectively the “Capital Companies”). In
November 2009, the Capital Companies formed GC LLC, into which they contributed
100% of the limited liability company interests of GCMF and from which they
received a proportionate number of limited liability company interests in GC
LLC. In February 2010, GEMS Fund L.P. (“GEMS”), a limited partnership affiliated
through common management with the Capital Companies, purchased an interest in
GC LLC. As a result of the Conversion, the Capital Companies and GEMS received
shares of common stock in GBDC.
Subsequent
to the Conversion, GCMF become a wholly owned subsidiary of GBDC. GCMF’s
financial results are consolidated with GBDC, and the portfolio investments held
by GCMF are included in the Company’s consolidated financial statements. All
intercompany balances and transactions have been eliminated. For periods prior
to November 19, 2009, the consolidated financial statements only reflect the
financial results of GCMF.
On July
16, 2010, the Company completed a $300,000 term Debt Securitization (defined in
Note 6). The notes offered in the Debt Securitization were issued by Golub
Capital BDC 2010-1 LLC, a newly formed, indirect subsidiary of the Company (the
“Issuer”), and are secured by the assets held within the Issuer. The transaction
was executed through a private placement of approximately $174,000 of Aaa/AAA
Class A Notes of the Issuer. Golub Capital BDC 2010-1 Holdings LLC, a direct
subsidiary of the Company, retained all of the Class B and Subordinated Notes,
which totaled approximately $126,000 and retained all the membership interest in
the Issuer. Assets related to transactions that do not meet Accounting Standards
Codification (“ASC”) Topic 860— Transfers and Servicing
requirements for accounting sale treatment are reflected in the consolidated
statements of financial condition of the Company as investments. Those assets
are owned by the Issuer, a special purpose entity that is consolidated in the
Company’s financial statements, the creditors of the Issuer have received
security interests in such assets and such assets are not intended to be
available to the creditors of the Company (or any affiliate of the Company). For
further information on the Debt Securitization, see Note 6.
14
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
On August
24, 2010, GC SBIC IV, L.P., a wholly owned subsidiary of the Company, received
approval for a license from the United States Small Business Administration
(“SBA”) to operate a Small Business Investment Company (“SBIC”). As an SBIC, GC
SBIC IV L.P. is subject to oversight and regulation by the SBA concerning the
size and nature of companies in which it may invest as well as the structures of
those investments.
The
license allows GC SBIC IV, L.P. to obtain leverage by issuing SBA-guaranteed
debentures, subject to issuance of a capital commitment by SBA and customary
procedures. Debentures are loans issued by an SBIC which have interest payable
semi-annually and a ten year maturity. The interest rate is fixed at the time of
issuance at a market-driven spread over U.S. Treasury Notes with ten year
maturities.
The
Company applied for exemptive relief from the U.S. Securities and Exchange
Commission (“SEC”) on July 9, 2010 and filed an amended application on November
12, 2010 to permit it to exclude the debt of GC SBIC IV, L.P. that is guaranteed
by the SBA from the Company’s 200% asset coverage test under the 1940 Act. If
the Company receives an exemption for this SBA debt, the Company would have
increased flexibility under the 200% asset coverage test.
The
Company’s investment strategy is to invest in senior secured, unitranche,
mezzanine and second lien loans to middle market companies that are, in most
cases, sponsored by private equity investors. The Company has entered into an
investment advisory agreement (the “Investment Advisory Agreement”) with GC
Advisors LLC (the “Investment Adviser”), under which the Investment Adviser
manages the day-to-day operations of, and provides investment advisory services
to, the Company. Prior to April 14, 2010, Golub Capital Incorporated served as
the investment adviser for the Company.
Note
2. Accounting Policies and Recent Accounting Updates
Basis of
Presentation: The accompanying consolidated financial
statements of the Company and related financial information have been prepared
in accordance with generally accepted accounting principles in the United States
of America (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q
and Articles 6 or 10 of Regulation S-X. In the opinion of management, the
consolidated financial statements reflect all adjustments and reclassifications
consisting solely of normal accruals that are necessary for the fair
presentation of financial results as of and for the periods presented. All
intercompany balances and transactions have been eliminated. Certain prior
period amounts have been reclassified to conform to the current period
presentation.
Accounting Standards
Codification: In June 2009, the Financial Accounting Standards
Board, “FASB” issued Accounting Standards
Codification TM (the
“Codification”) which is the single source of authoritative GAAP recognized by
the FASB to be applied by nongovernmental entities. The Codification combines
all authoritative standards into a comprehensive, topically organized online
database. One level of authoritative GAAP exists, other than guidance issued by
the Securities and Exchange Commission (“SEC”). All other accounting literature
excluded from the Codification is considered non-authoritative.
Fair value of financial
instruments: The Company applies fair value to substantially
all of its financial instruments in accordance with ASC Topic 820— Fair Value Measurements and
Disclosures. ASC Topic 820 defines fair value, establishes a framework
used to measure fair value and requires disclosures for fair value measurements.
In accordance with ASC Topic 820, the Company has categorized its financial
instruments carried at fair value, based on the priority of the valuation
technique, into a three-level fair value hierarchy. Fair value is a market-based
measure considered from the perspective of the market participant who holds the
financial instrument rather than an entity specific measure. Therefore, when
market assumptions are not readily available, the Company’s own assumptions are
set to reflect those that management believes market participants would use in
pricing the financial instrument at the measurement date.
15
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
The
availability of observable inputs can vary depending on the financial instrument
and is affected by a wide variety of factors, including, for example, the type
of product, whether the product is new, whether the product is traded on an
active exchange or in the secondary market and the current market conditions. To
the extent that the valuation is based on models or inputs that are less
observable or unobservable in the market the determination of fair value
requires more judgment. Accordingly, the degree of judgment exercised by the
Company in determining fair value is greatest for financial instruments
classified as Level 3.
Any
changes to the valuation methodology are reviewed by management to confirm that
the changes are justified. As markets change, new products develop and the
pricing for products becomes more or less transparent, the Company will continue
to refine its valuation methodologies. See Note 5 for disclosures required by
ASC Topic 820.
Use of
estimates: The preparation of the consolidated financial
statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
Consolidation: As
permitted under Regulation S-X and the AICPA Audit and Accounting Guide for
Investment Companies, the Company will generally not consolidate its investment
in a company other than an investment company subsidiary or a controlled
operating company whose business consists of providing services to us.
Accordingly, the Company consolidated the results of the Company’s subsidiaries
in its consolidated financial statements.
Segments: In
accordance with ASC Topic 280— Segment Reporting, the
Company has determined that it has a single reporting segment and operating unit
structure.
Cash and cash
equivalents: Cash and cash equivalents are highly liquid
investments with an original maturity of three months or less at the date of
acquisition. The Company places its cash in financial institutions and, at
times, such balances may be in excess of the Federal Deposit Insurance
Corporation insurance limits.
Restricted cash and cash equivalents:
Restricted cash and cash equivalents represent amounts that are collected
and are held by trustees who have been appointed as custodians of the assets
securing certain of the Company’s financing transactions. Restricted cash is
held by the trustees for payment of interest expense and principal on the
outstanding borrowings.
Revenue
recognition: Investments and related investment
income: The Company’s board of directors (the “Board”) determines the
fair value of its portfolio investments. Interest income is accrued based upon
the outstanding principal amount and contractual interest terms of debt
investments. In addition, the Company may generate revenue in the form of
commitment, origination, amendment, structuring or due diligence fees, fees for
providing managerial assistance and consulting fees. Loan origination fees,
original issue discount and market discount or premium are capitalized, and the
Company accretes or amortizes such amounts over the life of the loan as interest
income. The Company records prepayment premiums on loans as interest
income. When the Company receives principal payments on a loan in an amount that
exceeds its amortized cost, it records the excess principal payment as interest
income. For the three months ended December 31, 2010 and 2009,
interest income included $1,953 and $3,092 of such amounts,
respectively.
16
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
For
investments with contractual payment-in-kind interest (“PIK”), which represents
contractual interest accrued and added to the principal balance that generally
becomes due at maturity, the Company will not accrue PIK interest if the
portfolio company valuation indicates that the PIK interest is not collectible.
For the three months ended December 31, 2010 and December 31, 2009, the Company
recorded PIK income of $139 and $55, respectively.
Investment
transactions are accounted for on a trade-date basis. Realized gains or losses
on investments are measured by the difference between the net proceeds from the
disposition and the cost basis of investment, without regard to unrealized gains
or losses previously recognized. The Company reports changes in fair value of
investments that are measured at fair value as a component of the net change in
unrealized appreciation (depreciation) on investments in the consolidated
statements of operations.
Non-accrual loans:A loan may
be left on accrual status during the period the Company is pursuing repayment of
the loan. Management reviews all loans that become 90 days or more past due on
principal and interest or when there is reasonable doubt that principal or
interest will not be collected for possible placement on non-accrual status.
Accrued interest is generally reversed when a loan is placed on non-accrual.
Interest payments received on non-accrual loans may be recognized as income or
applied to principal depending upon management’s judgment. Non-accrual loans are
restored to accrual status when past due principal and interest is paid and, in
management’s judgment, are likely to remain current. The total fair value of
non-accrual loans was $2,653 and $3,095 as of December 31, 2010 and September
30, 2010 respectively.
Income taxes: The
Company intends to elect to be treated as a RIC under subchapter M of the Code
and operates in a manner so as to qualify for the tax treatment applicable to
RICs. In order to qualify as a RIC, among other things, the Company is required
to meet certain source of income and asset diversification requirements and
timely distribute to its stockholders at least 90% of investment company taxable
income, as defined by the Code, for each year. The Company has made and intends
to continue to make the requisite distributions to its stockholders, which will
generally relieve the Company from U.S. federal income taxes with respect to all
income distributed to its stockholders.
Depending
on the level of taxable income earned in a tax year, the Company may choose to
carry forward taxable income in excess of current year dividend distributions
into the next tax year and pay a 4% excise tax on such income, as required. To
the extent that the Company determines that its estimated current year annual
taxable income will be in excess of estimated current year dividend
distributions, the Company accrues excise tax, if any, on estimated excess
taxable income as taxable income is earned. For the three-month periods ending
December 31, 2010 and 2009, no amount was recorded for U.S. federal excise
tax.
The
Company accounts for income taxes in conformity with ASC Topic 740— Income Taxes. ASC Topic 740
provides guidelines for how uncertain tax positions should be recognized,
measured, presented and disclosed in financial statements. ASC Topic 740
requires the evaluation of tax positions taken in the course of preparing the
Company’s tax returns to determine whether the tax positions are
“more-likely-than-not” to be sustained by the applicable tax authority. Tax
benefits of positions not deemed to meet the more-likely-than-not threshold
would be recorded as a tax expense in the current year. It is the Company’s
policy to recognize accrued interest and penalties related to uncertain tax
benefits in income tax expense. There were no material uncertain income tax
positions at December 31, 2010 and September 30, 2010. The 2007 through 2009 tax
years remain subject to examination by U.S. federal and most state tax
authorities.
17
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
Dividends and
Distributions: Dividends and distributions to common
stockholders are recorded on the declaration date. The amount to be paid out as
a dividend or distribution is determined by the Board each quarter and is
generally based upon the earnings estimated by management. Net realized capital
gains, if any, are distributed at least annually, although the Company may
decide to retain such capital gains for investment.
The
Company has adopted a dividend reinvestment plan (“DRIP”) that provides for
reinvestment of any distributions the Company declares in cash on behalf of its
stockholders, unless a stockholder elects to receive cash. As a result, if the
Board authorizes, and the Company declares, a cash distribution, then
stockholders who have not “opted out” of the dividend reinvestment plan will
have their cash distribution automatically reinvested in additional shares of
the Company’s common stock, rather than receiving the cash dividend. The Company
may use newly issued shares to implement the plan (especially if the Company’s
shares are trading at a premium to net asset value), or the Company may purchase
shares in the open market in connection with the obligations under the plan. In
particular, if the Company’s shares are trading at a significant discount to net
asset value and the Company is otherwise permitted under applicable law to
purchase such shares, the Company intends to purchase shares in the open market
in connection with any obligations under its dividend reinvestment
plan.
Deferred financing
costs: Deferred financing costs represent fees and other
direct incremental costs incurred in connection with the Company’s borrowings.
As of December 31, 2010 and September 30, 2010, the Company had deferred
financing costs of $3,548 and $2,748, respectively. These amounts are amortized
and included in interest expense in the consolidated statements of operations
over the estimated average life of the borrowings. Amortization expense for the
three months ended December 31, 2010 and 2009 was $168 and zero,
respectively.
