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Watchlist
Account
Golub Capital
GBDC
#3851
Rank
$3.34 B
Marketcap
๐บ๐ธ
United States
Country
$12.71
Share price
1.03%
Change (1 day)
-4.36%
Change (1 year)
๐ฐ Investment
Asset Management
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P/S ratio
P/B ratio
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Fails to deliver
Cost to borrow
Total assets
Total liabilities
Total debt
Cash on Hand
Net Assets
Annual Reports (10-K)
Golub Capital
Quarterly Reports (10-Q)
Submitted on 2018-08-08
Golub Capital - 10-Q quarterly report FY
Text size:
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______________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
June 30, 2018
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 814-00794
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.)
666 Fifth Avenue, 18th Floor
New York, NY 10103
(Address of principal executive offices)
(212) 750-6060
(Registrant's telephone number, including area code)
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
o
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
o
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
o
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
þ
As of
August 8, 2018
, the Registrant had
60,006,524
shares of common stock, $0.001 par value, outstanding.
Part I. Financial Information
Item 1.
Financial Statements
3
Consolidated Statements of Financial Condition as of June 30, 2018 (unaudited) and September 30, 2017
3
Consolidated Statements of Operations for the three and nine months ended June 30, 2018 (unaudited) and 2017 (unaudited)
4
Consolidated Statements of Changes in Net Assets for the nine months ended June 30, 2018 (unaudited) and 2017 (unaudited)
5
Consolidated Statements of Cash Flows for the nine months ended June 30, 2018 (unaudited) and 2017 (unaudited)
6
Consolidated Schedules of Investments as of June 30, 2018 (unaudited) and September 30, 2017
8
Notes to Consolidated Financial Statements (unaudited)
41
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
74
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
102
Item 4.
Controls and Procedures
103
Part II. Other Information
Item 1.
Legal Proceedings
104
Item 1A.
Risk Factors
104
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
104
Item 3.
Defaults Upon Senior Securities
104
Item 4.
Mine Safety Disclosures
104
Item 5.
Other Information
104
Item 6.
Exhibits
105
2
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
(In thousands, except share and per share data)
June 30, 2018
September 30, 2017
(unaudited)
Assets
Investments, at fair value
Non-controlled/non-affiliate company investments
$
1,701,948
$
1,586,293
Non-controlled affiliate company investments
3,988
3,707
Controlled affiliate company investments
92,579
95,015
Total investments at fair value (amortized cost of $1,789,214 and $1,671,239, respectively)
1,798,515
1,685,015
Cash and cash equivalents
6,814
3,988
Foreign currencies (cost of $111 and $0, respectively)
111
—
Restricted cash and cash equivalents
65,282
58,570
Interest receivable
6,463
6,271
Other assets
390
332
Total Assets
$
1,877,575
$
1,754,176
Liabilities
Debt
$
875,950
$
781,100
Less unamortized debt issuance costs
3,128
4,273
Debt less unamortized debt issuance costs
872,822
776,827
Other short-term borrowings (proceeds of $9,511 and $0, respectively)
9,425
—
Interest payable
6,783
3,800
Management and incentive fees payable
16,749
13,215
Accounts payable and accrued expenses
2,401
2,312
Accrued trustee fees
73
76
Total Liabilities
908,253
796,230
Commitments and Contingencies (Note 7)
Net Assets
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2018 and September 30, 2017
—
—
Common stock, par value $0.001 per share, 100,000,000 shares authorized, 60,006,524 and 59,577,293 shares issued and outstanding as of June 30, 2018 and September 30, 2017, respectively
60
60
Paid in capital in excess of par
946,722
939,307
Undistributed (over distribution of) net investment income
(1,418
)
1,954
Net unrealized appreciation (depreciation) on investments, secured borrowings and foreign currency translation
12,054
16,444
Net realized gain (loss) on investments and foreign currency transactions
11,904
181
Total Net Assets
969,322
957,946
Total Liabilities and Total Net Assets
$
1,877,575
$
1,754,176
Number of common shares outstanding
60,006,524
59,577,293
Net asset value per common share
$
16.15
$
16.08
See Notes to Consolidated Financial Statements.
3
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(In thousands, except share and per share data)
Three months ended June 30,
Nine months ended June 30,
2018
2017
2018
2017
Investment income
From non-controlled/non-affiliate company investments:
Interest income
$
35,718
$
32,877
$
103,125
$
94,238
Dividend income
10
278
620
438
Fee income
459
990
1,655
1,422
Total investment income from non-controlled/non-affiliate company investments
36,187
34,145
105,400
96,098
From non-controlled affiliate company investments:
Interest income
159
372
475
1,023
Total investment income from non-controlled affiliate company investments
159
372
475
1,023
From controlled affiliate company investments:
Interest income
—
—
—
1,639
Dividend income
2,050
891
5,868
4,054
Total investment income from controlled affiliate company investments
2,050
891
5,868
5,693
Total investment income
38,396
35,408
111,743
102,814
Expenses
Interest and other debt financing expenses
8,556
8,099
24,176
23,379
Base management fee
6,125
6,059
17,984
17,744
Incentive fee
3,573
2,073
9,455
6,274
Professional fees
705
638
2,168
1,935
Administrative service fee
601
595
1,840
1,720
General and administrative expenses
120
136
365
437
Total expenses
19,680
17,600
55,988
51,489
Net investment income - before excise tax
18,716
17,808
55,755
51,325
Excise tax
—
—
—
17
Net investment income - after excise tax
18,716
17,808
55,755
51,308
Net gain (loss) on investments and foreign currency
Net realized gain (loss) on investments and foreign currency transactions:
Non-controlled/non-affiliate company investments
14,881
3,233
14,744
4,826
Non-controlled affiliate company investments
—
(6,442
)
—
(6,442
)
Foreign currency transactions
(42
)
—
(42
)
—
Net realized gain (loss) on investments and foreign currency transactions
14,839
(3,209
)
14,702
(1,616
)
Net change in unrealized appreciation (depreciation) on investments and foreign currency translation:
Non-controlled/non-affiliate company investments
(11,350
)
(245
)
(4,533
)
4,743
Non-controlled affiliate company investments
4
5,658
568
5,228
Controlled affiliate company investments
(575
)
99
(511
)
171
Foreign currency translation
86
—
86
—
Net change in unrealized appreciation (depreciation) on investments and foreign currency translation
(11,835
)
5,512
(4,390
)
10,142
Net change in unrealized appreciation (depreciation) on secured borrowings
—
—
—
1
Net gain (loss) on investments, secured borrowings and foreign currency
3,004
2,303
10,312
8,527
Net increase in net assets resulting from operations
$
21,720
$
20,111
$
66,067
$
59,835
Per Common Share Data
Basic and diluted earnings per common share
$
0.36
$
0.35
$
1.11
$
1.07
Dividends and distributions declared per common share
$
0.32
$
0.32
$
1.04
$
1.21
Basic and diluted weighted average common shares outstanding
59,872,113
57,719,505
59,732,945
56,058,642
See Notes to Consolidated Financial Statements.
4
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Changes in Net Assets (unaudited)
(In thousands, except share data)
Common Stock
Paid in Capital in Excess of Par
Undistributed (Over Distribution) of Net Investment Income
Net Unrealized Appreciation (Depreciation) on Investments, Secured Borrowings and Foreign Currency Translation
Net Realized Gain (Loss) on Investments and Foreign Currency Transactions
Total Net Assets
Shares
Par Amount
Balance at September 30, 2016
55,059,067
$
55
$
855,998
$
18,832
$
13,104
$
(9,164
)
$
878,825
Issuance of common stock, net of offering and underwriting costs
(1)
3,762,500
4
69,489
—
—
—
69,493
Net increase in net assets resulting from operations
—
—
—
51,308
10,143
(1,616
)
59,835
Distributions to stockholders:
Stock issued in connection with dividend reinvestment plan
413,607
—
7,483
—
—
—
7,483
Distributions from net investment income
—
—
—
(66,278
)
—
—
(66,278
)
Distributions from net realized gain
—
—
—
—
—
(1,139
)
(1,139
)
Total increase (decrease) for the period ended June 30, 2017
4,176,107
4
76,972
(14,970
)
10,143
(2,755
)
69,394
Balance at June 30, 2017
59,235,174
$
59
$
932,970
$
3,862
$
23,247
$
(11,919
)
$
948,219
Balance at September 30, 2017
59,577,293
$
60
$
939,307
$
1,954
$
16,444
$
181
$
957,946
Issuance of common stock, net of offering and underwriting costs
—
—
—
—
—
—
—
Net increase in net assets resulting from operations
—
—
—
55,755
(4,390
)
14,702
66,067
Distributions to stockholders:
Stock issued in connection with dividend reinvestment plan
429,231
—
7,415
—
—
—
7,415
Distributions from net investment income
—
—
—
(59,127
)
—
—
(59,127
)
Distributions from net realized gain
—
—
—
—
—
(2,979
)
(2,979
)
Total increase (decrease) for the period ended June 30, 2018
429,231
—
7,415
(3,372
)
(4,390
)
11,723
11,376
Balance at June 30, 2018
60,006,524
$
60
$
946,722
$
(1,418
)
$
12,054
$
11,904
$
969,322
(1)
On March 21, 2017, Golub Capital BDC, Inc. priced a public offering of 1,750,000 shares of its common stock at a public offering price of $19.03 per share. On April 6, 2017, Golub Capital BDC, Inc. sold an additional 262,500 shares of its common stock at a public offering price of $19.03 per share pursuant to the underwriter's exercise of the option to purchase additional shares granted in connection with the public offering in March 2017. On June 6, 2017, Golub Capital BDC, Inc. entered into an agreement to sell 1,750,000 shares of its common stock pursuant to an underwritten, public offering at a price to the Company of $18.71 per share.
See Notes to Consolidated Financial Statements.
5
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
(In thousands)
Nine months ended June 30,
2018
2017
Cash flows from operating activities
Net increase in net assets resulting from operations
$
66,067
$
59,835
Adjustments to reconcile net increase in net assets resulting from operations
to net cash (used in) provided by operating activities
Amortization of deferred debt issuance costs
2,242
2,488
Accretion of discounts and amortization of premiums
(7,420
)
(6,792
)
Net realized (gain) loss on investments
(14,744
)
1,616
Net change in unrealized (appreciation) depreciation on investments
4,476
(10,142
)
Net change in unrealized appreciation (depreciation) on secured borrowings
—
(1
)
Net change in unrealized appreciation (depreciation) on foreign currency and other transactions
(86
)
—
Proceeds from (fundings of) revolving loans, net
4,334
959
Fundings of investments
(464,209
)
(461,763
)
Proceeds from principal payments and sales of portfolio investments
364,773
336,464
PIK interest
(710
)
(1,537
)
Changes in operating assets and liabilities:
Interest receivable
(192
)
64
Receivable from investments sold
—
(1,317
)
Other assets
(58
)
248
Interest payable
2,983
3,045
Management and incentive fees payable
3,534
641
Payable for investments purchased
—
5,294
Accounts payable and accrued expenses
89
192
Accrued trustee fees
(3
)
(10
)
Net cash (used in) provided by operating activities
(38,924
)
(70,716
)
Cash flows from financing activities
Borrowings on debt
414,800
419,350
Repayments of debt
(319,950
)
(400,650
)
Capitalized debt issuance costs
(1,097
)
(1,145
)
Proceeds from other short-term borrowings
9,511
—
Repayments on secured borrowings
—
(69
)
Proceeds from shares sold, net of underwriting costs
—
69,893
Offering costs paid
—
(400
)
Distributions paid
(54,691
)
(59,934
)
Net cash provided by (used in) financing activities
48,573
27,045
Net change in cash, cash equivalents, foreign currencies and restricted cash and cash equivalents
9,649
(43,671
)
Cash, cash equivalents, foreign currencies and restricted cash and cash equivalents, beginning of period
62,558
89,540
Cash, cash equivalents, foreign currencies and restricted cash and cash equivalents, end of period
$
72,207
$
45,869
Supplemental disclosure of cash flow information:
Cash paid during the period for interest
$
18,951
$
17,836
Distributions declared during the period
62,106
67,417
Supplemental disclosure of noncash operating activity:
Funding of LLC equity interests in SLF
$
—
$
(78,689
)
Proceeds from subordinated notes in SLF principal payment
—
78,689
Supplemental disclosure of noncash financing activity:
Proceeds from issuance of Class A-1-R, Class A-2-R, and Class B-R 2014 Notes
$
246,000
$
—
Redemptions of Class A-1, Class A-2, and Class B 2014 Notes
(246,000
)
—
Proceeds from issuance of Class A-Refi 2010 Notes
—
205,000
Redemptions of Class A and Class B 2010 Notes
—
(205,000
)
Stock issued in connection with dividend reinvestment plan
7,415
7,483
See Notes to Consolidated Financial Statements.