Deferred offering
costs: Deferred offering costs consist of fees paid in
relation to legal, accounting, regulatory and printing work completed in
preparation of the Offering. Deferred offering costs are charged against the
proceeds from equity offerings when received. Deferred offering costs
are included in Other assets on the consolidated statements of financial
condition.
Earnings and net asset value per
share: For historical periods prior to April 1, 2010, the
Company did not have common shares outstanding or an equivalent and therefore
earnings per share and weighted average shares outstanding information for
historical periods prior to April 1, 2010 are not provided.
Note
3. Related Party Transactions
Investment
Advisory and Management Agreement
On April
14, 2010, GBDC entered into the Investment Advisory Agreement with the
Investment Adviser, under which the Investment Adviser manages the day-to-day
operations of, and provides investment advisory services to, GBDC. The
Investment Advisory Agreement was subsequently amended on July 16, 2010. The
Investment Adviser is a registered investment adviser with the SEC. The
Investment Adviser receives fees for providing services, consisting of two
components, a base management fee and an incentive fee.
The base
management fee is calculated at an annual rate equal to 1.375% of average
adjusted gross assets at the end of the two most recently completed calendar
quarters (excluding cash and cash equivalents and including assets purchased
with borrowed funds and securitization-related assets) and is payable quarterly
in arrears. To the extent that the Investment Adviser or any of its affiliates
provides investment advisory, collateral management or other similar services to
a subsidiary of the Company, the base management fee shall be reduced by an
amount equal to the product of (1) the total fees paid to the Investment Adviser
by such subsidiary for such services and (2) the percentage of such subsidiary’s
total equity, including membership interests and any class of notes not
exclusively held by one or more third parties, that is owned, directly or
indirectly, by the Company. Prior to the Offering, the base management fee was
calculated at an annual rate of 0.75% of the value of the GCMF investments under
the terms of GCMF’s Sale and Servicing Agreement with Golub Capital Incorporated
(the “Investment Manager”).
18
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
The
Company has structured the calculation of the incentive fee to include a fee
limitation such that an incentive fee for any quarter can only be paid to the
Investment Adviser if, after such payment, the cumulative incentive fees paid to
the Investment Adviser since the effective date of the Company’s election to
become a BDC would be less than or equal to 20.0% of the Company’s Cumulative
Pre-Incentive Fee Net Income (as defined below).
The
Company accomplishes this limitation by subjecting each quarterly incentive fee
payable on the “Income and Capital Gains Incentive Fee Calculation” (as defined
below) to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter
is the difference between (a) 20.0% of Cumulative Pre-Incentive Fee Net Income
and (b) cumulative incentive fees of any kind paid to the Investment Adviser by
GBDC since the effective date of its election to become a BDC. To the extent the
Incentive Fee Cap is zero or a negative value in any quarter, no incentive fee
would be payable in that quarter. Cumulative Pre-Incentive Fee Net Income is
equal to the sum of (a) Pre-Incentive Fee Net Investment Income for each period
since the effective date of the Company’s election to become a BDC and (b)
cumulative aggregate realized capital gains, cumulative aggregate realized
capital losses, cumulative aggregate unrealized capital depreciation and
cumulative aggregate unrealized capital appreciation since the effective date of
the Company’s election to become a BDC.
Pre-Incentive
Fee Net Investment Income means interest income, dividend income and any other
income (including any other fees such as commitment, origination, structuring,
diligence and consulting fees or other fees that the Company receives from
portfolio companies but excluding fees for providing managerial assistance)
accrued during the calendar quarter, minus operating expenses for the calendar
quarter (including the base management fee, taxes, any expenses payable under
the Investment Advisory Agreement and the Administration Agreement, as defined
below, any expenses of securitizations and any interest expense and dividends
paid on any outstanding preferred stock, but excluding the incentive fee).
Pre-Incentive Fee Net Investment Income includes, in the case of investments
with a deferred interest feature such as market discount, debt instruments with
PIK interest, preferred stock with PIK dividends and zero coupon securities,
accrued income that the Company has not yet received in cash.
Incentive
fees are calculated and payable quarterly in arrears (or, upon termination of
the Investment Advisory Agreement, as of the termination date) (a “Performance
Period”). The Investment Adviser is not under any obligation to reimburse the
Company for any part of the incentive fee it received that was based on accrued
income that is never actually received.
The
income and capital gains incentive fee calculation (the “Income and Capital Gain
Incentive Fee Calculation”) has two parts, the income component and the capital
gains component. The income component is calculated quarterly in arrears based
on the Company’s Pre-Incentive Fee Net Investment Income for the immediately
preceding calendar quarter.
Pre-Incentive
Fee Net Investment Income does not include any realized capital gains, realized
capital losses or unrealized capital appreciation or depreciation. Because of
the structure of the income component, it is possible that an incentive fee may
be calculated under this formula with respect to a period in which the Company
has incurred a loss. For example, if the Company receives Pre-Incentive Fee Net
Investment Income in excess of the hurdle rate (as defined below) for a calendar
quarter, the income component will result in a positive value and an incentive
fee will be paid unless the payment of such incentive fee would cause the
Company to pay incentive fees on a cumulative basis that exceed 20.0% of
Cumulative Pre-Incentive Fee Net Investment Income. Pre-Incentive Fee Net
Investment Income, expressed as a rate of return on the value of the Company’s
net assets (defined as total assets less indebtedness and before taking into
account any incentive fees payable during the period) at the end of the
immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of
2.0% quarterly. If market interest rates rise, GBDC may be able to invest funds
in debt instruments that provide for a higher return, which would increase
Pre-Incentive Fee Net Investment Income and make it easier for the Investment
Adviser to surpass the fixed hurdle rate and receive an incentive fee based on
such net investment income. Our Pre-Incentive Fee Net Investment Income used to
calculate this part of the incentive fee is also included in the amount of our
total assets (other than cash and cash equivalents but including assets
purchased with borrowed funds and securitization-related assets) used to
calculate the 1.375% base management fee annual rate. The Company calculates the
income component of the Income and Capital Gain Incentive Fee Calculation with
respect to our Pre-Incentive Fee Net Investment Income quarterly, in arrears, as
follows:
19
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
|
·
|
Zero
in any calendar quarter in which the Pre-Incentive Fee Net Investment
Income does not exceed the hurdle
rate;
|
|
·
|
100%
of the Company’s Pre-Incentive Fee Net Investment Income with respect to
that portion of such Pre-Incentive Fee Net Investment Income, if any, that
exceeds the hurdle rate but is less than 2.5% in any calendar quarter.
This portion of the Company’s Pre-Incentive Fee Net Investment Income
(which exceeds the hurdle rate but is less than 2.5%) is referred to as
the “catch-up” provision. The catch-up is meant to provide the Investment
Adviser with 20.0% of the Pre-Incentive Fee Net Investment Income as if a
hurdle rate did not apply if this net investment income exceeds 2.5% in
any calendar quarter; and
|
|
·
|
20.0%
of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if
any, that exceeds 2.5% in any calendar
quarter.
|
The sum
of these calculations yields the Income Incentive Fee. This amount is
appropriately adjusted for any share issuances or repurchases during the
quarter.
The
second part of the Incentive Fee Calculation (the “Capital Gain Incentive Fee”)
equals (a) 20.0% of the Company’s “Capital Gain Incentive Fee Base,” if any,
calculated in arrears as of the end of each calendar year (or upon termination
of the Investment Advisory Agreement, as of the termination date), commencing
with the calendar year ending December 31, 2010, less (b) the aggregate amount
of any previously paid Capital Gain Incentive Fees. The Company’s Capital Gain
Incentive Fee Base equals the sum of (1) realized capital gains, if any, on a
cumulative positive basis from the date the Company elected to become a BDC
through the end of each calendar year, (2) all realized capital losses on a
cumulative basis and (3) all unrealized capital depreciation on a cumulative
basis.
|
·
|
The
cumulative aggregate realized capital losses are calculated as the sum of
the amounts by which (a) the net sales price of each investment in the
Company’s portfolio when sold is less than (b) the accreted or amortized
cost base of such investment.
|
|
·
|
The
cumulative aggregate realized capital gains are calculated as the sum of
the differences, if positive, between (a) the net sales price of each
investment in the Company’s portfolio when sold and (b) the accreted or
amortized cost basis of such
investment.
|
|
·
|
The
cumulative aggregate realized capital losses are calculated as the sum of
the amounts by which (a) the net sales price of each investment in the
Company’s portfolio when sold is less than (b) the accreted or amortized
cost basis of such investment.
|
|
·
|
The
aggregate unrealized capital depreciation is calculated as the sum of the
differences, if negative, between (a) the valuation of each investment in
the Company’s portfolio as of the applicable Capital Gain Incentive Fee
calculation date and (b) the accreted or amortized cost basis of such
investment.
|
20
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
|
·
|
The
sum of the Income Incentive Fee and the Capital Gain Incentive Fee will be
the Incentive Fee.
|
The
Incentive Fee will not be paid at any time if, after such payment, the
cumulative Incentive Fees paid to date would be greater than 20.0% of the
Company’s cumulative Pre-Incentive Fee Net Income since the election to be
treated as a BDC. Such amount, less any Incentive Fees previously paid, is
referred to as the Incentive Fee Cap. If, for any relevant period, the Incentive
Fee Cap calculation results in the Company paying less than the amount of the
Incentive Fee calculated above, then the difference between the Incentive Fee
and the Incentive Fee Cap will not be paid by GBDC, and will not be received by
the Investment Adviser as an Incentive Fee either at the end of such relevant
period or at the end of any future period.
Administration
Agreement
GBDC has
also entered into an administration agreement (the “Administration Agreement”)
with GC Service Company, LLC (the “Administrator”). Under the Administration
Agreement, the Administrator furnishes GBDC with office facilities and
equipment, provides it clerical, bookkeeping and record keeping services at such
facilities and provides GBDC with other administrative services as the
Administrator, subject to review by the Board, determines necessary to conduct
GBDC’s day-to-day operations. GBDC reimburses the Administrator the allocable
portion (subject to the review and approval of the Board) of overhead and other
expenses incurred by it in performing its obligations under the Administration
Agreement, including rent, the fees and expenses associated with performing
compliance functions, and GBDC’s allocable portion of the cost of its chief
financial officer and chief compliance officer and their respective staffs. The
Board reviews such expenses to determine that these expenses are reasonable and
comparable to administrative services charged by unaffiliated third party asset
managers. Under the Administration Agreement, the Administrator will
also provide managerial assistance to those portfolio companies to which GBDC is
required to provide such assistance and will be paid an additional amount based
on the services provided, not to exceed the amount GBDC receives from such
portfolio companies.
Included
in accounts payable and accrued expenses is $174 and $142 as of December 31,
2010 and September 30, 2010 for allocated shared services under the
Administration Agreement.
Other
Related Party Transactions
Prior to
the Offering, the Investment Manager paid for certain unaffiliated third-party
expenses on behalf of GCMF, all of which were subsequently reimbursed directly
with cash or through a member’s equity contribution. Subsequent to the Offering,
the Investment Adviser, an affiliate of the Investment Manager, pays for certain
unaffiliated third-party expenses incurred by the Company. Such expenses
include, but are not limited to, postage,printing, and office
supplies. These expenses are subsequently reimbursed in
cash.
Total
expenses reimbursed to the Investment Adviser and the Investment Manager, as
applicable, for the three months ended December 31, 2010 and 2009 were $131 and
$225, respectively. Of these amounts, for the three months ended December 31,
2010 and 2009, zero and $225 were reimbursed via a members’ equity contribution,
respectively.
As of
December 31, 2010 and September 30, 2010, included in accounts payable and
accrued expenses is $99 and $116, respectively, for accrued expenses paid on
behalf of the Company by the Investment Adviser.
21
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
On
December 23, 2009, GC LLC’s wholly owned subsidiary and predecessor, GCMF,
agreed to distribute six portfolio assets to GC LLC. GC LLC then distributed
these portfolio assets to Golub Capital Company IV, LLC, Golub Capital Company
V, LLC, and Golub Capital VI, LLC (the “Capital Companies”) pro rata in
accordance with the ownership interest in GC LLC held by each of the Capital
Companies. The Capital Companies made an aggregate cash contribution of $21,300
to GC LLC, which GC LLC subsequently contributed to GCMF. Under the terms of GC
LLC’s terminated credit facility, GC LLC was required to complete the
distribution of these assets based on their par value, and the $21,300 aggregate
cash contribution by the Capital Companies represented the par value of the
distributed assets. At the time of the transfer, the aggregate fair value of
such distributed assets was $13,500.
Note
4. Investments
Investments
and cash and cash equivalents consisted of the following:
December 31, 2010
|
September 30, 2010
|
|||||||||||||||||||||||
Par
|
Cost
|
Fair Value
|
Par
|
Cost
|
Fair Value
|
|||||||||||||||||||
Senior
secured
|
$ | 235,050 | $ | 229,496 | $ | 226,809 | $ | 235,826 | $ | 228,308 | $ | 227,048 | ||||||||||||
Unitranche
|
99,645 | 97,746 | 98,116 | 91,931 | 90,309 | 90,369 | ||||||||||||||||||
Second
lien(1)
|
26,355 | 25,764 | 26,267 | 11,396 | 11,192 | 11,380 | ||||||||||||||||||
Subordinated
debt
|
24,810 | 24,208 | 24,812 | 13,436 | 13,091 | 13,436 | ||||||||||||||||||
Equity
|
N/A | 6,293 | 6,410 | N/A | 2,636 | 2,636 | ||||||||||||||||||
Cash
and cash equivalents
|
N/A | 41,389 | 41,389 | N/A | 61,219 | 61,219 | ||||||||||||||||||
Restricted
cash and cash
|
||||||||||||||||||||||||
equivalents
|
N/A | 27,618 | 27,618 | N/A | 31,771 | 31,771 | ||||||||||||||||||
Total
|
$ | 385,860 | $ | 452,514 | $ | 451,421 | $ | 352,589 | $ | 438,526 | $ | 437,859 |
(1) Second
lien loans include loans structured as first lien last our term
loans.
The
Company invests in portfolio companies located in the United States and in
Canada. The following tables show the portfolio composition by geographic region
at cost and fair value as a percentage of total investments. The geographic
composition is determined by the location of the corporate headquarters of the
portfolio company, which may not be indicative of the primary source of the
portfolio company’s business.
22
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
December
31, 2010
|
September
30, 2010
|
|||||||||||||||
Cost:
|
||||||||||||||||
United
States
|
||||||||||||||||
Mid-Atlantic
|
$ | 94,905 | 24.7 | % | $ | 84,182 | 24.3 | % | ||||||||
Midwest
|
101,779 | 26.5 | 91,473 | 26.5 | ||||||||||||
West
|
70,025 | 18.3 | 66,670 | 19.3 | ||||||||||||
Southeast
|
60,539 | 15.8 | 63,180 | 18.3 | ||||||||||||
Southwest
|
24,177 | 6.3 | 24,551 | 7.1 | ||||||||||||
Northeast
|
27,433 | 7.2 | 9,685 | 2.8 | ||||||||||||
Canada
|
4,649 | 1.2 | 5,795 | 1.7 | ||||||||||||
Total
|
$ | 383,507 | 100.0 | % | $ | 345,536 | 100.0 | % | ||||||||
Fair
Value:
|
||||||||||||||||
United
States
|
||||||||||||||||
Mid-Atlantic
|
$ | 95,555 | 25.0 | % | $ | 85,412 | 24.7 | % | ||||||||
Midwest
|
100,193 | 26.2 | 89,516 | 26.0 | ||||||||||||
West
|
69,829 | 18.3 | 66,870 | 19.4 | ||||||||||||
Southeast
|
61,467 | 16.1 | 63,982 | 18.6 | ||||||||||||
Southwest
|
23,126 | 6.0 | 23,810 | 6.9 | ||||||||||||
Northeast
|
27,595 | 7.2 | 9,333 | 2.7 | ||||||||||||
Canada
|
4,649 | 1.2 | 5,946 | 1.7 | ||||||||||||
Total
|
$ | 382,414 | 100.0 | % | $ | 344,869 | 100.0 | % | ||||||||
23
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
The
industry compositions of the portfolio at fair value were as
follows:
December 31, 2010
|
September 30, 2010
|
|||||||||||||||
Cost:
|
||||||||||||||||
Aerospace
and Defense
|
$ | 2,510 | 0.6 | % | $ | 1,902 | 0.6 | % | ||||||||
Automobile
|
11,429 | 3.0 | 11,569 | 3.3 | ||||||||||||
Banking
|
2,957 | 0.8 | 3,346 | 1.0 | ||||||||||||
Beverage,
Food and Tobacco
|
16,901 | 4.4 | 8,641 | 2.5 | ||||||||||||
Buildings
and Real Estate
|
32,298 | 8.4 | 34,854 | 10.1 | ||||||||||||
Cargo
Transport
|
3,724 | 1.0 | 7,330 | 2.1 | ||||||||||||
Chemicals,
Plastics and Rubber
|
3,640 | 0.9 | 3,682 | 1.0 | ||||||||||||
Containers,
Packaging and Glass
|
5,544 | 1.4 | 8,533 | 2.5 | ||||||||||||
Diversified
Conglomerate Manufacturing
|
25,220 | 6.6 | 17,058 | 4.9 | ||||||||||||
Diversified
Conglomerate Service
|
34,387 | 9.0 | 33,739 | 9.8 | ||||||||||||
Diversified
Natural Resources, Precious Metals and Minerals
|
9,781 | 2.6 | 8,082 | 2.3 | ||||||||||||
Electronics
|
14,305 | 3.7 | 14,380 | 4.2 | ||||||||||||
Finance
|
25,052 | 6.5 | 26,894 | 7.8 | ||||||||||||
Grocery
|
1,107 | 0.3 | 1,097 | 0.3 | ||||||||||||
Healthcare,
Education and Childcare
|
75,525 | 19.7 | 62,897 | 18.2 | ||||||||||||
Home
and Office Furnishings, Housewares, and Durable Consumer
|
5,632 | 1.5 | 7,456 | 2.2 | ||||||||||||
Leisure,
Amusement, Motion Pictures and Entertainment
|
23,915 | 6.2 | 22,698 | 6.6 | ||||||||||||
Oil
and Gas
|
3,565 | 0.9 | 3,576 | 1.0 | ||||||||||||
Personal
and Non-Durable Consumer Products
|
14,692 | 3.8 | 14,781 | 4.2 | ||||||||||||
Personal
Food and Miscellaneous Services
|
6,736 | 1.8 | 7,230 | 2.1 | ||||||||||||
Printing
and Publishing
|
19,162 | 5.0 | 3,349 | 1.0 | ||||||||||||
Retail
Stores
|
33,967 | 8.9 | 28,174 | 8.2 | ||||||||||||
Telecommunications
|
4,262 | 1.1 | 4,244 | 1.2 | ||||||||||||
Textiles
and Leather
|
4,435 | 1.2 | 4,602 | 1.3 | ||||||||||||
Utilities
|
2,761 | 0.7 | 5,422 | 1.6 | ||||||||||||
Total
|
$ | 383,507 | 100.0 | % | $ | 345,536 | 100.0 | % | ||||||||
Fair
Value:
|
||||||||||||||||
Aerospace
and Defense
|
$ | 2,664 | 0.7 | % | $ | 1,856 | 0.5 | % | ||||||||
Automobile
|
11,363 | 3.0 | 11,490 | 3.3 | ||||||||||||
Banking
|
2,905 | 0.7 | 3,321 | 1.0 | ||||||||||||
Beverage,
Food and Tobacco
|
17,150 | 4.5 | 8,737 | 2.5 | ||||||||||||
Buildings
and Real Estate
|
29,255 | 7.6 | 32,233 | 9.3 | ||||||||||||
Cargo
Transport
|
3,850 | 1.0 | 7,538 | 2.2 | ||||||||||||
Chemicals,
Plastics and Rubber
|
3,805 | 1.0 | 3,851 | 1.1 | ||||||||||||
Containers,
Packaging and Glass
|
5,646 | 1.5 | 8,865 | 2.6 | ||||||||||||
Diversified
Conglomerate Manufacturing
|
24,663 | 6.4 | 16,594 | 4.8 | ||||||||||||
Diversified
Conglomerate Service
|
34,918 | 9.1 | 34,263 | 9.9 | ||||||||||||
Diversified
Natural Resources, Precious Metals and Minerals
|
9,957 | 2.6 | 8,063 | 2.3 | ||||||||||||
Electronics
|
14,471 | 3.8 | 14,703 | 4.3 | ||||||||||||
Finance
|
24,842 | 6.5 | 27,049 | 7.8 | ||||||||||||
Grocery
|
1,233 | 0.3 | 1,195 | 0.3 | ||||||||||||
Healthcare,
Education and Childcare
|
73,862 | 19.3 | 61,244 | 17.8 | ||||||||||||
Home
and Office Furnishings, Housewares, and Durable Consumer
|
5,687 | 1.5 | 7,456 | 2.2 | ||||||||||||
Leisure,
Amusement, Motion Pictures and Entertainment
|
24,419 | 6.4 | 23,313 | 6.8 | ||||||||||||
Oil
and Gas
|
3,647 | 1.0 | 3,629 | 1.1 | ||||||||||||
Personal
and Non-Durable Consumer Products
|
14,914 | 3.9 | 15,092 | 4.4 | ||||||||||||
Personal
Food and Miscellaneous Services
|
7,091 | 1.9 | 7,605 | 2.2 | ||||||||||||
Printing
and Publishing
|
19,591 | 5.1 | 3,463 | 1.0 | ||||||||||||
Retail
Stores
|
34,538 | 9.0 | 28,455 | 8.3 | ||||||||||||
Telecommunications
|
4,429 | 1.2 | 4,224 | 1.2 | ||||||||||||
Textiles
and Leather
|
4,516 | 1.2 | 4,699 | 1.4 | ||||||||||||
Utilities
|
2,998 | 0.8 | 5,931 | 1.7 | ||||||||||||
Total
|
$ | 382,414 | 100.0 | % | $ | 344,869 | 100.0 | % |
24
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
Note
5. Fair Value Measurements
The
Company follows ASC Topic 820 for measuring the fair value of portfolio
investments. Fair value is the price that would be received in the sale of an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Where available, fair value is based on
observable market prices or parameters, or derived from such prices or
parameters. Where observable prices or inputs are not available, valuation
models are applied. These valuation models involve some level of management
estimation and judgment, the degree of which is dependent on the price
transparency for the instruments or market and the instruments’ complexity. The
Company’s fair value analysis includes an analysis of the value of any unfunded
loan commitments. Financial investments recorded at fair value in the
consolidated financial statements are categorized for disclosure purposes based
upon the level of judgment associated with the inputs used to measure their
value. The valuation hierarchical levels are based upon the transparency of the
inputs to the valuation of the investment as of the measurement date. The three
levels are defined as follows:
Level 1:Inputs are
unadjusted, quoted prices in active markets for identical financial instruments
at the measurement date.
Level 2:Inputs
include quoted prices for similar financial instruments in active markets and
inputs that are observable for the financial instruments, either directly or
indirectly, for substantially the full term of the financial
instrument.
Level 3:Inputs
include significant unobservable inputs for the financial instruments and
include situations where there is little, if any, market activity for the
investment. The inputs into the determination of fair value are based upon the
best information available and may require significant management judgment or
estimation.
In
certain cases, the inputs used to measure fair value may fall into different
levels of the fair value hierarchy. In such cases, an investment’s level within
the fair value hierarchy is based on the lowest level of input that is
significant to the fair value measurement. The Company’s assessment of the
significance of a particular input to the fair value measurement in its entirety
requires judgment, and considers factors specific to the financial instrument.
The following section describes the valuation techniques used by the Company to
measure different financial instruments at fair value and includes the level
within the fair value hierarchy in which the financial instrument is
categorized.
With the
exception of money market funds held at large financial institutions (Level 1
investment), all of the financial instruments that were recorded at fair value
as of December 31, 2010 were valued using Level 3 inputs of the fair value
hierarchy. As of September 30, 2010, the Company also invested in commercial
paper, which is a Level 2 investment. Level 1 assets are valued using
quoted market prices. Level 2 assets are valued using market consensus prices
that are corroborated by observable market data and quoted market prices for
similar instruments. Financial instruments that are recorded at Level 3 of the
valuation hierarchy are the Company’s debt and equity investments. Level 3
assets are valued at fair value as determined in good faith by the Board, based
on input of management, the audit committee and independent valuation firms that
have been engaged at the direction of the Board to assist in the valuation of
each portfolio investment without a readily available market quotation at least
once during a trailing twelve-month period under a valuation policy and a
consistently applied valuation process. This valuation process is conducted at
the end of each fiscal quarter, with approximately 25% (based on fair value) of
the Company’s valuation of portfolio companies without readily available market
quotations subject to review by an independent valuation firm.