6
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited) - (continued)
(In thousands)
The following table provides a reconciliation of cash, cash equivalents, foreign currencies and restricted cash and cash equivalents reported within the Consolidated Statements of Financial Condition that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows:
As of June 30,
2018
2017
Cash and cash equivalents
$
6,814
$
12,827
Foreign currencies
111
—
Restricted cash and cash equivalents
65,282
33,042
Total cash, cash equivalents, foreign currencies and restricted cash and cash equivalents shown in the Consolidated Statements of Cash Flows
$
72,207
$
45,869
See
Note 2
. Significant Accounting Policies and Recent Accounting Updates for a description of restricted cash and cash equivalents.
See Notes to Consolidated Financial Statements.
7
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Investments
Non-controlled/non-affiliate company investments
Debt investments
Aerospace and Defense
ILC Dover, LP
#
Senior loan
L + 4.75%
(c)(f)
7.09%
12/2023
$
9,978
$
9,886
1.0
%
$
9,978
NTS Technical Systems
*^#
One stop
L + 6.25%
(a)
8.23%
6/2021
21,773
21,544
2.3
21,773
NTS Technical Systems
(5)
One stop
L + 6.25%
N/A
(6)
6/2021
—
(58
)
—
—
Tresys Technology Holdings, Inc.
(7)
One stop
L + 6.75%
(a)
8.84%
12/2018
3,899
3,845
0.1
1,170
Tresys Technology Holdings, Inc.
(7)
One stop
L + 6.75%
(a)
8.84%
12/2018
659
658
0.1
659
Tronair Parent, Inc.
^
Senior loan
L + 4.75%
(c)(f)
7.11%
9/2023
367
364
—
367
Tronair Parent, Inc.
Senior loan
L + 4.50%
(a)(c)(f)
7.33%
9/2021
55
54
—
55
Whitcraft LLC
*^
One stop
L + 6.25%
(c)
8.58%
4/2023
12,470
12,321
1.3
12,470
Whitcraft LLC
^
One stop
L + 6.25%
(c)
8.58%
4/2023
195
192
—
195
Whitcraft LLC
(5)
One stop
L + 6.25%
N/A
(6)
4/2023
—
(1
)
—
—
Whitcraft LLC
(5)
One stop
L + 6.25%
N/A
(6)
4/2023
—
(2
)
—
—
49,396
48,803
4.8
46,667
Automobile
Dent Wizard International Corporation
*
Senior loan
L + 4.00%
(a)
6.10%
4/2020
4,488
4,472
0.5
4,488
Grease Monkey International, LLC
*^
Senior loan
L + 4.75%
(a)
6.84%
11/2022
4,875
4,822
0.5
4,875
Grease Monkey International, LLC
Senior loan
L + 4.75%
(a)
6.73%
11/2022
76
76
—
76
Grease Monkey International, LLC
Senior loan
L + 4.75%
(a)
6.84%
11/2022
26
25
—
26
Grease Monkey International, LLC
(5)
Senior loan
L + 4.75%
N/A
(6)
11/2022
—
(2
)
—
—
Quick Quack Car Wash Holdings, LLC
#
One stop
L + 6.50%
(a)
8.59%
4/2023
8,773
8,668
0.9
8,686
Quick Quack Car Wash Holdings, LLC
One stop
L + 6.50%
(a)
8.57%
4/2023
50
49
—
50
Quick Quack Car Wash Holdings, LLC
(5)
One stop
L + 6.50%
N/A
(6)
4/2023
—
(6
)
—
(5
)
18,288
18,104
1.9
18,196
Beverage, Food and Tobacco
Abita Brewing Co., L.L.C.
One stop
L + 5.75%
(a)
7.84%
04/2021
7,086
7,007
0.7
7,086
Abita Brewing Co., L.L.C.
One stop
L + 5.75%
N/A
(6)
04/2021
—
—
—
—
C. J. Foods, Inc.
*^
One stop
L + 6.25%
(c)
8.58%
05/2020
8,603
8,539
0.9
8,603
C. J. Foods, Inc.
^
One stop
L + 6.25%
(c)
8.58%
05/2020
651
648
0.1
651
C. J. Foods, Inc.
One stop
L + 6.25%
(b)(c)
8.52%
05/2019
345
342
—
345
Cafe Rio Holding, Inc.
^
One stop
L + 5.75%
(a)
7.84%
09/2023
10,396
10,238
1.1
10,396
Cafe Rio Holding, Inc.
One stop
L + 5.75%
(a)
7.84%
09/2023
80
79
—
80
Cafe Rio Holding, Inc.
One stop
P + 4.75%
(f)
9.75%
09/2023
30
28
—
30
Cafe Rio Holding, Inc.
(5)
One stop
L + 5.75%
N/A
(6)
09/2023
—
(3
)
—
—
Firebirds International, LLC
*
One stop
L + 5.75%
(a)
7.82%
12/2018
1,049
1,047
0.1
1,049
Firebirds International, LLC
*
One stop
L + 5.75%
(a)
7.82%
12/2018
295
295
—
295
Firebirds International, LLC
^
One stop
L + 5.75%
(a)
7.82%
12/2018
95
95
—
95
Firebirds International, LLC
One stop
L + 5.75%
N/A
(6)
12/2018
—
—
—
—
Firebirds International, LLC
One stop
L + 5.75%
N/A
(6)
12/2018
—
—
—
—
Flavor Producers, LLC
#
Senior loan
L + 4.75%
(c)
7.07%
12/2023
2,161
2,131
0.2
2,161
Flavor Producers, LLC
Senior loan
L + 4.75%
(c)
7.09%
12/2022
2
1
—
2
FWR Holding Corporation
^
One stop
L + 6.00%
(d)
8.14%
08/2023
5,285
5,217
0.6
5,285
FWR Holding Corporation
One stop
L + 6.00%
(b)(d)
7.96%
08/2023
65
63
—
65
FWR Holding Corporation
One stop
L + 6.00%
(a)(f)
7.96%
08/2023
22
21
—
22
Global Franchise Group, LLC
*
Senior loan
L + 5.75%
(a)
7.84%
12/2019
3,306
3,285
0.3
3,306
Global Franchise Group, LLC
Senior loan
L + 5.75%
N/A
(6)
12/2019
—
—
—
—
Global ID Corporation
#
One stop
L + 6.50%
(c)
8.83%
11/2021
5,157
5,113
0.5
5,157
Global ID Corporation
One stop
L + 6.50%
(c)
8.84%
11/2021
72
70
—
72
Global ID Corporation
One stop
L + 6.50%
(c)
8.83%
11/2021
9
9
—
9
Hopdoddy Holdings, LLC
One stop
L + 8.00%
(c)
10.31%
08/2020
1,311
1,303
0.1
1,311
Hopdoddy Holdings, LLC
One stop
L + 8.00%
(c)
10.31%
08/2020
10
9
—
10
See Notes to Consolidated Financial Statements.
8
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Beverage, Food and Tobacco - (continued)
Hopdoddy Holdings, LLC
One stop
L + 8.00%
(c)
10.30%
08/2020
$
3
$
2
—
%
$
3
Mendocino Farms, LLC
(5)
One stop
L + 8.50%
N/A
(6)
06/2023
—
(2
)
—
(2
)
Mid-America Pet Food, L.L.C.
*^
One stop
L + 6.00%
(c)
8.33%
12/2021
10,780
10,684
1.1
10,780
Mid-America Pet Food, L.L.C.
(5)
One stop
L + 6.00%
N/A
(6)
12/2021
—
(1
)
—
—
NBC Intermediate, LLC^
Senior loan
L + 4.25%
(a)
6.35%
09/2023
2,119
2,101
0.2
2,119
NBC Intermediate, LLC
Senior loan
L + 4.25%
N/A
(6)
09/2023
—
—
—
—
Purfoods, LLC
One stop
L + 6.00%
(c)
8.31%
05/2021
8,379
8,260
0.9
8,379
Purfoods, LLC
One stop
N/A
7.00% PIK
05/2026
116
116
—
118
Purfoods, LLC
One stop
L + 6.00%
(a)
8.05%
05/2021
65
64
—
65
Purfoods, LLC
^
One stop
L + 6.00%
(c)
8.33%
05/2021
39
39
—
39
Purfoods, LLC
One stop
L + 6.00%
(c)
8.33%
05/2021
30
30
—
30
Purfoods, LLC
^
One stop
L + 6.00%
(c)
8.33%
05/2021
24
23
—
24
Purfoods, LLC
^
One stop
L + 6.00%
(c)
8.33%
05/2021
15
15
—
15
Purfoods, LLC
^
One stop
L + 6.00%
(c)
8.33%
05/2021
15
15
—
15
Purfoods, LLC
^
One stop
L + 6.00%
(c)
8.33%
05/2021
14
14
—
14
Purfoods, LLC
^
One stop
L + 6.00%
(c)
8.33%
05/2021
11
11
—
11
Purfoods, LLC
^
One stop
L + 6.00%
(c)
8.33%
05/2021
11
11
—
11
Purfoods, LLC
^
One stop
L + 6.00%
(c)
8.33%
05/2021
10
10
—
10
Purfoods, LLC
(5)
One stop
L + 6.00%
N/A
(6)
05/2021
—
(1
)
—
—
Rubio's Restaurants, Inc.*^
Senior loan
L + 5.25%
(c)
7.58%
10/2019
11,203
10,985
1.2
11,203
Uinta Brewing Company
^(7)
One stop
L + 8.50%
(a)
10.59%
08/2019
3,725
3,716
0.3
2,980
Uinta Brewing Company
(7)
One stop
L + 8.50%
(a)
10.59%
08/2019
693
691
0.1
547
83,282
82,320
8.4
82,391
Broadcasting and Entertainment
TouchTunes Interactive Networks, Inc.
^
Senior loan
L + 4.75%
(a)
6.84%
05/2021
1,451
1,447
0.2
1,458
Buildings and Real Estate
Brooks Equipment Company, LLC
*^
One stop
L + 5.00%
(c)
7.31%
08/2020
21,096
20,984
2.2
21,096
Brooks Equipment Company, LLC
*
One stop
L + 5.00%
(c)
7.31%
08/2020
4,478
4,457
0.5
4,478
Brooks Equipment Company, LLC
(5)
One stop
L + 5.00%
N/A
(6)
08/2020
—
(7
)
—
—
Jensen Hughes, Inc.
#
Senior loan
L + 4.50%
(a)
6.58%
03/2024
500
497
0.1
500
Jensen Hughes, Inc.
#
Senior loan
L + 4.50%
(a)
6.59%
03/2024
153
151
—
153
Jensen Hughes, Inc.
Senior loan
L + 4.50%
(a)
6.59%
03/2024
2
2
—
2
MRI Software LLC
^
One stop
L + 6.00%
(c)
8.34%
06/2023
23,743
23,186
2.5
23,743
MRI Software LLC
*^
One stop
L + 5.50%
(c)
7.84%
06/2023
13,778
13,642
1.4
13,778
MRI Software LLC
^
One stop
L + 5.50%
(c)
7.84%
06/2023
358
355
—
358
MRI Software LLC
#
One stop
L + 5.50%
(c)
7.84%
06/2023
296
293
—
296
MRI Software LLC
#
One stop
L + 5.50%
(c)
7.84%
06/2023
195
192
—
195
MRI Software LLC
^
One stop
L + 5.50%
(a)
7.56%
06/2023
165
163
—
165
MRI Software LLC
(5)
One stop
L + 5.50%
N/A
(6)
06/2023
—
(3
)
—
—
MRI Software LLC
(5)
One stop
L + 5.50%
N/A
(6)
06/2023
—
(7
)
—
—
64,764
63,905
6.7
64,764
Chemicals, Plastics and Rubber
Flexan, LLC
*
One stop
L + 5.75%
(c)
8.08%
02/2020
2,316
2,299
0.2
2,316
Flexan, LLC
^
One stop
L + 5.75%
(c)
8.08%
02/2020
1,088
1,083
0.1
1,088
Flexan, LLC
One stop
P + 4.50%
(f)
9.50%
02/2020
11
11
—
11
3,415
3,393
0.3
3,415
Diversified/Conglomerate Manufacturing
Chase Industries, Inc.
#
Senior loan
L + 4.00%
(c)
6.36%
05/2025
6,870
6,752
0.7
6,836
Chase Industries, Inc.
(5)
Senior loan
L + 4.00%
N/A
(6)
05/2023
—
(2
)
—
—
Chase Industries, Inc.
(5)
Senior loan
L + 4.00%
N/A
(6)
05/2025
—
(4
)
—
(1
)
Inventus Power, Inc.
*^
One stop
L + 6.50%
(a)
8.59%
04/2020
7,307
7,285
0.7
6,577
See Notes to Consolidated Financial Statements.
9
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Diversified/Conglomerate Manufacturing - (continued)
Inventus Power, Inc.
One stop
L + 6.50%
(a)(c)
8.68%
04/2020
$
230
$
228
—
%
$
194
Onicon Incorporated
*^#
One stop
L + 5.50%
(c)
7.83%
04/2022
18,186
18,040
1.9
18,004
Onicon Incorporated
(5)
One stop
L + 5.50%
N/A
(6)
04/2022
—
(4
)
—
(10
)
PetroChoice Holdings, Inc.