25
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
When
valuing Level 3 debt and equity investments, the Company may take into account
the following factors, where relevant, in determining the fair value of the
investments: the enterprise value of a portfolio company, the nature and
realizable valuable of any collateral, the portfolio company’s ability to make
payments and its earnings and discounted cash flows, the markets in which the
portfolio company does business, comparisons to publicly traded securities,
changes in the interest rate environment and the credit markets generally that
may affect the price at which similar investments may be made and other relevant
factors. In addition, for certain debt and equity investments, the Company may
base its valuation on indicative bid and ask prices provided by an independent
third party pricing service. Bid prices reflect the highest price that the
Company and others may be willing to pay. Ask prices represent the lowest price
that the Company and others may be willing to accept for an investment. The
Company generally uses the midpoint of the bid/ask range as the best estimate of
fair value of such investment.
ASC Topic
820 requires disclosure of the fair value of financial instruments for which it
is practical to estimate the value. As a result, with the exception of the line
item titled “debt” which is reported at cost, all assets and liabilities
approximate fair value on the balance sheet due to their short
maturity.
Due to
the inherent uncertainty of determining the fair value of Level 3 investments
that do not have a readily available market value, the fair value of the
investments may differ significantly from the values that would have been used
had a ready market existed for such investments and may differ materially from
the values that may ultimately be received or settled. Further, such investments
are generally subject to legal and other restrictions or otherwise are less
liquid than publicly traded instruments. If the Company were required to
liquidate a portfolio investment in a forced or liquidation sale, the Company
may realize significantly less than the value at which such investment had
previously been recorded.
The
Company’s investments are subject to market risk. Market risk is the potential
for changes in the value of investments due to market changes. Market risk is
directly impacted by the volatility and liquidity in the markets in which the
investments are traded.
26
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
In
accordance with ASC Topic 820, the following table presents information about
the Company’s investments measured at fair value on a recurring basis, and
indicates the fair value hierarchy of the valuation techniques utilized by the
Company to determine such fair value:
As
of December 31, 2010:
|
Fair Value Measurements
Using
|
|||||||||||||||
Description
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Assets:
|
||||||||||||||||
Debt
investments
|
$ | - | $ | - | $ | 376,004 | $ | 376,004 | ||||||||
Equity
investments
|
- | - | 6,410 | 6,410 | ||||||||||||
Money
market account(1)
|
53,861 | - | - | 53,861 | ||||||||||||
$ | 53,861 | $ | - | $ | 382,414 | $ | 436,275 |
As
of September 30, 2010:
|
Fair Value Measurements
Using
|
|||||||||||||||
Description
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Assets:
|
||||||||||||||||
Debt
investments
|
$ | - | $ | - | $ | 342,233 | $ | 342,233 | ||||||||
Equity
investments
|
- | - | 2,636 | 2,636 | ||||||||||||
Commercial
paper debt securities(1)
|
- | 86,235 | - | 86,235 | ||||||||||||
Money
market account(1)
|
512 | - | - | 512 | ||||||||||||
$ | 512 | $ | 86,235 | $ | 344,869 | $ | 431,616 |
(1)
|
Included
in cash and cash equivalents and restricted cash and cash equivalents on
the consolidated statements of financial
condition.
|
The net
change in unrealized depreciation for the quarter reported within the net change
in unrealized depreciation on investments in the Company’s consolidated
statements of operation attributable to the Company’s Level 3 assets held as of
December 31, 2010 was $147.
27
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
The
following table presents the changes in investments measured at fair value using
Level 3 inputs:
Three months ended December 31,
2010
|
||||||||||||
Debt Investments
|
Equity Investments
|
Total
|
||||||||||
Fair
value, beginning of period
|
$ | 342,233 | $ | 2,636 | $ | 344,869 | ||||||
Net
change in unrealized appreciation (depreciation)
|
||||||||||||
on
investments
|
(264 | ) | 117 | (147 | ) | |||||||
Realized
gain on investments
|
876 | - | 876 | |||||||||
Fundings
of revolving loans, net
|
569 | - | 569 | |||||||||
Fundings
of portfolio investments
|
93,921 | 3,657 | 97,578 | |||||||||
Proceeds
from principal payments and sales of portfolio
|
||||||||||||
investments
|
(64,147 | ) | - | (64,147 | ) | |||||||
Amortization
of discount and premium
|
2,816 | - | 2,816 | |||||||||
Fair
value, end of period
|
$ | 376,004 | $ | 6,410 | $ | 382,414 |
The
following are the carrying value and fair values of the Company’s debt
liabilities as of December 31, 2010 and September 30, 2010. Fair value is
calculated using discounted cash flows based on the Company’s incremental
borrowing rates for the debt and market prices for similar instruments at the
measurement date.
As of December 31, 2010
|
As of September 30, 2010
|
|||||||||||||||
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
|||||||||||||
Debt
|
$ | 194,000 | $ | 194,000 | $ | 174,000 | $ | 174,000 |
28
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
Note
6. Borrowings
In
accordance with the 1940 Act, with certain limited exceptions, the Company is
only allowed to borrow amounts such that our asset coverage, as defined in the
1940 Act, is at least 200% after such borrowing. As of December 31, 2010 the
Company’s asset coverage for borrowed amounts was 233.0%.
Debt
Securitization
On July
16, 2010, the Company completed a $300,000 term debt securitization (“Debt
Securitization”). The notes offered in the Debt Securitization (the “Notes”)
were issued by the Issuer, and are secured by the assets heldby the Issuer. The
Debt Securitization was executed through a private placement of approximately
$174,000 of Aaa/AAA Class A Notes which bear interest at three-month London
Inter Bank Offered Rate (“LIBOR”) plus 2.40%. The Class A Notes are included in
the December 31, 2010 and September 30, 2010 consolidated balance sheet. Golub
Capital BDC 2010-1 Holdings LLC (“Holdings”) a direct consolidated subsidiary of
the Company, retained all of the Class B totaling $10,000 and Subordinated Notes
totaling $116,000, and all of the membership interests in the
Issuer.
During
the first three years from the closing date, all principal collections received
on the underlying collateral may be used to purchase new collateral, allowing
the Company to maintain the initial leverage in the securitization for such
three-year period. The Notes are scheduled to mature on July 20,
2021.
The
proceeds of the private placement of the Notes, net of expenses, were used to
repay and terminate the Company’s prior credit facility, which was a $300,000
credit facility entered into on July 27, 2007. As part of the Debt
Securitization, the Company entered into a master loan sale agreement with
Holdings and the Issuer under which the Company agreed to sell or contribute
certain senior secured and second lien loans (or participation interests
therein) to Holdings, and Holdings agreed to sell or contribute such loans (or
participation interests therein) to the Issuer and to purchase or otherwise
acquire Subordinated Notes issued by the Issuer. The Notes are the secured
obligations of the Issuer, and an indenture governing the Notes includes
customary covenants and events of default.
The
Investment Adviser serves as collateral manager to the Issuer under a collateral
management agreement and receives a fee for providing these services. As a
result, the Company has amended and restated its Investment Advisory Agreement
to provide that the base management fee payable under such agreement is reduced
by an amount equal to the total fees that are paid to the Investment Adviser by
the Issuer for rendering such collateral management services.
As of
December 31, 2010 and September 30, 2010, there were 80 and 77 portfolio
companies with a total fair value of $274,961 and $272,836 securing the Notes,
respectively. The pool of loans in the Debt Securitization must meet certain
requirements, including, but not limited to, asset mix and concentration,
collateral coverage, term, agency rating, minimum coupon, minimum spread and
sector diversity requirements.
The
interest charged under the Debt Securitization is based on three-month LIBOR,
which as of December 31, 2010 was 0.3%. For the three months ended December 31,
2010, the effective annualized average interest rate (which includes
amortization of debt issuance costs) was 3.5%, interest expense was $1,394 and
the cash paid for interest was zero. For the three months ended December 31,
2009, the effective annualized average interest rate on the Company’s prior
credit facility was 0.9%, interest expense was $690, and the cash paid for
interest was $702.
29
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
The
classes, amounts, ratings and interest rates (expressed as a spread to LIBOR) of
the Class A Notes are as follows:
Description
|
Class
A Notes
|
|
Type
|
Senior
Secured Floating Rate
|
|
Amount
Outstanding
|
$174,000
|
|
Moody's
Rating
|
"Aaa"
|
|
S&P
Rating
|
"AAA"
|
|
Interest
Rate
|
LIBOR
+ 2.40%
|
|
Stated
Maturity
|
July
20, 2021
|
SBA
Debentures
As
described in Note 1, on August 24, 2010, GC SBIC IV, L.P., a wholly owned
subsidiary of the Company, received approval for a license from the SBA to
operate an SBIC.
This
license allows GC SBIC IV, L.P. to obtain leverage by issuing SBA-guaranteed
debentures, subject to issuance of a capital commitment by SBA and customary
procedures. These debentures are non-recourse to the Company, have interest
payable semi-annually and a ten-year maturity. The interest rate is fixed at the
time of issuance at a market-driven spread over U.S. Treasury Notes with
ten-year maturities.
Under
present SBIC regulations, the maximum amount of SBA-guaranteed debentures that
may be issued by multiple licensees under common management is $225,000. It is
possible that GC SBIC IV, L.P. will be constrained in its ability to issue
SBA-guaranteed debentures in the future if other Golub Capital SBICs have
already issued such debentures. As of December 31, 2010, Golub Capital operated
two SBIC licensees with an aggregate of $154,660 of SBA-guaranteed debentures
outstanding, leaving borrowing capacity of a maximum of $70,340 of
SBA-guaranteed debentures for GC SBIC IV, L.P. The borrowing capacity of GC SBIC
IV, L.P. could be expanded if any other Golub Capital SBICs retire their
SBA-guaranteed debentures.
GC SBIC
IV, L.P. is able to borrow funds from the SBA against regulatory capital that is
paid-in, subject to customary regulatory requirements including, but not
limited, to an examination by the SBA. As of December 31, 2010, the
Company had committed $40,000 to GC SBIC IV, L.P., funded it with equity capital
of $25,100 and had SBA debentures of $20,000 outstanding, which mature in March
of 2021. This $20,000 was interim financing, bearing a weighted average interest
rate of 1.03% at December 31, 2010, exclusive of 3.43% in upfront fees, which
will reset to a market-driven rate in March 2011.
As of
December 31, 2010, the Company had available commitments of $28,300 from the
SBA, which expire on September 30, 2013. These unfunded commitments
are subject to funding approval through the SBA’s draw request
process.
The
Company applied for exemptive relief from the SEC on July 9, 2010 and filed an
amended application on November 12, 2010 to permit it to exclude the debt of our
SBIC subsidiary from the Company’s 200% asset coverage test under the 1940 Act.
If the Company receives an exemption for this SBA debt, the Company would have
increased flexibility under the 200% asset coverage test.
30
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
The
average debt outstanding (including both the debt under the Debt Securitization
and the SBA debentures) for the three months ended December 31, 2010 was
$178,696, and the average debt outstanding under the Company’s prior credit
facility was $300,598 for the three months ended December 31, 2009.
Note
7. Commitments and Contingencies
Commitments: The
Company had outstanding commitments to fund investments totaling$35,278 and
$26,622 under various undrawn revolvers and other credit facilities as of
December 31, 2010 and September 30, 2010, respectively.
Indemnifications: In
the normal course of business, the Company enters into contracts and agreements
that contain a variety of representations and warranties that provide general
indemnifications. The Company’s maximum exposure under these arrangements is
unknown, as these involve future claims that may be made against the Company but
that have not occurred. The Company expects the risk of any future obligations
under these indemnifications to be remote.
Legal
proceedings: In the normal course of business, the Company may
be subject to legal and regulatory proceedings that are generally incidental to
its ongoing operations. While there can be no assurance of the ultimate
disposition of any such proceedings, the Company does not believe their
disposition will have a material adverse effect on the Company’s consolidated
financial statements.