^
Senior loan
L + 5.00%
(b)(c)
7.10%
08/2022
1,737
1,702
0.2
1,737
Plex Systems, Inc.
*^
One stop
L + 7.50%
(a)(b)
9.56%
06/2020
18,797
18,612
1.9
18,797
Plex Systems, Inc.
(5)
One stop
L + 7.50%
N/A
(6)
06/2020
—
(16
)
—
—
Reladyne, Inc.
*^
Senior loan
L + 5.00%
(c)
7.31%
07/2022
16,921
16,721
1.8
16,921
Reladyne, Inc.
^
Senior loan
L + 5.00%
(c)
7.34%
07/2022
173
171
—
173
Reladyne, Inc.
Senior loan
L + 5.00%
(b)(c)
7.10%
07/2022
142
141
—
142
Reladyne, Inc.
(5)
Senior loan
L + 5.00%
N/A
(6)
07/2022
—
(3
)
—
—
Source Refrigeration & HVAC, Inc.
#
Senior loan
L + 4.75%
(c)
7.11%
04/2023
9,476
9,371
1.0
9,382
Source Refrigeration & HVAC, Inc.
Senior loan
P + 3.75%
(f)
8.75%
04/2023
67
65
—
65
Source Refrigeration & HVAC, Inc.
(5)
Senior loan
L + 4.75%
N/A
(6)
04/2023
—
(4
)
—
(4
)
Sunless Merger Sub, Inc.
#
Senior loan
L + 5.00%
(a)
7.09%
07/2019
1,381
1,385
0.1
1,381
Sunless Merger Sub, Inc.
Senior loan
P + 3.75%
(f)
8.75%
07/2019
303
303
—
303
Togetherwork Holdings, LLC
#
One stop
L + 6.50%
(a)
8.59%
03/2025
9,181
9,049
1.0
9,181
Togetherwork Holdings, LLC
One stop
L + 6.50%
(a)
8.59%
03/2025
116
114
—
116
Togetherwork Holdings, LLC
One stop
L + 6.50%
(a)
8.59%
03/2025
108
106
—
108
Togetherwork Holdings, LLC
One stop
L + 6.50%
(a)
8.59%
03/2024
63
62
—
63
Togetherwork Holdings, LLC
(5)
One stop
L + 6.50%
N/A
(6)
03/2025
—
(2
)
—
—
91,058
90,072
9.3
89,965
Diversified/Conglomerate Service
Accela, Inc.
#
One stop
L + 6.00%
(c)
8.33%
09/2023
5,261
5,189
0.5
5,261
Accela, Inc.
(5)
One stop
L + 6.00%
N/A
(6)
09/2023
—
(1
)
—
—
Agility Recovery Solutions Inc.
*^
One stop
L + 6.50%
(a)
8.59%
03/2020
13,821
13,752
1.4
13,821
Agility Recovery Solutions Inc.
(5)
One stop
L + 6.50%
N/A
(6)
03/2020
—
(3
)
—
—
Anaqua, Inc.
*^
One stop
L + 6.50%
(c)
8.86%
07/2022
6,965
6,880
0.7
6,965
Anaqua, Inc.
(5)
One stop
L + 6.50%
N/A
(6)
07/2022
—
(1
)
—
—
Apttus Corporation
One stop
L + 7.85%
(e)
10.06%
01/2023
5,627
5,400
0.6
5,627
Bazaarvoice, Inc.
#
One stop
L + 8.00%
(a)
10.09%
02/2024
8,981
8,814
0.9
8,981
Bazaarvoice, Inc.
One stop
P + 7.00%
(f)
12.00%
02/2024
30
28
—
30
Browz LLC
One stop
L + 9.50%
(a)
9.98% cash/1.50% PIK
03/2023
1,497
1,466
0.2
1,497
Browz LLC
One stop
L + 9.50%
N/A
(6)
03/2023
—
—
—
—
Centrify Corporation
One stop
L + 10.00%
(a)
12.09%
05/2023
4,843
4,796
0.5
5,061
Centrify Corporation
One stop
L + 5.50%
N/A
(6)
05/2023
—
—
—
—
Centrify Corporation
(5)
One stop
L + 10.00%
N/A
(6)
05/2023
—
(1
)
—
—
Clearwater Analytics, LLC
*^
One stop
L + 5.00%
(a)
7.09%
09/2022
8,688
8,460
0.9
8,688
Clearwater Analytics, LLC
One stop
L + 5.00%
(a)
7.08%
09/2022
5
3
—
5
Cloudbees, Inc.
One stop
L + 9.00%
(a)
10.59% cash/0.50% PIK
05/2023
1,898
1,837
0.2
1,844
Cloudbees, Inc.
One stop
L + 9.00%
N/A
(6)
05/2023
—
—
—
—
Confluence Technologies, Inc.
One stop
L + 7.50%
(a)
9.55%
03/2024
7,051
6,900
0.7
7,051
Confluence Technologies, Inc.
One stop
L + 7.50%
(a)(b)(f)
9.76%
03/2024
30
29
—
30
Connexin Software, Inc.
One stop
L + 8.50%
(a)
10.59%
02/2024
2,401
2,345
0.2
2,401
Connexin Software, Inc.
One stop
L + 8.50%
N/A
(6)
02/2024
—
—
—
—
Datto, Inc.
One stop
L + 8.00%
(a)
10.05%
12/2022
11,156
10,958
1.2
11,156
Datto, Inc.
(5)
One stop
L + 8.00%
N/A
(6)
12/2022
—
(1
)
—
—
Daxko Acquisition Corporation
*^
One stop
L + 6.50%
(a)
8.59%
09/2022
11,275
11,146
1.2
11,275
Daxko Acquisition Corporation
One stop
L + 6.50%
N/A
(6)
09/2022
—
—
—
—
Digital Guardian, Inc.
One stop
L + 9.00%
(c)
10.34% cash/1.00% PIK
06/2023
3,999
3,949
0.4
3,968
Digital Guardian, Inc.
Subordinated debt
N/A
8.00% PIK
01/2019
184
184
—
184
Digital Guardian, Inc.
One stop
L + 6.00%
N/A
(6)
06/2023
—
—
—
—
Digital Guardian, Inc.
One stop
L + 9.00%
N/A
(6)
06/2023
—
—
—
—
See Notes to Consolidated Financial Statements.
10
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Diversified/Conglomerate Service - (continued)
DISA Holdings Acquisition Subsidiary Corp.
*
Senior loan
L + 4.00%
(f)
6.69%
06/2022
$
2,006
$
1,996
0.2
%
$
1,996
DISA Holdings Acquisition Subsidiary Corp.
Senior loan
L + 4.00%
N/A
(6)
06/2022
—
—
—
—
DISA Holdings Acquisition Subsidiary Corp.
(5)
Senior loan
L + 4.00%
N/A
(6)
06/2022
—
(1
)
—
(1
)
EGD Security Systems, LLC
One stop
L + 6.25%
(c)
8.58%
06/2022
11,113
10,949
1.1
11,114
EGD Security Systems, LLC
^
One stop
L + 6.25%
(c)
8.56%
06/2022
98
97
—
98
EGD Security Systems, LLC
^
One stop
L + 6.25%
(d)
8.25%
06/2022
52
52
—
52
EGD Security Systems, LLC
One stop
L + 6.25%
(c)
8.58%
06/2022
35
34
—
35
GS Acquisitionco, Inc.
#
One stop
L + 4.75%
(a)
6.85%
05/2024
13,432
13,300
1.4
13,298
GS Acquisitionco, Inc.
One stop
L + 4.75%
(a)
6.85%
05/2024
880
871
0.1
871
GS Acquisitionco, Inc.
(5)
One stop
L + 4.75%
N/A
(6)
05/2024
—
(1
)
—
(1
)
GS Acquisitionco, Inc.
(5)
One stop
L + 4.75%
N/A
(6)
05/2024
—
(2
)
—
(2
)
HealthcareSource HR, Inc.
*
One stop
L + 6.75%
(c)
9.08%
05/2020
23,450
23,233
2.4
23,450
HealthcareSource HR, Inc.
(5)
One stop
L + 6.75%
N/A
(6)
05/2020
—
(1
)
—
—
Host Analytics, Inc.
One stop
N/A
8.50% cash/2.25% PIK
08/2021
3,151
3,110
0.3
3,151
Host Analytics, Inc.
One stop
N/A
8.50% cash/2.25% PIK
08/2021
2,641
2,534
0.3
2,641
Host Analytics, Inc.
One stop
N/A
8.50% cash/2.25% PIK
08/2021
737
728
0.1
737
Host Analytics, Inc.
(5)
One stop
N/A
8.50% cash/2.25% PIK
08/2021
3
(4
)
—
3
III US Holdings, LLC
One stop
L + 6.50%
N/A
(6)
09/2022
—
—
—
—
Imprivata, Inc.
#
Senior loan
L + 4.00%
(c)
6.33%
10/2023
13,078
12,933
1.3
13,078
Imprivata, Inc.
(5)
Senior loan
L + 4.00%
N/A
(6)
10/2023
—
(2
)
—
—
Infogix, Inc.
#
One stop
L + 6.00%
(c)
8.33%
04/2024
3,338
3,322
0.3
3,305
Infogix, Inc.
One stop
L + 6.00%
N/A
(6)
04/2024
—
—
—
—
Integration Appliance, Inc.
*^
One stop
L + 8.25%
(a)
10.23%
09/2020
16,123
16,046
1.7
16,123
Integration Appliance, Inc.
One stop
L + 8.25%
(a)
10.23%
09/2020
7,914
7,833
0.8
7,914
Integration Appliance, Inc.
One stop
L + 8.25%
(a)
10.23%
09/2020
5,396
5,346
0.6
5,396
Integration Appliance, Inc.
One stop
L + 8.25%
(a)
10.23%
09/2020
2,484
2,468
0.3
2,484
Integration Appliance, Inc.
One stop
L + 8.25%
(a)
10.23%
09/2020
924
919
0.1
924
Integration Appliance, Inc.
*
One stop
L + 8.25%
(a)
10.23%
09/2020
719
714
0.1
719
JAMF Holdings, Inc.
One stop
L + 8.00%
(c)
10.36%
11/2022
4,550
4,470
0.5
4,550
JAMF Holdings, Inc.
(5)
One stop
L + 8.00%
N/A
(6)
11/2022
—
(1
)
—
—
Maverick Bidco Inc.
*#
One stop
L + 6.25%
(c)
8.58%
04/2023
17,512
17,223
1.8
17,512
Maverick Bidco Inc.
One stop
L + 6.25%
(c)
8.61%
04/2023
168
167
—
168
Maverick Bidco Inc.
(5)
One stop
L + 6.25%
N/A
(6)
04/2023
—
(2
)
—
—
Maverick Bidco Inc.
(5)
One stop
L + 6.25%
N/A
(6)
04/2023
—
(3
)
—
—
Ministry Brands, LLC
#
Senior loan
L + 4.00%
(a)
6.10%
12/2022
868
864
0.1
864
Ministry Brands, LLC
#
Senior loan
L + 4.00%
(a)
6.10%
12/2022
497
494
0.1
494
Ministry Brands, LLC
Senior loan
L + 4.00%
N/A
(6)
12/2022
—
—
—
—
MMan Acquisition Co.
^#
One stop
L + 6.00%
(a)
8.09%
08/2023
9,750
9,626
1.0
9,750
MMan Acquisition Co.
One stop
L + 6.00%
(a)(c)
8.14%
08/2023
86
85
—
86
Net Health Acquisition Corp.
#
One stop
L + 5.50%
(a)
7.59%
12/2023
3,867
3,831
0.4
3,867
Net Health Acquisition Corp.
(5)
One stop
L + 5.50%
N/A
(6)
12/2023
—
(1
)
—
—
Netsmart Technologies, Inc.
#
Senior loan
L + 4.50%
(a)
6.57%
04/2023
1,741
1,729
0.2
1,754
Netsmart Technologies, Inc.
(5)
Senior loan
L + 4.75%
N/A
(6)
04/2023
—
(7
)
—
—
Nextech Systems, LLC
#
One stop
L + 6.00%
(a)
8.09%
03/2024
10,383
10,346
1.1
10,383
Nextech Systems, LLC
One stop
L + 6.00%
N/A
(6)
03/2024
—
—
—
—
Nexus Brands Group, Inc.
#
One stop
L + 6.00%
(c)
8.34%
11/2023
5,764
5,700
0.6
5,764
Nexus Brands Group, Inc.
One stop
L + 6.00%
(c)(f)
8.33%
11/2023
91
89
—
91
Nexus Brands Group, Inc.
One stop
L + 6.00%
(a)
8.09%
11/2023
3
2
—
3
Property Brands, Inc.
One stop
L + 6.00%
(a)
8.09%
01/2024
10,899
10,672
1.1
10,899
Property Brands, Inc.
^
One stop
L + 6.00%
(a)
8.09%
01/2024
219
217
—
219
Property Brands, Inc.
(5)
One stop
L + 6.00%
N/A
(6)
01/2024
—
(1
)
—
—
Property Brands, Inc.
(5)
One stop
L + 6.00%
N/A
(6)
01/2024
—
(1
)
—
—
See Notes to Consolidated Financial Statements.
11
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Diversified/Conglomerate Service - (continued)
Saba Software, Inc.
*^#
Senior loan
L + 4.50%
(a)
6.59%
05/2023
$
22,571
$
22,258
2.3
%
$
22,571
Saba Software, Inc.
(5)
Senior loan
L + 4.50%
N/A
(6)
05/2023
—
(2
)
—
—
Saldon Holdings, Inc.
*
Senior loan
L + 4.50%
(a)
6.59%
09/2022
775
767
0.1
775
Severin Acquisition, LLC
#
Senior loan
L + 5.38%
(c)
7.74%
07/2021
877
869
0.1
888
Severin Acquisition, LLC
#
Senior loan
L + 5.00%
(c)
7.36%
07/2021
780
773
0.1
783
Severin Acquisition, LLC
#
Senior loan
L + 5.38%
(c)
7.74%
07/2021
597
591
0.1
605
Severin Acquisition, LLC
#
Senior loan
L + 4.88%
(c)
7.24%
07/2021
284
281
—
284
Switchfly, Inc.
One stop
L + 10.00%
(c)
10.85% cash/1.50% PIK
04/2020
2,425
2,353
0.3
2,425
Switchfly, Inc.
One stop
L + 10.00%
(a)
10.57% cash/1.50% PIK
06/2018
203
203
—
203
Switchfly, Inc.
One stop
L + 10.00%
N/A
(6)
04/2020
—
—
—
—
Telesoft, LLC
*
One stop
L + 5.50%
(c)
7.81%
07/2022
4,171
4,137
0.4
4,171
Telesoft, LLC
(5)
One stop
L + 5.50%
N/A
(6)
07/2022
—
(1
)
—
—
Transaction Data Systems, Inc.
*#
One stop
L + 5.25%
(a)
7.34%
06/2021
39,149
38,970
4.0
38,968
Transaction Data Systems, Inc.
(5)
One stop
L + 5.25%
N/A
(6)
06/2021
—
(1
)
—
(1
)
Trintech, Inc.
^#
One stop
L + 6.00%
(c)
8.36%
12/2023
10,903
10,778
1.1
10,903
Trintech, Inc.
^
One stop
L + 6.00%
(c)
8.36%
12/2023
3,421
3,381
0.4
3,421
Trintech, Inc.
One stop
L + 6.00%
(c)
8.36%
12/2023
30
28
—
30
True Commerce, Inc.
^
One stop
L + 5.75%
(c)
8.08%
11/2023
5,624
5,561
0.6
5,624
True Commerce, Inc.
(5)
One stop
L + 5.75%
N/A
(6)
11/2023
—
(1
)
—
—
Valant Medical Solutions, Inc.
One stop
L + 11.00%
(a)
10.78% cash/2.25% PIK
10/2020
824
763
0.1
824
Valant Medical Solutions, Inc.
One stop
N/A
6.00% PIK
02/2020
149
149
—
210
Valant Medical Solutions, Inc.
One stop
L + 11.00%
(a)
10.78% cash/2.25% PIK
10/2020
10
10
—
10
Velocity Technology Solutions, Inc.
#
One stop
L + 6.00%
(c)
8.33%
12/2023
8,248
8,117
0.9
8,248
Velocity Technology Solutions, Inc.
(5)
One stop
L + 6.00%
N/A
(6)
12/2023
—
(1
)
—
—
Vendavo, Inc.
One stop
L + 8.50%
(b)
10.67%
10/2022
28,936
28,411
3.0
28,647
Vendavo, Inc.
(5)
One stop
L + 8.50%
N/A
(6)
10/2022
—
(10
)
—
(13
)
Vendor Credentialing Service LLC
^
One stop
L + 6.00%
(a)
8.09%
11/2021
12,146
11,966
1.3
12,146
Vendor Credentialing Service LLC
(5)
One stop
L + 6.00%
N/A
(6)
11/2021
—
(1
)
—
—
Verisys Corporation
*
One stop
L + 7.75%
(c)
10.08%
01/2023
3,896
3,851
0.4
3,896
Verisys Corporation
(5)
One stop
L + 7.75%
N/A
(6)
01/2023
—
(1
)
—
—
Workforce Software, LLC
^
One stop
L + 10.50%
(c)
5.84% cash/7.00% PIK
06/2021
5,633
5,611
0.6
5,633
Workforce Software, LLC
One stop
L + 10.50%
(c)
5.84% cash/7.00% PIK
06/2021
23
23
—
23
419,359
413,935
43.4
418,908
Ecological
Pace Analytical Services, LLC
One stop
L + 6.25%
(a)
8.34%
09/2022
15,229
14,932
1.6
15,229
Pace Analytical Services, LLC
^
One stop
L + 6.25%
(a)
8.34%
09/2022
1,416
1,399
0.2
1,416
Pace Analytical Services, LLC
*
One stop
L + 6.25%
(a)
8.34%
09/2022
346
342
—
346
Pace Analytical Services, LLC
^
One stop
L + 6.25%
(a)
8.33%
09/2022
119
117
—
119
Pace Analytical Services, LLC
One stop
L + 6.25%
(a)
8.33%
09/2022
91
90
—
91
Pace Analytical Services, LLC
(5)
One stop
L + 6.25%
N/A
(6)
09/2022
—
(3
)
—
—
WRE Holding Corp.
*
Senior loan
L + 4.75%
(a)
6.84%
01/2023
1,011
1,001
0.1
1,011
WRE Holding Corp.
Senior loan
L + 4.75%
(a)
6.84%
01/2023
43
42
—
43
WRE Holding Corp.
Senior loan
L + 4.75%
(a)
6.84%
01/2023
17
17
—
17
WRE Holding Corp.
Senior loan
L + 4.75%
(c)
7.08%
01/2023
5
5
—
5
18,277
17,942
1.9
18,277
Electronics
Appriss Holdings, Inc.
*^#
One stop
L + 6.00%
(c)
8.33%
11/2020
22,268
22,075
2.3
22,268
Appriss Holdings, Inc.
(5)
One stop
L + 6.00%
N/A
(6)
11/2020
—
(23
)
—
—
Compusearch Software Holdings, Inc.
*^
Senior loan
L + 4.25%
(c)
6.58%
05/2021
2,072
2,070
0.2
2,073
Diligent Corporation
#
One stop
L + 5.50%
(c)
7.94%
04/2022
26,198
25,902
2.7
26,198
Diligent Corporation
#
One stop
L + 5.50%
(c)
7.94%
04/2022
4,891
4,824
0.5
4,891
See Notes to Consolidated Financial Statements.
12
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Electronics - (continued)
Diligent Corporation
*
One stop
L + 5.50%
(d)
7.94%
04/2022
$
4,802
$
4,705
0.5
%
$
4,802
Diligent Corporation
*^
One stop
L + 5.50%
(d)
7.94%
04/2022
2,628
2,590
0.3
2,628
Diligent Corporation
One stop
L + 5.50%
(d)
7.98%
04/2022
102
102
—
102
Diligent Corporation
(5)
One stop
L + 5.50%
N/A
(6)
04/2022
—
(1
)
—
—
Diligent Corporation
(5)
One stop
L + 5.50%
N/A
(6)
04/2022
—
(3
)
—
—
Gamma Technologies, LLC
*^#
One stop
L + 5.50%
(a)
7.59%
06/2024
21,532
21,342
2.2
21,343
Gamma Technologies, LLC
One stop
L + 5.50%
(a)
7.60%
06/2024
20
19
—
20
SEI, Inc.
*
Senior loan
L + 5.25%
(a)
7.34%
07/2023
5,491
5,439
0.6
5,491
Sloan Company, Inc., The
#
One stop
L + 7.25%
(c)
9.58%
04/2020
6,426
6,378
0.6
5,783
Sloan Company, Inc., The
One stop
L + 7.25%
(c)
9.58%
04/2020
429
429
—
386
Sloan Company, Inc., The
One stop
L + 7.25%
(c)
9.60%
04/2020
50
50
—
45
Sovos Compliance
*^
One stop
L + 6.00%
(a)
8.09%
03/2022
9,257
9,140
1.0
9,257
Sovos Compliance
^
One stop
L + 6.00%
(a)
8.09%
03/2022
1,557
1,538
0.2
1,557
Sovos Compliance
One stop
L + 6.00%
N/A
(6)
03/2022
—
—
—
—
Sovos Compliance
(5)
One stop
L + 6.00%
N/A
(6)
03/2022
—
(2
)
—
—
Watchfire Enterprises, Inc.
Second lien
L + 8.00%
(c)
10.33%
10/2021
9,435
9,330
1.0
9,435
117,158
115,904
12.1
116,279
Grocery
MyWebGrocer, Inc.
*
One stop
L + 5.00%
(d)
7.52%
09/2018
14,271
14,226
1.5
14,271
Healthcare, Education and Childcare
Active Day, Inc.
One stop
L + 6.00%
(a)
8.09%
12/2021
13,299
13,090
1.4
13,299
Active Day, Inc.
^
One stop
L + 6.00%
(a)
8.09%
12/2021
1,026
1,016
0.1
1,026
Active Day, Inc.
*
One stop
L + 6.00%
(a)
8.09%
12/2021
661
656
0.1
661
Active Day, Inc.
*
One stop
L + 6.00%
(a)
8.09%
12/2021
457
452
0.1
457
Active Day, Inc.
(5)
One stop
L + 6.00%
N/A
(6)
12/2021
—
(1
)
—
—
Acuity Eyecare Holdings, LLC
One stop
L + 6.75%
(b)
8.87%
03/2022
2,564
2,516
0.3
2,564
Acuity Eyecare Holdings, LLC
One stop
L + 6.75%
(b)
8.85%
03/2022
204
179
—
204
Acuity Eyecare Holdings, LLC
^
One stop
L + 6.75%
(b)
8.87%
03/2022
150
148
—
150
Acuity Eyecare Holdings, LLC
(5)
One stop
L + 6.75%
N/A
(6)
03/2022
—
(1
)
—
—
ADCS Clinics Intermediate Holdings, LLC
One stop
L + 5.75%
(b)
7.92%
05/2022
21,119
20,665
2.1
20,697
ADCS Clinics Intermediate Holdings, LLC
*
One stop
L + 5.75%
(b)
7.92%
05/2022
107
106
—
105
ADCS Clinics Intermediate Holdings, LLC
One stop
L + 5.75%
(b)
7.92%
05/2022
83
82
—
81
ADCS Clinics Intermediate Holdings, LLC
One stop
L + 5.75%
(b)(f)
8.34%
05/2022
65
64
—
63
ADCS Clinics Intermediate Holdings, LLC
*
One stop
L + 5.75%
(b)
7.92%
05/2022
32
31
—
31
Agilitas USA, Inc.
#
One stop
L + 6.25%
(c)
8.56%
04/2022
8,375
8,312
0.8
8,208
Agilitas USA, Inc.
One stop
L + 6.25%
(c)
8.56%
04/2022
10
10
—
8
Agilitas USA, Inc.
(5)
One stop
L + 6.25%
N/A
(6)
04/2022
—
(1
)
—
—
Aris Teleradiology Company, LLC
*
Senior loan
L + 5.50%
(d)
8.00%
03/2021
2,693
2,677
0.2
1,750
Aris Teleradiology Company, LLC
Senior loan
L + 5.50%
(c)
7.83%
03/2021
124
123
—
64
Avalign Technologies, Inc.
^
Senior loan
L + 4.50%
(a)
6.60%
07/2021
1,416
1,413
0.2
1,416
BIORECLAMATIONIVT, LLC
*^#
One stop
L + 5.75%
(a)
7.84%
01/2021
16,895
16,745
1.7
16,895
BIORECLAMATIONIVT, LLC
One stop
P + 4.75%
(f)
9.75%
01/2021
100
99
—
100
California Cryobank, LLC
^
One stop
L + 5.50%
(c)
7.83%
08/2019
1,434
1,430
0.1
1,434
California Cryobank, LLC
^
One stop
L + 5.50%
(c)
7.83%
08/2019
549
545
0.1
549
California Cryobank, LLC
^
One stop
L + 5.50%
(c)
7.83%
08/2019
182
182
—
182
California Cryobank, LLC
One stop
L + 5.50%
(c)
7.82%
08/2019
99
98
—
99
California Cryobank, LLC
One stop
L + 5.50%
N/A
(6)
08/2019
—
—
—
—
CLP Healthcare Services, Inc.