31
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
Note
8. Financial
Highlights
The
financial highlights for the Company are as follows:
Three months ended December
31,
|
||||||||
Per share data(1):
|
2010
|
2009
|
||||||
Net asset value at beginning of
period
|
$ | 14.71 |
N/A(3)
|
|||||
Dividends and distributions
declared
|
(0.31 | ) |
N/A(3)
|
|||||
Net investment
income
|
0.30 |
N/A(3)
|
||||||
Unrealized depreciation on
investments
|
(0.01 | ) |
N/A(3)
|
|||||
Realized gain on
investments
|
0.05 |
N/A(3)
|
||||||
Net asset value at ending of
period
|
$ | 14.74 |
N/A(3)
|
|||||
Per share market value at end of
period
|
$ | 17.12 |
N/A(3)
|
|||||
Total return based on market
value
|
13.92% |
N/A(3)
|
||||||
Total return based on average net
asset value/member's equity(2)
|
2.26% | 8.69% | ||||||
Shares outstanding at end of
period
|
17,738,197 |
N/A(3)
|
||||||
|
||||||||
Ratios/Supplemental
Data:
|
||||||||
Ratio of expenses (without
incentive fees) to average net assets(4)
|
5.59% | 6.86% | ||||||
Ratio of incentive fees to average
net assets(4)
|
0.29% | N/A | ||||||
Ratio of total expenses to net
assets(4)
|
5.88% | 6.86% | ||||||
Ratio of net investment income to
average net assets(4)
|
7.87% | 34.49% | ||||||
Net assets at end of
period
|
$ | 261,475 | $ | 109,773 | ||||
Average debt
outstanding
|
$ | 178,696 | $ | 300,598 | ||||
Average debt per
share
|
$ | 10.07 |
N/A(3)
|
|||||
Portfolio turnover(4)
|
14.24% | -% |
__________________________________________
(1)
|
Based on actual
number of shares outstanding at the end of the
corresponding period or the weighted average shares outstanding for
the period, unless otherwise noted, as
appropriate.
|
(2)
|
Total return based on average net
asset value is not
annualized.
|
(3)
|
Per share data
are not provided as the Company did not have shares of
common stock outstanding or an equivalent prior to the Offering
on April 14, 2010.
|
(4)
|
Annualized.
|
32
Golub
Capital BDC, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements
(In
thousands, except shares and per share data)
|
Note
9. Earnings Per Share
The
following information sets forth the computation of the net increase in net
assets per share resulting from operations for the three-month period ended
December 31, 2010:
Three
months ended
|
||||
December 31, 2010
|
||||
Earnings
available to stockholders
|
$ | 5,962 | ||
Weighted
average shares outstanding
|
17,712,724 | |||
Earnings
per share
|
$ | 0.34 |
For
historical periods that include financial results prior to April 1, 2010, the
Company did not have common shares outstanding or an equivalent and therefore
earnings per share and weighted average shares outstanding information for the
three months ended December 31, 2009 are not provided.
Note
10. Dividends and Distributions
The
Company’s dividends and distributions are recorded on the record
date. The following table summarizes the Company’s dividend and
distribution declaration during the three-month period ending December 31,
2010.
Amount
|
Cash
|
DRIP
Shares
|
DRIP
Shares
|
|||||||||||||||||
Date Declared
|
Record Date
|
Payment Date
|
Per Share
|
Distribution
|
Issued
|
Value
|
||||||||||||||
December
8, 2010
|
December
20, 2010
|
December
30, 2010
|
$ | 0.31 | $ | 5,028 | 25,753 | $ | 462 |
Note
11. Subsequent Events
On
February 8, 2011, the Company’s Board declared a quarterly dividend and
distribution of $0.32 per share payable on March 30, 2011 to holders of record
as of March 18, 2011.
33
Item
2: Management’s Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking
Statements
Some of
the statements in this quarterly report on Form 10-Q constitute forward-looking
statements, which relate to future events or our performance or financial
condition. The forward-looking statements contained in this quarterly report on
Form 10-Q involve risks and uncertainties, including statements as
to:
|
·
|
our
future operating results;
|
|
·
|
our
business prospects and the prospects of our portfolio
companies;
|
|
·
|
the
effect of investments that we expect to
make;
|
|
·
|
our
contractual arrangements and relationships with third
parties;
|
|
·
|
actual
and potential conflicts of interest with our investment adviser, GC
Advisors LLC, or GC Advisors, and other affiliates of Golub
Capital Incorporated and Golub Capital Management LLC, collectively, Golub
Capital;
|
|
·
|
the
dependence of our future success on the general economy and its effect on
the industries in which we invest;
|
|
·
|
the
ability of our portfolio companies to achieve their
objectives;
|
|
·
|
the
use of borrowed money to finance a portion of our
investments;
|
|
·
|
the
adequacy of our financing sources and working
capital;
|
|
·
|
the
timing of cash flows, if any, from the operations of our portfolio
companies;
|
|
·
|
the
ability of GC Advisors to locate suitable investments for us and to
monitor and administer our
investments;
|
|
·
|
the
ability of GC Advisors or its affiliates to attract and retain highly
talented professionals;
|
|
·
|
our
ability to qualify and maintain our qualification as a RIC and as a
business development company;
|
|
·
|
the
impact on our business of the Dodd-Frank Wall Street Reform and Consumer
Protection Act, or Dodd-Frank and the rules and regulations issued
thereunder; and
|
|
·
|
the
effect of changes to tax legislation and our tax
position.
|
Such
forward-looking statements may include statements preceded by, followed by or
that otherwise include the words “may,” “might,” “will,” “intend,” “should,”
“could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,”
“predict,” “potential,” “plan” or similar words. The forward looking statements
contained in this quarterly report on Form 10-Q involve risks and uncertainties.
Our actual results could differ materially from those implied or expressed in
the forward-looking statements for any reason, including the factors set forth
as “Risk Factors” and elsewhere in this quarterly report on Form
10-Q.
We have
based the forward-looking statements included in this report on information
available to us on the date of this report, and we assume no obligation to
update any such forward-looking statements. Actual results could differ
materially from those anticipated in our forward-looking statements and future
results could differ materially from historical performance. Although we
undertake no obligation to revise or update any forward-looking statements,
whether as a result of new information, future events or otherwise, you are
advised to consult any additional disclosures that we may make directly to you
or through reports that we have filed or in the future may file with the SEC,
including annual reports on Form 10-K, registration statements on Form N-2,
quarterly reports on Form 10-Q and current reports on Form 8-K.
34
You
should understand that, under Sections 27A(b)(2)(B) of the Securities Act and
Section 21E(b)(2)(B) of the Exchange Act, the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995 do not apply to this quarterly
report on Form 10-Q.
35
Overview
We are an
externally managed, closed-end, non-diversified management investment company
that has elected to be treated as a business development company under the
Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for
tax purposes, we intend to elect to be treated as a regulated investment
company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as
amended, or the Code. We were formed in November 2009 to continue and expand the
business of our predecessor, GCMF, which commenced operations in July 2007, in
making investments in senior secured, unitranche, mezzanine and second lien
loans of middle-market companies that are, in most cases, sponsored by private
equity firms.
Our
shares are currently listed on The NASDAQ Global Select Market under the symbol
“GBDC”.
Our
investment objective is to maximize the total return to our stockholders in the
form of current income and capital appreciation through debt and minority equity
investments. We intend to achieve our investment objective by (1) accessing the
established loan origination channels developed by Golub Capital, a leading
lender to middle-market companies with over $4 billion of capital under
management as of December 31, 2010, (2) selecting investments within our core
middle-market company focus, (3) partnering with experienced private equity
firms, or sponsors, in many cases with whom we have invested alongside in the
past, (4) implementing the disciplined underwriting standards of Golub Capital
and (5) drawing upon the aggregate experience and resources of Golub
Capital.
Our
investment activities are managed by GC Advisors and supervised by our board of
directors, of which a majority of the members are independent of
us.
Under an
investment advisory agreement, or the Investment Advisory Agreement, entered
into on April 14, 2010, and amended and restated on July 16, 2010, we have
agreed to pay GC Advisors an annual base management fee based on our average
adjusted gross assets as well as an incentive fee based on our investment
performance. We have also entered into an administration agreement with GC
Service Company, LLC, or GC Service, under which we have agreed to reimburse GC
Service for our allocable portion (subject to the review and approval of our
independent directors) of overhead and other expenses incurred by GC Service in
performing its obligations under the Administration Agreement.
As of
December 31, 2010, our portfolio was comprised of 59.3% senior secured loans,
25.7% unitranche loans, 6.8% second lien loans, 6.5% mezzanine loans and 1.7%
equity. As of September 30, 2010, our portfolio was comprised of 65.8% senior
secured loans, 26.2% unitranche loans, 3.3% second lien loans, 3.9% mezzanine
loans, and 0.8% equity. Over time we expect that senior secured loans
will represent a smaller percentage of our investment portfolio as we grow our
business, these investments are repaid and we invest in a different mix of
assets.
We seek
to create a diverse portfolio that includes senior secured, unitranche,
mezzanine and second lien loans and warrants and minority equity securities by
investing approximately $5 to $25 million of capital, on average, in the
securities of middle-market companies. We may also selectively invest more than
$25 million in some of our portfolio companies and generally expect that the
size of our individual investments will vary proportionately with the size of
our capital base.
As of
December 31, 2010 and September 30, 2010, we had debt investments in 98 and 94
portfolio companies, respectively. For the three months ended December 31, 2010
and September 30, 2010, our income producing assets, which represented nearly
100% of our total portfolio, had a weighted average annualized interest income
(which excludes income resulting from amortization of fees and discounts) yield
of 8.1% and 8.1% and a weighted average annualized investment income (which
includes interest income and amortization of fees and discounts) yield of 10.6%
and 9.8%, respectively.
36
Revenues: We generate revenue
in the form of interest income on debt investments and capital gains and
distributions, if any, on portfolio company investments that we originate or
acquire. Our debt investments, whether in the form of senior secured,
unitranche, mezzanine or second lien loans, typically have a term of three to
seven years and bear interest at a fixed or floating rate. In some instances, we
receive payments on our debt investments based on scheduled amortization of the
outstanding balances. In addition, we receive repayments of some of our debt
investments prior to their scheduled maturity date. The frequency or volume of
these repayments may fluctuate significantly from period to period. Our
portfolio activity also reflects the proceeds of sales of securities. In some
cases, our investments provide for deferred interest payments or
payment-in-kind, or PIK, interest. The principal amount of loans and any accrued
but unpaid interest generally become due at the maturity date. In addition, we
may generate revenue in the form of commitment, origination, amendment,
structuring or due diligence fees, fees for providing managerial assistance and
consulting fees. Loan origination fees, original issue discount and market
discount or premium are capitalized, and we accrete or amortize such amounts as
interest income. We record prepayment premiums on loans as interest income. When
we receive partial principal payments on a loan in an amount that exceeds its
amortized cost, we also record the excess principal payment as interest income.
Dividend income, if any, is recognized on an accrual basis to the extent that we
expect to collect such amounts.
Expenses: Our primary
operating expenses include the payment of fees to GC Advisors under the
Investment Advisory Agreement, our allocable portion of overhead expenses under
the Administration Agreement and other operating costs described below.
Additionally, we pay interest expense on our outstanding debt. We bear all other
out-of-pocket costs and expenses of our operations and transactions,
including:
|
·
|
organizational
expenses;
|
|
·
|
calculating
our net asset value (including the cost and expenses of any independent
valuation firm);
|
|
·
|
fees
and expenses incurred by GC Advisors payable to third parties, including
agents, consultants or other advisors, in monitoring financial and legal
affairs for us and in monitoring our investments and performing due
diligence on our prospective portfolio companies or otherwise relating to,
or associated with, evaluating and making
investments;
|
|
·
|
interest
payable on debt, if any, incurred to finance our investments and expenses
related to unsuccessful portfolio acquisition
efforts;
|
|
·
|
offerings
of our common stock and other
securities;
|
|
·
|
investment
advisory and management fees;
|
|
·
|
administration
fees and expenses, if any, payable under the Administration Agreement
(including payments under the Administration Agreement between us and GC
Service based upon our allocable portion of GC Service’s overhead in
performing its obligations under the Administration Agreement, including
rent and the allocable portion of the cost of our chief compliance
officer, chief financial officer and their respective
staffs);
|
|
·
|
fees
payable to third parties, including agents, consultants or other advisors,
relating to, or associated with evaluating and making, investments in
portfolio companies, including costs associated with meeting financial
sponsors;
|
|
·
|
transfer
agent, dividend agent and custodial fees and
expenses;
|
|
·
|
U.S.
federal and state registration
fees;
|
|
·
|
all
costs of registration and listing our shares on any securities
exchange;
|
|
·
|
U.S.
federal, state and local taxes;
|
|
·
|
independent
directors’ fees and expenses;
|
|
·
|
costs
of preparing and filing reports or other documents required by the SEC or
other regulators;
|
37
|
·
|
costs
of any reports, proxy statements or other notices to stockholders,
including printing costs;
|
|
·
|
costs
associated with individual or group
stockholders;
|
|
·
|
our
allocable portion of any fidelity bond, directors and officers/errors and
omissions liability insurance, and any other insurance
premiums;
|
|
·
|
direct
costs and expenses of administration, including printing, mailing, long
distance telephone, copying, secretarial and other staff, independent
auditors and outside legal costs;
|
|
·
|
proxy
voting expenses; and
|
|
·
|
all
other expenses incurred by us or GC Service in connection with
administering our business.
|
On
February 8, 2011, our board of directors, or Board, declared a quarterly
dividend and distribution of $0.32 per share payable on March 30, 2011 to
holders of record as of March 18, 2011.
Consolidated
Results of Operations
The
consolidated results of operations set forth below include historical financial
information of our predecessor, GCMF, prior to our election, to become a
business development company and our intended election to be treated as a RIC
for U.S. federal income tax purposes. As a business development company and a
RIC, we are also subject to certain constraints on our operations, including
limitations imposed by the 1940 Act and the Code. Also, the management fee that
we pay to GC Advisors under the Investment Advisory Agreement is determined by
reference to a formula that differs materially from the management fee paid by
GCMF in prior periods. In addition, our portfolio of investments consisted
primarily of senior secured and unitranche loans as of December 31, 2010 and
December 31, 2009, and over time we expect that senior secured loans will
represent a smaller percentage of our investment portfolio as we grow our
business, these investments are repaid and we invest in a different mix of
assets. For these and other reasons, the results of operations for the
three-month periods ended December 31, 2010 and 2009 described below may not be
indicative of the results we report in future periods.
Consolidated
operating results for the three months ended December 31, 2010 and 2009 are as
follows:
For the three months ended December
31,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Total
investment income
|
$ | 9,137 | $ | 10,843 | ||||
Total
expenses
|
3,904 | 1,661 | ||||||
Net
investment income
|
5,233 | 9,182 | ||||||
Net
realized gains
|
876 | - | ||||||
Net
unrealized losses
|
(147 | ) | (840 | ) | ||||
Net
income
|
$ | 5,962 | $ | 8,342 | ||||
Average
investments, at fair value
|
$ | 352,469 | $ | 366,928 | ||||
Average
debt outstanding
|
$ | 178,696 | $ | 300,598 |
38
Investment
Income
Investment
income decreased by $1.7 million, or 15.7%, for the three months ended December
31, 2010 as compared to the three months December 31, 2009. The decrease in
investment income was primarily a result of a decrease in income from the
amortization of discounts and origination fees during the three months ended
December 31, 2010 as well as a decrease in average outstanding
investments. The decrease in interest from the amortization of
discounts and origination fees occurred as a result of decreased payoff
activity. For the three months ended December 31, 2010, total investment income
consisted of $7.2 million in interest income from investments and $1.9 million
in income from the amortization of discounts and origination fees. For the three
months ended December 31, 2009, total investment income consisted of $7.7
million in interest income and $3.1 million in income from the amortization of
discounts and origination fees.
Expenses
Total
expenses increased by $2.2 million, or 135.0%, to $3.9 million for the three
months ended December 31, 2010 as compared to the three months ended December
31, 2009. This increase was due to an increase in professional fees, management
fees, incentive fees, administrative service fees, and interest
expense.
Professional
fees increased due to higher legal, audit, and valuation services which all
increased as a result of us becoming a public entity. In addition, following the
completion of our initial public offering, we accrued management and incentive
fees under the Investment Advisory Agreement which provides a higher management
fee percentage as compared to amounts previously paid by GCMF. In addition, this
agreement provides for the calculation of an incentive fee, which was $0.2
million for the three months ended December 31, 2010. Prior to completion of our
initial public offering, we did not pay an incentive fee or an administrative
servicing fee.
Interest
and other credit facility expenses were higher in the three months ended
December 31, 2010 than the three months ended December 31, 2009 primarily due to
a higher interest rate on the debt outstanding at December 31,
2010.
Prior to
completion of our initial public offering, Golub Capital Incorporated, or the
Investment Manager, paid for certain expenses on behalf of GCMF, all of which
were subsequently reimbursed directly with cash or through a member’s equity
contribution. Subsequent to the Offering, the Investment Adviser, an affiliate
of the Investment Manager, pays for certain expenses incurred by us. These
expenses are subsequently reimbursed in cash.
Total
expenses reimbursed to the Investment Adviser and the Investment Manager, as
applicable, for the three months ended December 31, 2010 and 2009 were $0.1
million and $0.2 million, respectively. Of these amounts, for the three months
ended December 31, 2010 and 2009, zero and $0.2 million was reimbursed as a
members’ equity contribution, respectively.
As of
December 31, 2010 and September 30, 2010, included in accounts payable and
accrued expenses were $0.1 million and $0.1 million, respectively, for accrued
expenses paid on our behalf by the Investment Adviser, as
applicable. Also included in accounts payable and accrued expenses is
$0.2 million and $0.1 million as of December 31, 2010 and September 30, 2010,
respectively, for allocated shared services under the Administration
Agreement.
Net
Realized and Unrealized Gains and Losses
During
the three months ended December 31, 2010, we had $0.9 million in net realized
gains and $3.1 million in unrealized appreciation on 42 portfolio company
investments. These amounts offset unrealized depreciation on 63 portfolio
company investments totaling $(3.2) million. Unrealized appreciation during the
quarter ended December 31, 2010 resulted from an increase in fair value
primarily due to a rise in market prices and a reversal of prior period
unrealized depreciation. Unrealized depreciation primarily resulted from
negative credit related adjustments which caused a reduction in fair
value.
39
During
the three months ended December 31, 2009, we had zero net realized gains and
losses and $(4.4) million in unrealized depreciation on 50 portfolio company
investments. This was offset by unrealized appreciation on 28 portfolio
company investments totaling $3.6 million. Unrealized appreciation during the
three months ended December 31, 2009, resulted from an increase in fair value
primarily due to the rise in market prices and a reversal of prior period
unrealized depreciation. Unrealized depreciation primarily resulted from
negative credit related adjustments which caused a reduction in fair
value.
Liquidity
and Capital Resources
As a
business development company, we distribute substantially all of our net income
to our stockholders and will have an ongoing need to raise additional capital
for investment purposes. To fund growth, we have a number of alternatives
available to increase capital, including raising equity, increasing debt, and
funding from operational cash flow.
For the
three months ended December 31, 2010, we experienced a net decrease in cash and
cash equivalents of $19.8 million. During the period we used $38.0
million in operating activities, primarily as a result of fundings of portfolio
investments of $97.6 million, which was partially offset by proceeds from
principal payments of $51.4 million and sales of portfolio investments of $12.7
million and net investment income of $4.2 million. During the same
period, cash and cash equivalents provided by financing activities was $14.0
million, primarily due to borrowings on debt of $20.0 million, partially offset
by distributions paid of $5.0 million. Lastly, net cash provided by
investing activities was $4.2 million as a result of an increase in restricted
cash and cash equivalents.
For the
three months ended December 31, 2009, there was no change in cash and cash
equivalents. During the same period, net cash provided by operating
activities was $37.0 million, which was offset by net cash used in investing
activities of $15.7 million and net cash used in financing activities of $21.3
million.
As of
December 31, 2010 and September 30, 2010, we had cash and cash equivalents of
$41.4 million and $61.2 million, respectively. In addition, we had restricted
cash and cash equivalents of $27.6 million and $31.8 million as of December 31,
2010 and 2009, respectively. Cash and cash equivalents are available to fund new
investments, pay operating expenses and pay distributions. Restricted cash and
cash equivalents can be used to fund new investments that meet the investment
guidelines established in the Debt Securitization, which are described in
further detail in Note 6 to our consolidated financial statements and for the
payment of interest expense on the notes issued in the Debt
Securitization.
At
December 31, 2010 and September 30, 2010, our investment portfolio included
$34.9 million and $48.2 million, respectively, in liquid, broadly syndicated
loans that we anticipate selling in future periods as we find new opportunities
to redeploy those assets into higher yielding investments. For the
three months ended December 31, 2010 and September 30, 2010, we had sales of
broadly syndicated loans in four and one portfolio companies
aggregating approximately $11.2 million and $1.2 million,
respectively.
Although
we expect to fund the growth of our investment portfolio through the net
proceeds from future securities offerings and through our dividend
reinvestment plan as well as future borrowings, to the extent permitted by the
1940 Act, we cannot assure you that our efforts to raise capital will be
successful. In additional to capital not being available, it also may not be
available on favorable terms.
We
believe that our existing cash and cash equivalents as of December 31, 2010 will
be sufficient to fund our anticipated requirements through at least December 31,
2011.
40
Portfolio
Composition, Investment Activity and Yield
As of
December 31, 2010 and September 30, 2010, we had investments in 98 and 94
portfolio companies, respectively, with a total value of $382.4 million and
$344.9 million, respectively. For the three months ended December 31, 2010 we
originated 15 senior secured loans, three unitranche loans, four second lien
loans, three subordinated loans, and seven equity securities with a fair value
of $42.8 million, $20.4 million, $19.6 million, $11.1 million, and $3.7 million,
respectively. For the three months ended September 30, 2010, we
originated 15 senior secured loans, two unitranche loans, one subordinated loan,
and two equity securities with a fair value of $47.5 million, $17.7 million,
$9.4 million, and $2.6 million, respectively. For the three months
ended December 31, 2010 we had approximately $51.4 million in debt repayments in
existing portfolio companies, and sales of securities in five portfolio
companies aggregating approximately $12.7 million. For the three
months ended September 30, 2010 we had approximately $12.3 million in debt
repayments in existing portfolio companies, and sales of securities in one
portfolio company aggregating approximately $1.2 million.
The
following table shows the weighted average rate, spread over the London
Interbank Offered Rate, or LIBOR, and fees on investments originated and the
weighted average rate on full principal payments and sales of investments during
the three months ended December 31, 2010 and September 30, 2010:
For the three months
ended
|
||||
December 31, 2010
|
September 30, 2010
|
|||
Weighted
Avg. Rate of New Investment Fundings
|
8.8%
|
7.9%
|
||
Weighted
Avg. Spread over LIBOR of New Investment Fundings
|
7.1%
|
6.4%
|
||
Weighted
Avg. Fees of New Investment Fundings
|
2.0%
|
1.8%
|
||
Weighted
Avg. Rate of Sales and Full Payoffs of Portfolio Companies
|
7.1%
|
5.3%
|
41
The
following table shows the par, amortized cost and fair value of our portfolio of
investments by asset class:
As of December 31, 2010 (1)
|
As of September 30, 2010 (1)
|
|||||||||||||||||||||||
Amortized
|
Fair
|
|
Amortized
|
Fair
|
||||||||||||||||||||
Par
|
Cost
|
Value
|
Par
|
Cost
|
Value
|
|||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||
Senior
Secured:
|
||||||||||||||||||||||||
Performing
|
$ | 230,628 | $ | 225,123 | $ | 224,156 | $ | 231,404 | $ | 223,962 | $ | 223,953 | ||||||||||||
Non-accrual
|
4,422 | 4,373 | 2,653 | 4,422 | 4,346 | 3,095 | ||||||||||||||||||
Unitranche:
|
||||||||||||||||||||||||
Performing
|
99,645 | 97,746 | 98,116 | 91,931 | 90,309 | 90,369 | ||||||||||||||||||
Non-accrual
|
- | - | - | - | - | - | ||||||||||||||||||
Second
Lien(2):
|
||||||||||||||||||||||||
Performing
|
26,355 | 25,764 | 26,267 | 11,396 | 11,192 | 11,380 | ||||||||||||||||||
Non-accrual
|
- | - | - | - | - | - | ||||||||||||||||||
Subordinated
Debt:
|
||||||||||||||||||||||||
Performing
|
24,810 | 24,208 | 24,812 | 13,436 | 13,091 | 13,436 | ||||||||||||||||||
Non-accrual
|
- | - | - | - | - | - | ||||||||||||||||||
Equity
|
N/A | 6,293 | 6,410 | N/A | 2,636 | 2,636 | ||||||||||||||||||
Total
|
$ | 385,860 | $ | 383,507 | $ | 382,414 | $ | 352,589 | $ | 345,536 | $ | 344,869 |
___________________________________________
(1)
|
Six
of our loans include a feature permitting a portion of the interest due on
such loan to be PIK interest as of December 31, 2010 and September 30,
2010.
|
(2)
|
Second
lien loans include $5.1 million and zero of loans structured as first lien
last out term loans as of December 31, 2010 and September 30,
2010.
|
For the
three months ended December 31, 2010 and 2009, the weighted average annualized
interest income (which excludes income resulting from amortization of fees and
discounts) yield on the fair value of investments in our portfolio were 8.1% and
8.6%, respectively. As of December 31, 2010, 65.3% and 65.8% of our portfolio at
fair value and at cost, respectively, had interest rate floors that limit the
minimum applicable interest rates on such loans. As of September 30, 2010, 59.2%
and 60.0% of our portfolio at fair value and at cost, respectively, had interest
rate floors that limit minimum interest rates on such loans.