^
Senior loan
L + 5.50%
(a)
7.59%
12/2020
3,894
3,865
0.4
3,816
Curo Health Services LLC
#
Senior loan
P + 3.00%
(f)
8.00%
02/2022
3,248
3,238
0.3
3,256
DCA Investment Holding, LLC
*^#
One stop
L + 5.25%
(c)
7.58%
07/2021
18,631
18,423
1.9
18,631
DCA Investment Holding, LLC
*^#
One stop
L + 5.25%
(c)
7.58%
07/2021
13,365
13,275
1.4
13,365
See Notes to Consolidated Financial Statements.
13
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Healthcare, Education and Childcare - (continued)
DCA Investment Holding, LLC
#
One stop
L + 5.25%
(c)
7.58%
07/2021
$
2,456
$
2,425
0.3
%
$
2,456
DCA Investment Holding, LLC
One stop
L + 5.25%
(c)
7.58%
07/2021
152
150
—
152
DCA Investment Holding, LLC
One stop
L + 5.25%
(c)
7.58%
07/2021
47
47
—
47
DCA Investment Holding, LLC
One stop
L + 5.25%
(c)
7.58%
07/2021
26
16
—
26
DCA Investment Holding, LLC
(5)
One stop
L + 5.25%
N/A
(6)
07/2021
—
(9
)
—
—
Deca Dental Management LLC
*^
One stop
L + 6.25%
(c)
8.58%
07/2020
4,074
4,048
0.4
4,074
Deca Dental Management LLC
One stop
L + 6.25%
(a)(c)
8.47%
07/2020
496
493
0.1
496
Deca Dental Management LLC
One stop
L + 6.25%
(a)
8.34%
07/2020
50
50
—
50
Deca Dental Management LLC
(5)
One stop
L + 6.25%
N/A
(6)
07/2020
—
(2
)
—
—
Dental Holdings Corporation
One stop
L + 5.50%
(d)
8.02%
02/2020
7,142
7,070
0.7
7,142
Dental Holdings Corporation
One stop
L + 5.50%
(d)
8.02%
02/2020
1,133
1,125
0.1
1,133
Dental Holdings Corporation
One stop
L + 5.50%
(a)(b)(f)
7.54%
02/2020
441
433
0.1
441
Elite Dental Partners LLC
#
One stop
L + 5.25%
(c)
7.58%
06/2023
12,305
12,122
1.3
12,181
Elite Dental Partners LLC
One stop
P + 4.25%
(f)
9.25%
06/2023
10
9
—
9
Elite Dental Partners LLC
(5)
One stop
L + 5.25%
N/A
(6)
06/2023
—
(15
)
—
(10
)
ERG Buyer, LLC
#
One stop
L + 5.50%
(c)
7.83%
05/2024
13,216
13,021
1.3
13,083
ERG Buyer, LLC
(5)
One stop
L + 5.50%
N/A
(6)
05/2024
—
(2
)
—
(2
)
ERG Buyer, LLC
(5)
One stop
L + 5.50%
N/A
(6)
05/2024
—
(11
)
—
(8
)
eSolutions, Inc.
*^
One stop
L + 6.50%
(c)
8.83%
03/2022
19,098
18,855
2.0
19,098
eSolutions, Inc.
(5)
One stop
L + 6.50%
N/A
(6)
03/2022
—
(1
)
—
—
Excelligence Learning Corporation
^
One stop
L + 6.00%
(a)
8.09%
04/2023
4,817
4,778
0.5
4,721
Eyecare Services Partners Holdings LLC
One stop
L + 6.25%
(c)
8.58%
05/2023
7,946
7,768
0.8
7,946
Eyecare Services Partners Holdings LLC
One stop
L + 6.25%
(c)
8.58%
05/2023
577
567
0.1
577
Eyecare Services Partners Holdings LLC
One stop
L + 6.25%
(c)
8.58%
05/2023
356
354
—
356
Eyecare Services Partners Holdings LLC
One stop
L + 6.25%
(c)
8.58%
05/2023
173
172
—
173
Eyecare Services Partners Holdings LLC
One stop
P + 5.25%
(f)
10.25%
05/2023
85
82
—
85
Eyecare Services Partners Holdings LLC
One stop
L + 6.25%
(c)
8.58%
05/2023
58
57
—
58
Eyecare Services Partners Holdings LLC
One stop
L + 6.25%
(c)
8.58%
05/2023
51
50
—
51
Eyecare Services Partners Holdings LLC
One stop
L + 6.25%
(c)
8.58%
05/2023
33
28
—
33
Eyecare Services Partners Holdings LLC
One stop
L + 6.25%
(c)
8.58%
05/2023
32
26
—
32
G & H Wire Company, Inc.
^
One stop
L + 5.75%
(a)
7.84%
09/2023
5,600
5,539
0.6
5,600
G & H Wire Company, Inc.
(5)
One stop
L + 5.50%
N/A
(6)
09/2022
—
(1
)
—
—
Immucor, Inc.
#
Senior loan
L + 5.00%
(a)
7.09%
06/2021
1,601
1,598
0.2
1,624
Joerns Healthcare, LLC
*^
One stop
L + 6.00%
(c)
8.31%
05/2020
3,497
3,472
0.3
3,229
Kareo, Inc.
One stop
L + 9.00%
(a)
11.09%
06/2022
4,518
4,337
0.5
4,518
Kareo, Inc.
One stop
L + 9.00%
(a)
11.09%
06/2022
332
327
—
332
Kareo, Inc.
One stop
L + 9.00%
N/A
(6)
06/2022
—
—
—
—
Katena Holdings, Inc.
^
One stop
L + 6.75%
(c)
9.08%
06/2021
8,545
8,483
0.9
8,374
Katena Holdings, Inc.
^
One stop
L + 6.75%
(c)
9.08%
06/2021
835
829
0.1
818
Katena Holdings, Inc.
#
One stop
L + 6.75%
(c)
9.08%
06/2021
569
563
0.1
558
Katena Holdings, Inc.
One stop
P + 5.75%
(f)
10.75%
06/2021
100
99
—
98
Lombart Brothers, Inc.
^
One stop
L + 6.75%
(c)
9.08%
04/2022
3,602
3,526
0.4
3,602
Lombart Brothers, Inc.
^(8)
One stop
L + 6.75%
(c)
9.08%
04/2022
1,652
1,627
0.2
1,652
Lombart Brothers, Inc.
One stop
L + 6.75%
N/A
(6)
04/2022
—
—
—
—
Lombart Brothers, Inc.
(5)
One stop
L + 6.75%
N/A
(6)
04/2022
—
(1
)
—
—
Maverick Healthcare Group, LLC
*
Senior loan
L + 7.50%
(a)
7.59% cash/2.00% PIK
12/2017
1,388
1,388
0.1
1,388
MWD Management, LLC & MWD Services, Inc.
#
One stop
L + 5.25%
(c)
7.58%
06/2023
5,881
5,819
0.6
5,881
MWD Management, LLC & MWD Services, Inc.
^
One stop
L + 5.25%
(c)
7.58%
06/2023
229
228
—
229
MWD Management, LLC & MWD Services, Inc.
(5)
One stop
L + 5.25%
N/A
(6)
06/2022
—
(1
)
—
—
MWD Management, LLC & MWD Services, Inc.
(5)
One stop
L + 5.25%
N/A
(6)
06/2023
—
(3
)
—
—
Oliver Street Dermatology Holdings, LLC
One stop
L + 6.25%
(c)
8.58%
05/2022
9,362
9,167
1.0
9,362
Oliver Street Dermatology Holdings, LLC
One stop
L + 6.25%
(c)
8.58%
05/2022
944
931
0.1
944
See Notes to Consolidated Financial Statements.
14
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Healthcare, Education and Childcare - (continued)
Oliver Street Dermatology Holdings, LLC
One stop
L + 6.25%
(c)
8.60%
05/2022
$
212
$
209
—
%
$
212
Oliver Street Dermatology Holdings, LLC
*
One stop
L + 6.25%
(c)
8.58%
05/2022
210
208
—
210
Oliver Street Dermatology Holdings, LLC
^
One stop
L + 6.25%
(c)
8.58%
05/2022
151
149
—
151
Oliver Street Dermatology Holdings, LLC
One stop
L + 6.25%
(c)
8.58%
05/2022
116
115
—
116
Oliver Street Dermatology Holdings, LLC
^
One stop
L + 6.25%
(c)
8.58%
05/2022
90
90
—
90
Oliver Street Dermatology Holdings, LLC
^
One stop
L + 6.25%
(c)
8.58%
05/2022
46
45
—
46
Oliver Street Dermatology Holdings, LLC
*
One stop
L + 6.25%
(c)
8.58%
05/2022
42
41
—
42
Oliver Street Dermatology Holdings, LLC
^
One stop
L + 6.25%
(c)
8.58%
05/2022
32
32
—
32
Oliver Street Dermatology Holdings, LLC
^
One stop
L + 6.25%
(c)
8.58%
05/2022
30
29
—
30
Oliver Street Dermatology Holdings, LLC
One stop
L + 6.25%
(c)(f)
8.87%
05/2022
20
18
—
20
ONsite Mammography, LLC
One stop
L + 6.75%
(a)
8.84%
11/2023
3,072
3,009
0.3
3,072
ONsite Mammography, LLC
One stop
L + 6.75%
(d)
8.93%
11/2023
16
15
—
16
ONsite Mammography, LLC
(5)
One stop
L + 6.75%
N/A
(6)
11/2023
—
(1
)
—
—
Pinnacle Treatment Centers, Inc.
One stop
L + 6.25%
(c)
8.61%
08/2021
9,904
9,735
1.0
9,904
Pinnacle Treatment Centers, Inc.
^
One stop
L + 6.25%
(c)
8.61%
08/2021
55
54
—
55
Pinnacle Treatment Centers, Inc.
One stop
L + 6.25%
(c)(f)
8.81%
08/2021
35
34
—
35
Pinnacle Treatment Centers, Inc.
(5)
One stop
L + 6.25%
N/A
(6)
08/2021
—
(1
)
—
—
PPT Management Holdings, LLC
(7)
One stop
P + 7.00%
(f)
12.00%
12/2022
10,171
9,996
0.8
7,628
PPT Management Holdings, LLC
(7)
One stop
P + 7.00%
(f)
12.00%
12/2022
200
197
—
150
PPT Management Holdings, LLC
(7)
One stop
P + 7.00%
(f)
12.00%
12/2022
135
135
—
101
PPT Management Holdings, LLC
(7)
One stop
P + 7.00%
(f)
12.00%
12/2022
81
81
—
60
PPT Management Holdings, LLC
(5)(7)
One stop
L + 6.00%
(c)(f)
8.88%
12/2022
39
29
—
(33
)
Premise Health Holding Corp.
*^#
One stop
L + 4.50%
(c)
6.83%
06/2020
14,700
14,657
1.5
14,700
Premise Health Holding Corp.
(5)
One stop
L + 4.50%
N/A
(6)
06/2020
—
(9
)
—
—
Radiology Partners, Inc.
^#
One stop
P + 4.75%
(f)
9.75%
12/2023
28,990
28,880
3.0
28,990
Radiology Partners, Inc.
One stop
P + 4.75%
(f)
9.75%
12/2023
343
340
—
343
Reliant Pro ReHab, LLC
*
Senior loan
L + 5.00%
(a)
12.09%
12/2018
2,416
2,414
0.2
2,416
Reliant Pro ReHab, LLC
Senior loan
P + 4.00%
(f)
9.00%
12/2018
498
498
0.1
498
Riverchase MSO, LLC
#
Senior loan
L + 5.25%
(c)
7.58%
10/2022
4,943
4,889
0.5
4,943
Riverchase MSO, LLC
Senior loan
L + 5.25%
(c)
7.59%
10/2022
44
43
—
44
RXH Buyer Corporation
*^
One stop
L + 5.75%
(c)
8.08%
09/2021
17,127
16,944
1.8
17,127
RXH Buyer Corporation
*
One stop
L + 5.75%
(c)
8.08%
09/2021
1,938
1,918
0.2
1,938
RXH Buyer Corporation
One stop
P + 4.75%
(c)(f)
9.03%
09/2021
92
90
—
92
SLMP, LLC
^
One stop
L + 6.00%
(a)
8.09%
05/2023
7,563
7,418
0.8
7,563
SLMP, LLC
^
One stop
L + 6.00%
(a)
8.09%
05/2023
299
295
—
299
SLMP, LLC
One stop
N/A
7.50% PIK
05/2027
90
90
—
90
SLMP, LLC
(5)
One stop
L + 6.00%
N/A
(6)
05/2023
—
(1
)
—
—
SLMP, LLC
(5)
One stop
L + 6.00%
N/A
(6)
05/2023
—
(1
)
—
—
Spear Education, LLC
^
One stop
L + 6.25%
(c)
8.56%
08/2019
4,609
4,595
0.5
4,609
Spear Education, LLC
One stop
L + 6.25%
(c)
8.56%
08/2019
74
74
—
74
Spear Education, LLC
One stop
L + 6.25%
N/A
(6)
08/2019
—
—
—
—
Summit Behavioral Healthcare, LLC
^
Senior loan
L + 4.75%
(c)
7.05%
10/2023
8,799
8,682
0.9
8,799
Summit Behavioral Healthcare, LLC
Senior loan
L + 4.75%
(c)
7.07%
10/2023
65
63
—
65
Summit Behavioral Healthcare, LLC
(5)
Senior loan
L + 4.75%
N/A
(6)
10/2023
—
(3
)
—
—
WHCG Management, LLC
#
Senior loan
L + 5.00%
(c)
7.33%
03/2023
2,376
2,353
0.2
2,376
WHCG Management, LLC
Senior loan
L + 5.00%
(c)
7.31%
03/2023
50
49
—
50
WHCG Management, LLC
(5)
Senior loan
L + 4.75%
N/A
(6)
03/2023
—
(2
)
—
—
WIRB-Copernicus Group, Inc.
*^
Senior loan
L + 4.25%
(a)
6.34%
08/2022
10,929
10,856
1.1
10,929
WIRB-Copernicus Group, Inc.
(5)
Senior loan
L + 4.25%
N/A
(6)
08/2022
—
(1
)
—
—
WIRB-Copernicus Group, Inc.
(5)
Senior loan
L + 4.25%
N/A
(6)
08/2022
—
(2
)
—
—
364,813
360,418
36.9
359,602
See Notes to Consolidated Financial Statements.
15
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Home and Office Furnishings, Housewares, and Durable Consumer
1A Smart Start LLC
*
Senior loan
L + 4.50%
(a)
6.59%
02/2022
$
549
$
548
0.1
%
$
551
CST Buyer Company
^
One stop
L + 5.00%
(d)
7.45%
03/2023
2,433
2,375
0.3
2,433
CST Buyer Company
(5)
One stop
L + 5.00%
N/A
(6)
03/2023
—
(1
)
—
—
Plano Molding Company, LLC
*^#
One stop
L + 8.00%
(a)
10.09%
05/2021
13,065
12,932
1.3
12,543
16,047
15,854
1.7
15,527
Hotels, Motels, Inns, and Gaming
Aimbridge Hospitality, LLC
*^
One stop
L + 5.00%
(a)
7.09%
06/2022
9,966
9,827
1.0
9,816
Aimbridge Hospitality, LLC
*#
One stop
L + 5.00%
(a)
7.09%
06/2022
4,842
4,772
0.5
4,770
Aimbridge Hospitality, LLC
#
One stop
L + 5.00%
(a)
7.09%
06/2022
807
795
0.1
795
Aimbridge Hospitality, LLC
One stop
L + 5.00%
(a)
7.09%
06/2022
16
15
—
16
Aimbridge Hospitality, LLC
(5)
One stop
L + 5.00%
N/A
(6)
06/2022
—
(1
)
—
(1
)
15,631
15,408
1.6
15,396
Insurance
Captive Resources Midco, LLC
*^#
One stop
L + 6.00%
(a)
8.09%
12/2021
34,819
34,375
3.6
34,819
Captive Resources Midco, LLC
(5)
One stop
L + 6.00%
N/A
(6)
12/2021
—
(20
)
—
—
Captive Resources Midco, LLC
(5)
One stop
L + 6.00%
N/A
(6)
12/2021
—
(25
)
—
—
Internet Pipeline, Inc.
One stop
L + 7.25%
(a)
9.35%
08/2022
4,809
4,721
0.5
4,880
Internet Pipeline, Inc.
*
One stop
L + 6.25%
(a)
8.34%
08/2022
2,082
2,065
0.2
2,043
Internet Pipeline, Inc.
*
One stop
L + 6.25%
(a)
8.34%
08/2022
788
782
0.1
773
Internet Pipeline, Inc.
One stop
L + 7.25%
N/A
(6)
08/2021
—
—
—
1
RSC Acquisition, Inc.
#
Senior loan
L + 4.25%
(c)(d)(f)
6.75%
11/2022
1,615
1,605
0.2
1,615
RSC Acquisition, Inc.
Senior loan
L + 4.25%
(d)
6.75%
11/2021
42
42
—
42
RSC Acquisition, Inc.
(5)
Senior loan
L + 4.25%
N/A
(6)
11/2022
—
(2
)
—
—
44,155
43,543
4.6
44,173
Leisure, Amusement, Motion Pictures, Entertainment
NFD Operating, LLC
#
One stop
L + 7.00%
(a)
8.98%
06/2021
2,307
2,287
0.2
2,307
NFD Operating, LLC
One stop
L + 7.00%
N/A
(6)
06/2021
—
—
—
—
PADI Holdco, Inc.
(8)(17)(18)
One stop
E + 5.75%
(g)
5.75%
04/2023
9,616
9,616
1.0
9,401
PADI Holdco, Inc.
*
One stop
L + 5.75%
(a)
7.85%
04/2023
9,701
9,478
1.0
9,701
PADI Holdco, Inc.
One stop
L + 5.75%
(a)
7.85%
04/2022
102
101
—
102
Self Esteem Brands, LLC
*^
Senior loan
L + 4.75%
(a)
6.84%
02/2020
16,440
16,378
1.7
16,440
Self Esteem Brands, LLC
(5)
Senior loan
L + 4.75%
N/A
(6)
02/2020
—
(3
)
—
—
Sunshine Sub, LLC
#
One stop
L + 4.75%
(a)
6.84%
05/2024
7,740
7,588
0.8
7,585
Sunshine Sub, LLC
(5)
One stop
L + 4.75%
N/A
(6)
05/2024
—
(1
)
—
(1
)
Sunshine Sub, LLC
(5)
One stop
L + 4.75%
N/A
(6)
05/2024
—
(3
)
—
(3
)
Teaching Company, The
One stop
L + 7.00%
(a)(c)
9.31%
08/2020
18,691
18,572
1.9
18,691
Teaching Company, The
One stop
L + 7.00%
(c)(f)
9.58%
08/2020
95
94
—
95
Titan Fitness, LLC
*
One stop
L + 6.50%
(a)
8.48%
09/2019
12,985
12,923
1.3
12,985
Titan Fitness, LLC
*
One stop
L + 6.50%
(a)
8.48%
09/2019
1,959
1,953
0.2
1,959
Titan Fitness, LLC
*
One stop
L + 6.50%
(a)
8.48%
09/2019
1,720
1,715
0.2
1,720
Titan Fitness, LLC
^
One stop
L + 6.50%
(a)
8.48%
09/2019
929
920
0.1
929
Titan Fitness, LLC
(5)
One stop
L + 6.50%
N/A
(6)
09/2019
—
(5
)
—
—
82,285
81,613
8.4
81,911
Oil and Gas
Drilling Info, Inc.
*^#
One stop
L + 5.50%
(b)
7.67%
06/2020
14,408
14,319
1.5
14,408
Drilling Info, Inc.
One stop
L + 5.75%
N/A
(6)
06/2020
—
—
—
—
14,408
14,319
1.5
14,408
Personal and Non Durable Consumer Products (Mfg. Only)
Georgica Pine Clothiers, LLC
One stop
L + 5.50%
(c)
7.83%
11/2021
5,635
5,572
0.6
5,635
Georgica Pine Clothiers, LLC
^
One stop
L + 5.50%
(c)
7.83%
11/2021
491
488
0.1
491
Georgica Pine Clothiers, LLC
*
One stop
L + 5.50%
(c)
7.83%
11/2021
344
342
—
344
See Notes to Consolidated Financial Statements.
16
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Personal and Non Durable Consumer Products (Mfg. Only)
Georgica Pine Clothiers, LLC
One stop
L + 5.50%
(c)
7.83%
11/2021
$
33
$
32
—
%
$
33
IMPLUS Footwear, LLC
One stop
L + 6.75%
(a)
8.84%
04/2021
10,226
10,114
1.1
10,226
IMPLUS Footwear, LLC
One stop
L + 6.75%
(a)
8.84%
04/2021
1,800
1,781
0.2
1,800
Massage Envy, LLC
*^#
One stop
L + 6.75%
(c)(f)
9.06%
09/2020
34,923
34,691
3.6
34,923
Massage Envy, LLC
^
One stop
L + 6.75%
(c)(f)
9.08%
09/2020
99
98
—
99
Massage Envy, LLC
^
One stop
L + 6.75%
(c)(f)
9.08%
09/2020
48
48
—
48
Massage Envy, LLC
One stop
L + 6.75%
(c)
9.08%
09/2020
42
41
—
42
Massage Envy, LLC
^
One stop
L + 6.75%
(c)(f)
9.07%
09/2020
40
40
—
40
Massage Envy, LLC
^
One stop
L + 6.75%
(c)(f)
9.11%
09/2020
38
38
—
38
Massage Envy, LLC
^
One stop
L + 6.75%
(c)(f)
9.07%
09/2020
35
34
—
35
Massage Envy, LLC
^
One stop
L + 6.75%
(c)(f)
9.10%
09/2020
19
19
—
19
Massage Envy, LLC
^
One stop
L + 6.75%
(c)(f)
9.10%
09/2020
15
15
—
15
Massage Envy, LLC
(5)
One stop
L + 6.75%
N/A
(6)
09/2020
—
(1
)
—
—
Massage Envy, LLC
(5)
One stop
L + 6.75%
N/A
(6)
09/2020
—
(7
)
—
—
Orthotics Holdings, Inc.
*#
One stop
L + 5.50%
(a)
7.59%
02/2020
8,226
8,180
0.8
8,062
Orthotics Holdings, Inc.
*#(8)
One stop
L + 5.50%
(a)
7.59%
02/2020
1,348
1,341
0.1
1,322
Orthotics Holdings, Inc.
(5)(8)
One stop
L + 5.50%
N/A
(6)
02/2020
—
(1
)
—
—
Orthotics Holdings, Inc.
(5)
One stop
L + 5.50%
N/A
(6)
02/2020
—
(7
)
—
(4
)
Team Technologies Acquisition Company
^
Senior loan
L + 5.00%
(c)(f)
7.36%
12/2018
4,253
4,252
0.4
4,243
Team Technologies Acquisition Company
*
Senior loan
L + 5.50%
(c)(f)
7.86%
12/2018
784
783
0.1
794
Team Technologies Acquisition Company
Senior loan
P + 3.75%
(f)
8.75%
12/2018
72
72
—
72
68,471
67,965
7.0
68,277
Personal, Food and Miscellaneous Services
Captain D's, LLC
^
Senior loan
L + 4.50%
(a)
6.57%
12/2023
3,975
3,921
0.4
3,975
Captain D's, LLC
Senior loan
L + 4.50%
(a)
6.57%
12/2023
7
6
—
7
Community Veterinary Partners, LLC
^
One stop
L + 5.50%
(b)
7.60%
10/2021
283
281
—
283
Community Veterinary Partners, LLC
*
One stop
L + 5.50%
(b)
7.60%
10/2021
99
98
—
99
Community Veterinary Partners, LLC
(5)
One stop
L + 5.50%
N/A
(6)
10/2021
—
(4
)
—
—
PPV Intermediate Holdings II, LLC
One stop
N/A
7.90% PIK
05/2023
2
2
—
2
PPV Intermediate Holdings II, LLC
(5)
One stop
L + 5.00%
N/A
(6)
05/2023
—
(1
)
—
(1
)
PPV Intermediate Holdings II, LLC
(5)
One stop
L + 5.00%
N/A
(6)
05/2020
—
(7
)
—
(8
)
Ruby Slipper Cafe LLC, The
One stop
L + 7.50%
(c)
9.86%
01/2023
1,038
1,029
0.1
1,038
Ruby Slipper Cafe LLC, The
One stop
L + 7.50%
(c)
9.86%
01/2023
5
4
—
5
Ruby Slipper Cafe LLC, The
One stop
L + 7.50%
N/A
(6)
01/2023
—
—
—
—
Southern Veterinary Partners, LLC
#
One stop
L + 5.50%
(a)
7.59%
05/2025
3,880
3,819
0.4
3,880
Southern Veterinary Partners, LLC
One stop
L + 5.50%
(a)
7.59%
05/2025
232
229
—
232
Southern Veterinary Partners, LLC
One stop
L + 5.50%
(a)
7.59%
05/2025
173
171
—
173
Southern Veterinary Partners, LLC
One stop
L + 5.50%
(a)
7.59%
05/2023
88
86
—
88
Southern Veterinary Partners, LLC
One stop
L + 5.50%
(a)
7.59%
05/2025
77
76
—
77
Southern Veterinary Partners, LLC
One stop
L + 5.50%
(a)
7.59%
05/2025
67
66
—
67
Southern Veterinary Partners, LLC
One stop
L + 5.50%
(a)
7.59%
05/2025
50
48
—
50
Southern Veterinary Partners, LLC
(5)
One stop
L + 5.50%
N/A
(6)
05/2025
—
(3
)
—
—
Southern Veterinary Partners, LLC
(5)
One stop
L + 5.50%
N/A
(6)
05/2025
—
(10
)
—
(10
)
Vetcor Professional Practices LLC
*^#
One stop
P + 5.25%
(f)
10.25%
04/2021
28,530
28,214
2.9
28,530
Vetcor Professional Practices LLC
*
One stop
P + 5.25%
(f)
10.25%
04/2021
949
943
0.1
949
Vetcor Professional Practices LLC
#
One stop
P + 5.25%
(f)
10.25%
04/2021
941
930
0.1
941
Vetcor Professional Practices LLC
^
One stop
P + 5.25%
(f)
10.25%
04/2021
855
845
0.1
855
Vetcor Professional Practices LLC
#
One stop
P + 5.25%
(f)
10.25%
04/2021
739
739
0.1
739
Vetcor Professional Practices LLC
^
One stop
P + 5.25%
(f)
10.25%
04/2021
720
712
0.1
720
Vetcor Professional Practices LLC
^
One stop
P + 5.25%
(f)
10.25%
04/2021
481
475
—
481
Vetcor Professional Practices LLC
#
One stop
P + 5.25%
(f)
10.25%
04/2021
283
282
—
283
Vetcor Professional Practices LLC
#
One stop
P + 5.25%
(f)
10.25%
04/2021
232
230
—
232
See Notes to Consolidated Financial Statements.