GC
Advisors regularly assesses the risk profile of each of our investments and
rates each of them based on the following categories, which we refer to as GC
Advisors’ investment performance rating:
Risk
Ratings Definition
|
||
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 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
|
Indicates
that the borrower is performing substantially below expectations and the
loan risk has substantially increased since origination. Most or all of
the debt covenants are out of compliance and payments are substantially
delinquent. Loans graded 1 are not anticipated to be repaid in full, and
we reduce the fair market value of the loan to the amount we anticipate
recovering.
|
42
The
following table shows the distribution of our investments on the 1 to 5
investment performance rating scale at fair value as of December 31, 2010 and
September 30, 2010.
December
31, 2010
|
September
30, 2010
|
|||||||||||||||
Investment
|
Investments
|
Percentage
of
|
Investments
|
Percentage
of
|
||||||||||||
Performance
|
at
Fair Value
|
Total
|
at
Fair Value
|
Total
|
||||||||||||
Rating
|
(In thousands)
|
Investments
|
(In thousands)
|
Investments
|
||||||||||||
5
|
$ | 75,836 | 19.9 | % | $ | 98,307 | 28.5 | % | ||||||||
4
|
277,356 | 72.5 | % | 199,876 | 58.0 | % | ||||||||||
3
|
24,908 | 6.5 | % | 41,948 | 12.2 | % | ||||||||||
2
|
4,314 | 1.1 | % | 4,738 | 1.4 | % | ||||||||||
1
|
- | 0.0 | % | - | 0.0 | % | ||||||||||
Total
|
$ | 382,414 | 100.0 | % | $ | 344,869 | 100.0 | % |
SBA
Debentures
On August
24, 2010, GC SBIC IV, L.P., our wholly owned subsidiary, received approval for a
license from the SBA to operate an SBIC.
This
license allows GC SBIC IV, L.P. to obtain leverage by issuing SBA-guaranteed
debentures, subject to issuance of a capital commitment by SBA and customary
procedures. These debentures are non-recourse to us, have interest payable
semi-annually and a ten-year maturity. The interest rate is fixed at the time of
issuance at a market-driven spread over U.S. Treasury Notes with ten-year
maturities.
Under
present SBIC regulations, the maximum amount of SBA-guaranteed debentures that
may be issued by multiple licensees under common management is $225.0 million.
It is possible that GC SBIC IV, L.P. will be constrained in its ability to issue
SBA-guaranteed debentures in the future if other Golub Capital SBICs have
already issued such debentures. As of December 31, 2010, Golub Capital operated
two other SBIC licensees with an aggregate of $154.7 million of SBA-guaranteed
debentures outstanding, leaving borrowing capacity of a maximum of $70.3 million
of SBA-guaranteed debentures for GC SBIC IV, L.P. The borrowing capacity of GC
SBIC IV, L.P. could be expanded if any other Golub Capital SBICs retire their
SBA-guaranteed debentures.
GC SBIC
IV, L.P. is able to borrow funds from the SBA against regulatory capital that is
paid-in, subject to customary regulatory requirements including an examination
by the SBA. As of December 31, 2010, we had committed $40.0 million
to GC SBIC IV, L.P., funded it with equity capital of $25.1 million and had SBA
debentures of $20.0 million outstanding, which mature in March of 2021. This
$20.0 million was interim financing, bearing a weighted average interest rate of
1.03% at December 31, 2010, exclusive of 3.43% in upfront fees, which will reset
to a market-driven rate in March 2011.
43
As of
December 31, 2010, we have available commitments of $28.3 million from the SBA,
which expire on September 30, 2013. These unfunded commitments are
subject to funding approval through the SBA’s draw request process.
We
applied for exemptive relief from the SEC on July 9, 2010 and filed an amended
application on November 12, 2010 to permit us to exclude the debt of our SBIC
subsidiary from our 200% asset coverage test under the 1940 Act. If we receive
an exemption for this SBA debt, we would have increased flexibility under the
200% asset coverage test.
The total
average debt outstanding (including both the debt under the Debt Securitization
and the SBA debentures) for the three months ended December 31, 2010 was $178.7
million, and the average debt outstanding under our prior credit facility was
$300.6 million for the three months ended December 31, 2009.
Contractual
Obligations and Off-Balance Sheet Arrangements
A summary
of our significant contractual payment obligations as of December 31, 2010 is as
follows:
Payments Due by Period (In
millions)
|
||||||||||||||||||||
Less
Than
|
More
Than
|
|||||||||||||||||||
Total
|
1 Year
|
1-3 Years
|
3-5 Years
|
5 Years
|
||||||||||||||||
Debt
Securitization
|
$ | 174.0 | $ | - | $ | - | $ | - | $ | 174.0 | ||||||||||
SBA
Debentures
|
20.0 | - | - | - | 20.0 | |||||||||||||||
Unfunded
commitments(1)
|
35.3 | 35.3 | - | - | - | |||||||||||||||
Total
contractual obligations
|
$ | 229.3 | $ | 35.3 | $ | - | $ | - | $ | 194.0 |
(1)
Unfunded commitments represent all amounts unfunded as of December 31,
2010. These amounts may or may not be funded to the borrowing party
now or in the future. The unfunded commitments relate to loans with
various maturity dates but we are showing this amount in the less than 1 year
category, as this entire amount is eligible for funding to the borrowers as of
December 31, 2010.
We may
become a party to financial instruments with off-balance sheet risk in the
normal course of our business to meet the financial needs of our portfolio
companies. These instruments may include commitments to extend credit and
involve, to varying degrees, elements of liquidity and credit risk in excess of
the amount recognized in the balance sheet. As of December 31, 2010 and
September 30, 2010, we had outstanding commitments to fund investments totaling
$35.3 million and $26.6 million, respectively.
44
We have
certain contracts under which we have material future commitments. We have
entered into the Investment Advisory Agreement with GC Advisors in accordance
with the 1940 Act. The Investment Advisory Agreement became effective upon the
pricing of the initial public offering and was amended and restated on July 16,
2010 in order to offset fees payable in connection with the Debt Securitization
against the base management fee. Under the Investment Advisory Agreement, GC
Advisors provides us with investment advisory and management services. We pay
for these services (1) a management fee equal to a percentage of the average
adjusted value of our gross assets and (2) an incentive fee based on our
performance. To the extent that GC Advisors or any of its affiliates provides
investment advisory, collateral management or other similar services to a
subsidiary of ours, we intend to reduce the base management fee by an amount
equal to the product of (1) the total fees paid to GC Advisors by such
subsidiary for such services and (2) the percentage of such subsidiary’s total
equity that is owned, directly or indirectly, by us. See “Business—Management
Agreements—Management Fee.”
We have
also entered into the Administration Agreement with GC Service as our
administrator on April 14, 2010. Under the Administration Agreement, GC Service
furnishes us with office facilities and equipment, provides us clerical,
bookkeeping and record keeping services at such facilities and provides us with
other administrative services necessary to conduct our day-to-day operations. We
reimburse GC Service for the allocable portion (subject to the review and
approval of our Board) of overhead and other expenses incurred by it in
performing its obligations under the Administration Agreement, including rent,
the fees and expenses associated with performing compliance functions and our
allocable portion of the cost of our chief financial officer and chief
compliance officer and their respective staffs. GC Service also provides on our
behalf significant managerial assistance to those portfolio companies to which
we are required to provide such assistance.
If any of
the contractual obligations discussed above are terminated, our costs under any
new agreements that we enter into may increase. In addition, we would likely
incur significant time and expense in locating alternative parties to provide
the services we receive under our Investment Advisory Agreement and our
Administration Agreement. Any new investment advisory agreement would also be
subject to approval by our stockholders.
Distributions
In order
to qualify as a RIC and to avoid corporate level tax on the income we distribute
to our stockholders, we are required under the Code to distribute at least 90%
of our net ordinary income and net short-term capital gains in excess of net
long-term capital losses, if any, to our net stockholders on an annual basis.
Additionally, we must annually during each calendar year distribute an amount at
least equal to 98% of our ordinary income (determined on a calendar year basis)
plus 98.2% of net capital gains in excess of capital losses (for our one year
period ending October 31) and any net ordinary income and net capital gains for
preceding years that were not distributed during such years and on which we
previously paid no U.S. federal income tax to avoid a U.S. federal excise tax.
We intend to distribute quarterly dividends to our stockholders as determined by
our Board.
We may
not be able to achieve operating results that will allow us to make
distributions at a specific level or to increase the amount of our distributions
from time to time. In addition, we may be limited in our ability to make
distributions due to the asset coverage requirements applicable to us as a
business development company under the 1940 Act. If we do not distribute a
certain percentage of our income annually, we will suffer adverse tax
consequences, including the possible loss of our qualification as a RIC. We
cannot assure stockholders that they will receive any
distributions.
To the
extent our taxable earnings fall below the total amount of our distributions for
that fiscal year, a portion of those distributions may be deemed a return of
capital to our stockholders for U.S. federal income tax purposes. Thus, the
source of a distribution to our stockholders may be the original capital
invested by the stockholder rather than our income or gains. Stockholders should
read any written disclosure accompanying a dividend payment carefully and should
not assume that the source of any distribution is our ordinary income or
gains.
We have
adopted an “opt out” dividend reinvestment plan for our common stockholders. As
a result, if we declare a distribution, then our stockholders’ cash
distributions will be automatically reinvested in additional shares of our
common stock unless a stockholder specifically “opts out” of our dividend
reinvestment plan. If a stockholder opts out, that stockholder will receive cash
distributions. Although distributions paid in the form of additional shares of
our common stock will generally be subject to U.S. federal, state and local
taxes in the same manner as cash distributions, stockholders participating in
our dividend reinvestment plan will not receive any corresponding cash
distributions with which to pay any such applicable taxes.
Related
Party Transactions
We have
entered into a number of business relationships with affiliated or related
parties, including the following:
45
|
·
|
We
entered into an Investment Advisory Agreement with GC Advisors. Mr.
Lawrence Golub, our chairman, is a manager of GC Advisors, and Mr. David
Golub, our chief executive officer, is a manager of GC Advisors, and each
of Messrs. Lawrence Golub and David Golub owns an indirect pecuniary
interest in GC Advisors.
|
|
·
|
GC
Service provides us with the office facilities and administrative services
necessary to conduct day-to-day operations pursuant to our Administration
Agreement.
|
|
·
|
We
have entered into a license agreement with Golub Capital Management LLC,
pursuant to which Golub Capital Management LLC has granted us a
non-exclusive, royalty-free license to use the name “Golub
Capital.”
|
|
·
|
Certain
existing investors in entities advised by affiliates of Golub Capital and
certain of our officers and directors, their immediate family members or
entities owned by, or family trusts for the benefit of, such persons
purchased in a separate private placement an aggregate of 1,322,581 shares
of common stock at the initial public offering price per share of $14.50.
We received the full proceeds from the sale of these shares, and no
underwriting discounts or commissions were paid in respect of these
shares.
|
|
·
|
Under
a staffing agreement, or Staffing Agreement, between Golub Capital
Incorporated and Golub Capital Management LLC and GC Advisors, Golub
Capital has agreed to provide GC Advisors with the resources necessary to
fulfill its obligations under the Investment Advisory Agreement. The
Staffing Agreement provides that Golub Capital will make available to GC
Advisors experienced investment professionals and access to the senior
investment personnel of Golub Capital for purposes of evaluating,
negotiating, structuring, closing and monitoring our investments. The
Staffing Agreement also includes a commitment that the members of GC
Advisors’ investment committee will serve in such capacity. Services under
the Staffing Agreement are provided on a direct cost reimbursement
basis.
|
GC
Advisors also sponsors or manages, and may in the future sponsor or manage,
other investment funds, accounts or investment vehicles, together referred to as
accounts, that have investment mandates that are similar, in whole and in part,
with ours. GC Advisors and its affiliates may determine that an investment is
appropriate for us and for one or more of those other accounts. In such event,
depending on the availability of such investment and other appropriate factors,
and pursuant to GC Advisors’ allocation policy, GC Advisors or its affiliates
may determine that we should invest side-by-side with one or more other
accounts. We do not intend to make any investments if they are not permitted by
applicable law and interpretive positions of the SEC and its staff, or if they
are inconsistent with GC Advisors’ allocation procedures.
In
addition, we have adopted a formal code of ethics that governs the conduct of
our and GC Advisors’ officers, directors and employees. Our officers and
directors also remain subject to the duties imposed by both the 1940 Act and the
General Corporation Law of the State of Delaware.