17
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Personal, Food and Miscellaneous Services - (continued)
Vetcor Professional Practices LLC
One stop
P + 5.25%
(f)
10.25%
04/2021
$
151
$
141
—
%
$
151
Vetcor Professional Practices LLC
One stop
P + 5.25%
(f)
10.25%
04/2021
130
127
—
130
Veterinary Specialists of North America, LLC
^
One stop
L + 5.50%
(c)
7.86%
07/2021
7,349
7,292
0.8
7,349
Veterinary Specialists of North America, LLC
^
One stop
L + 5.50%
(a)
7.59%
07/2021
766
757
0.1
766
Veterinary Specialists of North America, LLC
*
One stop
L + 5.50%
(a)
7.59%
07/2021
416
414
—
416
Veterinary Specialists of North America, LLC
*
One stop
L + 5.50%
(a)
7.59%
07/2021
161
160
—
161
Veterinary Specialists of North America, LLC
^
One stop
L + 5.50%
(a)
7.59%
07/2021
123
122
—
123
Veterinary Specialists of North America, LLC
*
One stop
L + 5.50%
(a)
7.59%
07/2021
63
62
—
63
Veterinary Specialists of North America, LLC
(5)
One stop
L + 5.50%
N/A
(6)
07/2021
—
(2
)
—
—
Veterinary Specialists of North America, LLC
(5)
One stop
L + 5.50%
N/A
(6)
07/2021
—
(2
)
—
—
Wetzel's Pretzels, LLC
*
One stop
L + 6.75%
(a)
8.73%
09/2021
8,971
8,843
0.9
8,904
Wetzel's Pretzels, LLC
(5)
One stop
L + 6.75%
N/A
(6)
09/2021
—
(1
)
—
—
61,836
61,094
6.1
61,750
Printing and Publishing
Brandmuscle, Inc.
^
Senior loan
L + 5.00%
(c)
7.33%
12/2021
620
615
0.1
624
Retail Stores
Batteries Plus Holding Corporation
One stop
L + 6.75%
(a)(f)
8.84%
07/2022
11,963
11,756
1.2
11,963
Batteries Plus Holding Corporation
One stop
L + 6.75%
(a)
8.81%
07/2022
15
13
—
15
Cycle Gear, Inc.
^
One stop
L + 6.50%
(c)
8.81%
01/2020
10,347
10,278
1.1
10,347
Cycle Gear, Inc.
^
One stop
L + 6.50%
(c)
8.81%
01/2020
604
601
0.1
604
Cycle Gear, Inc.
(5)
One stop
L + 6.50%
N/A
(6)
01/2020
—
(8
)
—
—
DTLR, Inc.
*^#
One stop
L + 6.50%
(c)
8.86%
08/2022
22,788
22,506
2.4
22,788
Elite Sportswear, L.P.
Senior loan
L + 5.75%
(c)
8.08%
06/2020
6,889
6,824
0.7
6,889
Elite Sportswear, L.P.
Senior loan
L + 5.75%
(c)
8.08%
06/2020
2,770
2,744
0.3
2,770
Elite Sportswear, L.P.
Senior loan
L + 5.75%
(c)
8.08%
06/2020
1,425
1,415
0.2
1,425
Elite Sportswear, L.P.
Senior loan
L + 5.75%
(a)
7.84%
06/2020
784
780
0.1
784
Elite Sportswear, L.P.
*
Senior loan
L + 5.75%
(c)
8.08%
06/2020
468
465
0.1
468
Elite Sportswear, L.P.
Senior loan
L + 5.75%
(c)
8.08%
06/2020
216
214
—
216
Elite Sportswear, L.P.
*
Senior loan
L + 5.75%
(c)
8.08%
06/2020
207
205
—
207
Elite Sportswear, L.P.
One stop
P + 4.50%
(f)
9.50%
06/2020
20
20
—
20
Feeders Supply Company, LLC
One stop
L + 5.75%
(a)
7.84%
04/2021
4,839
4,777
0.5
4,839
Feeders Supply Company, LLC
Subordinated debt
N/A
12.50% cash/7.00% PIK
04/2021
63
63
—
63
Feeders Supply Company, LLC
One stop
L + 5.75%
N/A
(6)
04/2021
—
—
—
—
Marshall Retail Group LLC, The
^#
One stop
L + 6.00%
(c)
8.31%
08/2020
11,922
11,867
1.2
11,922
Marshall Retail Group LLC, The
One stop
P + 4.75%
(f)
9.75%
08/2019
366
356
—
366
Mills Fleet Farm Group LLC
*^
One stop
L + 5.50%
(a)
7.59%
02/2022
1,815
1,738
0.2
1,815
Paper Source, Inc.
^#
One stop
L + 6.25%
(c)
8.58%
09/2019
12,255
12,207
1.3
12,255
Paper Source, Inc.
#
One stop
L + 6.25%
(c)
8.58%
09/2019
1,628
1,619
0.2
1,628
Paper Source, Inc.
One stop
P + 5.00%
(f)
10.00%
09/2019
423
416
—
423
Pet Holdings ULC
*^(8)(9)
One stop
L + 5.50%
(c)
7.81%
07/2022
14,763
14,563
1.5
14,763
Pet Holdings ULC
*^(8)(9)
One stop
L + 5.50%
(b)(c)
7.81%
07/2022
100
99
—
100
Pet Holdings ULC
(5)(9)
One stop
L + 5.50%
N/A
(6)
07/2022
—
(2
)
—
—
PetPeople Enterprises, LLC
^
One stop
L + 5.50%
(a)
7.60%
09/2023
3,122
3,088
0.3
3,122
PetPeople Enterprises, LLC
One stop
N/A
8.25% PIK
01/2019
155
155
—
166
PetPeople Enterprises, LLC
One stop
L + 5.50%
N/A
(6)
09/2023
—
—
—
—
PetPeople Enterprises, LLC
(5)
One stop
L + 5.50%
N/A
(6)
09/2023
—
(1
)
—
—
109,947
108,758
11.4
109,958
Telecommunications
NetMotion Wireless Holdings, Inc.
*^
One stop
L + 6.25%
(c)
8.58%
10/2021
6,409
6,321
0.7
6,409
NetMotion Wireless Holdings, Inc.
(5)
One stop
L + 6.50%
N/A
(6)
10/2021
—
(1
)
—
—
6,409
6,320
0.7
6,409
See Notes to Consolidated Financial Statements.
18
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Textiles and Leather
SHO Holding I Corporation
*
Senior loan
L + 5.00%
(c)
7.36%
10/2022
$
2,216
$
2,184
0.2
%
$
2,128
SHO Holding I Corporation
Senior loan
L + 4.00%
(c)
6.31%
10/2021
15
15
—
12
2,231
2,199
0.2
2,140
Utilities
Arcos, LLC
One stop
L + 6.00%
(c)
8.33%
02/2021
3,553
3,516
0.4
3,553
Arcos, LLC
One stop
L + 6.00%
N/A
(6)
02/2021
—
—
—
—
3,553
3,516
0.4
3,553
Total non-controlled/non-affiliate company debt investments
$
1,671,125
$
1,651,673
171.1
%
$
1,658,319
Equity investments
(10)(11)
Aerospace and Defense
NTS Technical Systems
Common stock
N/A
N/A
N/A
2
$
1,506
0.1
%
$
545
NTS Technical Systems
Preferred stock
N/A
N/A
N/A
—
256
—
310
NTS Technical Systems
Preferred stock
N/A
N/A
N/A
—
128
—
172
Tresys Technology Holdings, Inc.
(7)
Common stock
N/A
N/A
N/A
295
295
—
—
Whitcraft LLC
Common stock
N/A
N/A
N/A
4
375
0.1
521
2,560
0.2
1,548
Automobile
Grease Monkey International, LLC
LLC units
N/A
N/A
N/A
354
354
—
407
Polk Acquisition Corp.
LP interest
N/A
N/A
N/A
1
144
—
93
Quick Quack Car Wash Holdings, LLC
LLC units
N/A
N/A
N/A
—
207
—
207
705
—
707
Beverage, Food and Tobacco
Benihana, Inc.
LLC units
N/A
N/A
N/A
43
699
0.1
886
C. J. Foods, Inc.
Preferred stock
N/A
N/A
N/A
—
75
0.1
500
Cafe Rio Holding, Inc.
Common stock
N/A
N/A
N/A
2
224
—
243
Global ID Corporation
LLC interest
N/A
N/A
N/A
2
242
—
300
Hopdoddy Holdings, LLC
LLC units
N/A
N/A
N/A
27
130
—
128
Hopdoddy Holdings, LLC
LLC units
N/A
N/A
N/A
12
36
—
36
Mendocino Farms, LLC
Common stock
N/A
N/A
N/A
11
50
—
50
Purfoods, LLC
LLC interest
N/A
N/A
N/A
381
381
0.1
460
Rubio's Restaurants, Inc.
Preferred stock
N/A
N/A
N/A
2
945
0.2
1,486
Uinta Brewing Company
(7)
LP interest
N/A
N/A
N/A
462
462
—
—
3,244
0.5
4,089
Buildings and Real Estate
Brooks Equipment Company, LLC
Common stock
N/A
N/A
N/A
10
1,021
0.3
2,646
Chemicals, Plastics and Rubber
Flexan, LLC
Preferred stock
N/A
N/A
N/A
—
90
—
72
Flexan, LLC
Common stock
N/A
N/A
N/A
1
—
—
—
90
—
72
Diversified/Conglomerate Manufacturing
Inventus Power, Inc.
Preferred stock
N/A
N/A
N/A
—
370
—
—
Inventus Power, Inc.
LLC units
N/A
N/A
N/A
—
54
—
54
Inventus Power, Inc.
Common stock
N/A
N/A
N/A
—
—
—
—
Reladyne, Inc.
LP interest
N/A
N/A
N/A
—
249
0.1
515
Sunless Merger Sub, Inc.
LP interest
N/A
N/A
N/A
160
160
—
—
833
0.1
569
Diversified/Conglomerate Service
Accela, Inc.
LLC units
N/A
N/A
N/A
296
296
—
314
Agility Recovery Solutions Inc.
Preferred stock
N/A
N/A
N/A
67
341
0.1
407
Apttus Corporation
Preferred stock
N/A
N/A
N/A
18
263
—
280
See Notes to Consolidated Financial Statements.
19
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Diversified/Conglomerate Service - (continued)
Apttus Corporation
Warrant
N/A
N/A
N/A
34
$
194
—
%
$
211
Cloudbees, Inc.
Preferred stock
N/A
N/A
N/A
33
207
—
207
Cloudbees, Inc.
Warrant
N/A
N/A
N/A
29
39
—
39
Confluence Technologies, Inc.
LLC interest
N/A
N/A
N/A
1
87
—
87
Connexin Software, Inc.
LLC interest
N/A
N/A
N/A
69
69
—
69
Digital Guardian, Inc.
Warrant
N/A
N/A
N/A
57
10
—
10
DISA Holdings Acquisition Subsidiary Corp.
Common stock
N/A
N/A
N/A
—
154
—
196
GS Acquisitionco, Inc.
LP interest
N/A
N/A
N/A
1
98
—
98
HealthcareSource HR, Inc.
LLC interest
N/A
N/A
N/A
—
348
0.1
325
Host Analytics, Inc.
Warrant
N/A
N/A
N/A
368
135
0.1
454
Maverick Bidco Inc.
LLC units
N/A
N/A
N/A
1
369
—
364
MMan Acquisition Co.
LP interest
N/A
N/A
N/A
263
263
—
254
Net Health Acquisition Corp.
LP interest
N/A
N/A
N/A
—
346
—
360
Nexus Brands Group, Inc.
LP interest
N/A
N/A
N/A
—
136
—
158
Project Alpha Intermediate Holding, Inc.