Critical
Accounting Policies
The
preparation of financial statements and related disclosures in conformity with
generally accepted accounting principles in the United States, or GAAP, requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements, and revenues and expenses during the periods
reported. Actual results could materially differ from those estimates. We have
identified the following items as critical accounting policies.
Valuation
of Portfolio Investments
We value
investments for which market quotations are readily available at their market
quotations. However, a readily available market value is not expected to exist
for many of the investments in our portfolio, and we value these portfolio
investments at fair value as determined in good faith by our board of directors
under our valuation policy and process. We may seek pricing information with
respect to certain of our investments from pricing services or brokers or
dealers in order to value such investments. We also employ independent third
party valuation firms for all of our investments for which there is not a
readily available market value.
46
Valuation
methods may include comparisons of the portfolio companies to peer companies
that are public, the enterprise value of a portfolio company, the nature and
realizable value of any collateral, the portfolio company’s ability to make
payments and its earnings, discounted cash flow, the markets in which the
portfolio company does business, and other relevant factors. When an external
event such as a purchase transaction, public offering or subsequent equity sale
occurs, we will consider the pricing indicated by the external event to
corroborate the private equity valuation. Due to the inherent uncertainty of
determining the fair value of investments that do not have a readily available
market value, the fair value of the investments may differ significantly from
the values that would have been used had a readily available market value
existed for such investments, and may differ materially from values that may
ultimately be received or settled.
Our Board
is ultimately and solely responsible for determining, in good faith, the fair
value of the portfolio investments that are not publicly traded, whose market
prices are not readily available on a quarterly basis or any other situation
where portfolio investments require a fair value determination.
With
respect to investments for which market quotations are not readily available,
our board of directors undertakes a multi-step valuation process each quarter,
as described below:
|
Our
quarterly valuation process begins with each portfolio company or
investment being initially valued by the investment professionals of GC
Advisors responsible for credit
monitoring.
|
|
·
|
Preliminary
valuation conclusions are then documented and discussed with our senior
management and GC Advisors.
|
|
·
|
The
audit committee of our board of directors reviews these preliminary
valuations.
|
|
·
|
At
least once annually, the valuation for each portfolio investment is
reviewed by an independent valuation
firm.
|
|
·
|
The
board of directors discusses valuations and determines the fair value of
each investment in our portfolio in good
faith.
|
The
factors that are taken into account in fair value pricing investments include:
available current market data, including relevant and applicable market trading
and transaction comparables; applicable market yields and multiples; security
covenants; call protection provisions; information rights; the nature and
realizable value of any collateral; the portfolio company’s ability to make
payments, its earnings and discounted cash flows and the markets in which it
does business; comparisons of financial ratios of peer companies that are
public; comparable merger and acquisition transactions; and the principal market
and enterprise values.
Determination
of fair values involves subjective judgments and estimates not verifiable by
auditing procedures. Under current auditing standards, the notes to our
financial statements refer to the uncertainty with respect to the possible
effect of such valuations, and any change in such valuations, on our
consolidated financial statements.
We follow
Accounting Standards Codification, or ASC Topic 820— Fair Value Measurements and
Disclosures for measuring the fair value of portfolio investments. Fair
value is the price that would be received in the sale of an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. Where available, fair value is based on observable market
prices or parameters, or derived from such prices or parameters. Where
observable prices or inputs are not available, valuation models are applied.
These valuation models involve some level of management estimation and judgment,
the degree of which is dependent on the price transparency for the instruments
or market and the instruments’ complexity. Our fair value analysis includes an
analysis of the value of any unfunded loan commitments. Financial investments
recorded at fair value in the consolidated financial statements are categorized
for disclosure purposes based upon the level of judgment associated with the
inputs used to measure their value. The valuation hierarchical levels are based
upon the transparency of the inputs to the valuation of the investment as of the
measurement date. The three levels are defined as follows:
47
Level 1: Inputs are
unadjusted, quoted prices in active markets for identical financial instruments
at the measurement date.
Level 2: Inputs
include quoted prices for similar financial instruments in active markets and
inputs that are observable for the financial instruments, either directly or
indirectly, for substantially the full term of the financial
instrument.
Level 3: Inputs
include significant unobservable inputs for the financial instruments and
include situations where there is little, if any, market activity for the
investment. The inputs into the determination of fair value are based upon the
best information available and may require significant management judgment or
estimation.
In
certain cases, the inputs used to measure fair value may fall into different
levels of the fair value hierarchy. In such cases, an investment’s level within
the fair value hierarchy is based on the lowest level of input that is
significant to the fair value measurement. Our assessment of the significance of
a particular input to the fair value measurement in its entirety requires
judgment, and we consider factors specific to the financial instrument. The
following section describes the valuation techniques used by us to measure
different financial instruments at fair value and includes the level within the
fair value hierarchy in which the financial instrument is
categorized.
With the
exception of money market accounts held at large financial institutions (Level 1
investment), all of the financial instruments that were recorded at fair value
as of December 31, 2010 were valued using Level 3 inputs of the fair value
hierarchy. As of September 30, 2010, the Company also invested in commercial
paper, which is a Level 2 investment. Level 1 assets are valued using
quoted market prices. Level 2 assets are valued using market consensus prices
that are corroborated by observable market data and quoted market prices for
similar instruments. Financial instruments that are recorded at Level 3 of the
valuation hierarchy are our debt and equity investments. Level 3 assets are
valued at fair value as determined in good faith by the Board, based on input of
management, the audit committee and independent valuation firms that have been
engaged at the direction of the Board to assist in the valuation of each
portfolio investment without a readily available market quotation at least once
during a trailing twelve-month period under a valuation policy and a
consistently applied valuation process. This valuation process is conducted at
the end of each fiscal quarter, with approximately 25% (based on fair value) of
our valuation of portfolio companies without readily available market quotations
subject to review by an independent valuation firm.
When
valuing Level 3 debt and equity investments, we may take into account the
following factors, where relevant, in determining the fair value of the
investments: the enterprise value of a portfolio company, the nature and
realizable valuable of any collateral, the portfolio company’s ability to make
payments and its earnings and discounted cash flows, the markets in which the
portfolio company does business, comparison to publicly traded securities,
changes in the interest rate environment and the credit markets generally that
may affect the price at which similar investments may be made and other relevant
factors. In addition, for certain debt and equity investments, we may base its
valuation on indicative bid and ask prices provided by an independent third
party pricing service. Bid prices reflect the highest price that we and others
may be willing to pay. Ask prices represent the lowest price that we and others
may be willing to accept for an investment. We generally use the midpoint of the
bid/ask range as the best estimate of fair value of such
investment.
48
Revenue
Recognition:
Our
revenue recognition policies are as follows:
Investments and Related Investment
Income: Our Board determines the fair value of our portfolio of
investments. Interest income is accrued based upon the outstanding principal
amount and contractual interest terms of debt investments. Premiums, discounts,
and origination fees are amortized or accreted into interest income over the
life of the respective debt investment. For investments with contractual PIK
interest, which represents contractual interest accrued and added to the
principal balance that generally becomes due at maturity, we do not accrue PIK
interest if the portfolio company valuation indicates that the PIK is not likely
to be collectible. We account for investment transactions on a trade-date basis.
Realized gains or losses on investments are measured by the difference between
the net proceeds from the disposition and the cost basis of investment, without
regard to unrealized gains or losses previously recognized. We report changes in
fair value of investments that are measured at fair value as a component of the
net change in unrealized appreciation (depreciation) on investments in our
consolidated statement of operations.
Non-accrual: Loans may be
left on accrual status during the period we are pursuing repayment of the loan.
Management reviews all loans that become past due 90 days or more on principal
and interest or when there is reasonable doubt that principal or interest will
not be collected for possible placement on non-accrual status. We generally
reverse accrued interest when a loan is placed on non-accrual. Interest payments
received on non-accrual loans may be recognized as income or applied to
principal depending upon management’s judgment. We restore non-accrual loans to
accrual status when past due principal and interest is paid and, in our
management’s judgment, are likely to remain current. The total fair value of our
non-accrual loans were $2.7 million and $3.1 million as of December 31, 2010 and
September 30, 2010, respectively.
Income
taxes:
We intend
to elect to be treated as a RIC under subchapter M of the Code and operate in a
manner so as to qualify for the tax treatment applicable to RICs. In order to
qualify as a RIC, we are required to meet certain source of income and asset
diversification requirements and timely distribute to our stockholders at least
90% of investment company taxable income, as defined by the Code, for each year.
We have made and intend to continue to make the requisite distributions to our
stockholders, which will generally relieve us from U.S. federal income
taxes.
Depending
on the level of taxable income earned in a tax year, we may choose to carry
forward taxable income in excess of current year distributions into the next tax
year and pay a 4% excise tax on such income, as required. To the extent that we
determine that our estimated current year annual taxable income will be in
excess of estimated current year distributions, we accrue excise tax, if any, on
estimated excess taxable income as taxable income is earned.
Because
federal income tax regulations differ from generally accepted accounting
principles in the United States of America (“GAAP”), distributions in accordance
with tax regulations may differ from net investment income and realized gains
recognized for financial reporting purposes. Differences may be permanent or
temporary. Permanent differences are reclassified within capital accounts in the
financial statements to reflect their tax character. Temporary differences arise
when certain items of income, expense, gain or loss are recognized at some time
in the future. Differences in classification may also result from the treatment
of short-term gains as ordinary income for tax purposes.
49
Item
3: Quantitative and Qualitative Disclosures About Market Risk.
We are
subject to financial market risks, including changes in interest rates. Many of
the loans in our portfolio have floating interest rates, and we expect that our
loans in the future will also have floating interest rates. These loans are
usually based on a floating London Interbank Offered Rate, or LIBOR, and
typically have interest rate re-set provisions that adjust applicable interest
rates under such loans to current market rates on a quarterly basis. In
addition, the Debt Securitization has a floating interest rate provision based
on LIBOR, which resets quarterly, and we expect that any credit facilities into
which we enter in the future may have floating interest rate
provisions.
Assuming
that the balance sheet as of the periods covered by this analysis were to remain
constant and that Management took no actions to alter our existing interest rate
sensitivity, a hypothetical immediate 1% change in interest rates may affect net
income by more than 1% over a one-year horizon. Although our management believes
that this analysis is indicative of our existing sensitivity to interest rate
changes, it does not adjust for changes in the credit market, credit quality,
the size and composition of the assets in our portfolio and other business
developments, including borrowings that could affect net increase in net assets
resulting from operations, or net income. Accordingly, we can offer no
assurances that actual results would not differ materially from the statement
above.
We may in
the future hedge against interest rate fluctuations by using standard hedging
instruments such as futures, options and forward contracts. While hedging
activities may insulate us against adverse changes in interest rates, they may
also limit our ability to participate in the benefits of lower interest rates
with respect to the investments in our portfolio with fixed interest
rates.
Item
4: Controls and Procedures.
As of the
period covered by this report, we, including our Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of the design and operation
of our disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on
our evaluation, our management, including the Chief Executive Officer and Chief
Financial Officer, concluded that our disclosure controls and procedures were
effective in timely alerting management, including the Chief Executive Officer
and Chief Financial Officer, of material information about us required to be
included in our periodic SEC filings. However, in evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, are based upon certain assumptions
about the likelihood of future events and can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. There has not been any change in our internal
controls over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act) that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.
Part
II – Other Information
Item
1: Legal Proceedings.
Although
we may, from time to time, be involved in litigation arising out of our
operations in the normal course of business or otherwise, we are currently not a
party to any pending material legal proceedings.
Item
1A: Risk Factors.
In
addition to other information set forth in this report, you should carefully
consider the “Risk Factors” discussed in our Annual Report on Form 10-k for the
fiscal year ended September 30, 2010, which could materially affect our
business, financial condition and/or operating results.Additional risks and
uncertainties not currently known to us or that we currently deem to be
immaterial also may materially affect our business, financial condition and/or
operating results.
50
None.
Item
3: Defaults Upon Senior Securities.
None.
Item
4: Removed and Reserved.
Item
5: Other Information.
None.
Item
6: Exhibits.
Number
|
Description
|
31.1
|
Certifications
by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*
|
31.2
|
Certifications
by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002*
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of
2002*
|
_________________
* - Filed
herewith
51
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Golub
Capital BDC, Inc.
|
||
Dated:
February10, 2011
|
By
|
/s/ David B. Golub
|
David
B. Golub
|
||
Chief
Executive Officer
|
||
(Principal
Executive Officer)
|
||
Dated:
February 10, 2011
|
By
|
/s/ Ross A. Teune
|
Ross
A. Teune
|
||
Chief
Financial Officer
|
||
(Principal
Accounting and Financial
Officer)
|
52