Common stock
N/A
N/A
N/A
—
417
0.1
435
Project Alpha Intermediate Holding, Inc.
Common stock
N/A
N/A
N/A
103
4
—
—
Property Brands, Inc.
Preferred stock
N/A
N/A
N/A
28
284
—
294
Switchfly, Inc.
Warrant
N/A
N/A
N/A
64
89
—
77
Valant Medical Solutions, Inc.
Warrant
N/A
N/A
N/A
5
68
—
56
Vendavo, Inc.
Preferred stock
N/A
N/A
N/A
1,017
1,017
0.1
1,058
Verisys Corporation
LLC interest
N/A
N/A
N/A
261
261
—
274
Vitalyst, LLC
Preferred stock
N/A
N/A
N/A
—
61
—
94
Vitalyst, LLC
Common stock
N/A
N/A
N/A
1
7
—
—
Workforce Software, LLC
LLC units
N/A
N/A
N/A
323
323
0.1
392
Xmatters, Inc. and Alarmpoint, Inc.
Preferred stock
N/A
N/A
N/A
242
221
—
260
Xmatters, Inc. and Alarmpoint, Inc.
Warrant
N/A
N/A
N/A
43
34
—
21
6,141
0.6
6,794
Ecological
Pace Analytical Services, LLC
Common stock
N/A
N/A
N/A
3
304
—
271
Electronics
Diligent Corporation
(12)
Preferred stock
N/A
N/A
N/A
56
1
—
151
Project Silverback Holdings Corp.
Preferred stock
N/A
N/A
N/A
3
6
—
142
SEI, Inc.
LLC units
N/A
N/A
N/A
340
265
0.1
617
Sloan Company, Inc., The
LLC units
N/A
N/A
N/A
—
152
—
—
Sloan Company, Inc., The
LLC units
N/A
N/A
N/A
2
14
—
—
438
0.1
910
Grocery
MyWebGrocer, Inc.
LLC units
N/A
N/A
N/A
1,418
1,446
0.2
1,575
MyWebGrocer, Inc.
Preferred stock
N/A
N/A
N/A
71
165
—
243
1,611
0.2
1,818
Healthcare, Education and Childcare
Advanced Pain Management Holdings, Inc.
Common stock
N/A
N/A
N/A
67
67
—
—
Advanced Pain Management Holdings, Inc.
Preferred stock
N/A
N/A
N/A
1
64
—
—
BIORECLAMATIONIVT, LLC
LLC units
N/A
N/A
N/A
—
407
0.1
682
Advanced Pain Management Holdings, Inc.
Preferred stock
N/A
N/A
N/A
8
829
—
—
Active Day, Inc.
LLC interest
N/A
N/A
N/A
1
614
0.1
558
Acuity Eyecare Holdings, LLC
LLC interest
N/A
N/A
N/A
198
198
—
187
ADCS Clinics Intermediate Holdings, LLC
Preferred stock
N/A
N/A
N/A
1
579
0.1
361
ADCS Clinics Intermediate Holdings, LLC
Common stock
N/A
N/A
N/A
—
6
—
—
California Cryobank, LLC
LLC units
N/A
N/A
N/A
—
28
—
38
California Cryobank, LLC
LLC units
N/A
N/A
N/A
—
11
—
13
See Notes to Consolidated Financial Statements.
20
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Healthcare, Education and Childcare - (continued)
California Cryobank, LLC
LLC units
N/A
N/A
N/A
—
$
—
—
%
$
54
DCA Investment Holding, LLC
LLC units
N/A
N/A
N/A
8,637
864
0.1
1,078
DCA Investment Holding, LLC
LLC units
N/A
N/A
N/A
87
9
—
79
Deca Dental Management LLC
LLC units
N/A
N/A
N/A
357
357
0.1
419
Dental Holdings Corporation
LLC units
N/A
N/A
N/A
883
831
0.1
752
Elite Dental Partners LLC
Common stock
N/A
N/A
N/A
—
360
—
360
Encore GC Acquisition, LLC
LLC units
N/A
N/A
N/A
18
182
—
232
Encore GC Acquisition, LLC
LLC units
N/A
N/A
N/A
18
—
—
—
ERG Buyer, LLC
LLC units
N/A
N/A
N/A
—
349
0.1
349
ERG Buyer, LLC
LLC units
N/A
N/A
N/A
4
4
—
3
Eyecare Services Partners Holdings LLC
LLC units
N/A
N/A
N/A
—
133
—
144
Eyecare Services Partners Holdings LLC
LLC units
N/A
N/A
N/A
—
1
—
84
G & H Wire Company, Inc.
LLC interest
N/A
N/A
N/A
148
148
—
112
IntegraMed America, Inc.
LLC interest
N/A
N/A
N/A
—
417
—
194
Kareo, Inc.
Warrant
N/A
N/A
N/A
23
160
—
3
Katena Holdings, Inc.
LLC units
N/A
N/A
N/A
—
387
—
284
Lombart Brothers, Inc.
Common stock
N/A
N/A
N/A
1
149
—
100
MWD Management, LLC & MWD Services, Inc.
LLC interest
N/A
N/A
N/A
182
182
—
155
Oliver Street Dermatology Holdings, LLC
LLC units
N/A
N/A
N/A
234
234
0.1
335
Pentec Acquisition Sub, Inc.
Preferred stock
N/A
N/A
N/A
1
116
—
203
Pinnacle Treatment Centers, Inc.
Preferred stock
N/A
N/A
N/A
—
231
—
255
Pinnacle Treatment Centers, Inc.
Common stock
N/A
N/A
N/A
2
2
—
—
Radiology Partners, Inc.
LLC units
N/A
N/A
N/A
43
85
—
179
Radiology Partners, Inc.
LLC units
N/A
N/A
N/A
11
76
—
45
Reliant Pro ReHab, LLC
Preferred stock
N/A
N/A
N/A
2
183
0.1
867
RXH Buyer Corporation
LP interest
N/A
N/A
N/A
7
683
—
279
Sage Dental Management, LLC
LLC units
N/A
N/A
N/A
—
249
—
79
Sage Dental Management, LLC
LLC units
N/A
N/A
N/A
3
3
—
—
SLMP, LLC
LLC interest
N/A
N/A
N/A
289
289
0.1
360
Spear Education, LLC
LLC units
N/A
N/A
N/A
—
62
—
74
Spear Education, LLC
LLC units
N/A
N/A
N/A
1
1
—
25
SSH Corporation
Common stock
N/A
N/A
N/A
—
40
—
95
Summit Behavioral Healthcare, LLC
LLC interest
N/A
N/A
N/A
1
68
—
60
Summit Behavioral Healthcare, LLC
LLC interest
N/A
N/A
N/A
1
—
—
—
Surgical Information Systems, LLC
Common stock
N/A
N/A
N/A
4
414
0.1
583
U.S. Renal Care, Inc.
LP interest
N/A
N/A
N/A
1
2,665
0.2
1,689
WHCG Management, LLC
LLC interest
N/A
N/A
N/A
—
220
—
148
12,957
1.3
11,517
Insurance
Captive Resources Midco, LLC
LLC units
N/A
N/A
N/A
1
—
—
333
Internet Pipeline, Inc.
Preferred stock
N/A
N/A
N/A
—
72
—
97
Internet Pipeline, Inc.
Common stock
N/A
N/A
N/A
44
1
—
160
73
—
590
Leisure, Amusement, Motion Pictures, Entertainment
LMP TR Holdings, LLC
LLC units
N/A
N/A
N/A
712
712
0.1
1,180
PADI Holdco, Inc.
LLC units
N/A
N/A
N/A
—
414
—
410
Titan Fitness, LLC
LLC units
N/A
N/A
N/A
7
712
0.1
1,066
1,838
0.2
2,656
Personal and Non Durable Consumer Products (Mfg. Only)
Georgica Pine Clothiers, LLC
LLC units
N/A
N/A
N/A
11
106
—
151
Massage Envy, LLC
LLC interest
N/A
N/A
N/A
749
210
0.1
1,164
Team Technologies Acquisition Company
Common stock
N/A
N/A
N/A
—
114
—
272
430
0.1
1,587
See Notes to Consolidated Financial Statements.
21
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Personal, Food and Miscellaneous Services
Captain D's, LLC
LLC interest
N/A
N/A
N/A
70
$
70
—
%
$
72
Community Veterinary Partners, LLC
Common stock
N/A
N/A
N/A
2
244
—
284
PPV Intermediate Holdings II, LLC
LLC interest
N/A
N/A
N/A
13
13
—
13
R.G. Barry Corporation
Preferred stock
N/A
N/A
N/A
—
161
—
156
Ruby Slipper Cafe LLC, The
LLC units
N/A
N/A
N/A
12
123
—
123
Southern Veterinary Partners, LLC
LLC units
N/A
N/A
N/A
—
216
—
319
Southern Veterinary Partners, LLC
LLC units
N/A
N/A
N/A
64
2
—
—
Vetcor Professional Practices LLC
LLC units
N/A
N/A
N/A
766
360
0.1
436
Vetcor Professional Practices LLC
LLC units
N/A
N/A
N/A
85
85
0.2
2,352
Veterinary Specialists of North America, LLC
LLC units
N/A
N/A
N/A
—
106
—
163
Wetzel's Pretzels, LLC
Common stock
N/A
N/A
N/A
—
160
—
222
1,540
0.3
4,140
Printing and Publishing
Brandmuscle, Inc.
LLC interest
N/A
N/A
N/A
—
240
—
195
Retail Stores
Batteries Plus Holding Corporation
LP interest
N/A
N/A
N/A
5
529
0.1
780
Cycle Gear, Inc.
LLC units
N/A
N/A
N/A
19
248
0.1
453
DTLR, Inc.
LLC interest
N/A
N/A
N/A
4
411
0.1
619
Elite Sportswear, L.P.
LLC interest
N/A
N/A
N/A
—
158
—
53
Feeders Supply Company, LLC
Preferred stock
N/A
N/A
N/A
2
192
—
235
Feeders Supply Company, LLC
Common stock
N/A
N/A
N/A
—
—
—
59
Marshall Retail Group LLC, The
LLC units
N/A
N/A
N/A
15
154
—
103
Paper Source, Inc.
Common stock
N/A
N/A
N/A
8
1,387
0.1
685
Pet Holdings ULC
(8)(9)
LP interest
N/A
N/A
N/A
455
386
0.1
533
3,465
0.5
3,520
Total non-controlled/non-affiliate company equity investments
$
37,490
4.4
%
$
43,629
Total non-controlled/non-affiliate company investments
$
1,671,125
$
1,689,163
175.5
%
$
1,701,948
Non-controlled affiliate company investments
(13)
Debt investments
Mining, Steel, Iron and Non-Precious Metals
Benetech, Inc.
*(8)
One stop
L + 11.00%
(a)
11.09% cash/2.00% PIK
05/2019
$
4,302
$
4,299
0.4
%
$
3,872
Benetech, Inc.
(8)
One stop
P + 9.75%
(a)(f)
12.66% cash/2.00% PIK
05/2019
220
220
—
106
4,522
4,519
0.4
3,978
Total non-controlled affiliate company debt investments
$
4,522
$
4,519
0.4
%
$
3,978
Equity Investments
(10)(11)
Mining, Steel, Iron and Non-Precious Metals
Benetech, Inc.
(8)
LLC interest
N/A
N/A
N/A
56
$
—
—
%
$
10
Benetech, Inc.
(8)
LLC interest
N/A
N/A
N/A
56
—
—
—
—
—
10
Total non-controlled affiliate company equity investments
$
—
—
%
$
10
Total non-controlled affiliate company investments
$
4,522
$
4,519
0.4
%
$
3,988
See Notes to Consolidated Financial Statements.
22
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
Investment
Type
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(4)
Controlled affiliate company investments
(14)
Equity investments
Investment Funds and Vehicles
Senior Loan Fund LLC
(8)
LLC interest
N/A
N/A
N/A
95,532
$
95,532
9.6
%
$
92,579
Total controlled affiliate company equity investments
$
95,532
9.6
%
$
92,579
Total investments
$
1,675,647
$
1,789,214
185.5
%
$
1,798,515
Cash and cash equivalents, foreign currencies and restricted cash and cash equivalents
Cash, foreign currencies and restricted cash
$
54,729
5.7
%
$
54,729
BlackRock Liquidity Funds T-Fund Institutional Shares (CUSIP 09248U718)
1.77%
(16)
17,478
1.8
17,478
Total cash and cash equivalents, foreign currencies and restricted cash and cash equivalents
$
72,207
7.5
%
$
72,207
Total investments and cash and cash equivalents, foreign currencies and restricted cash and cash equivalents
$
1,861,421
193.0
%
$
1,870,722
*
Denotes that all or a portion of the investment secures the notes offered in the 2010 Debt Securitization (as defined in Note 6).
^
Denotes that all or a portion of the investment secures the notes offered in the 2014 Debt Securitization (as defined in Note 6).
#
Denotes that all or a portion of the investment collateralizes the Credit Facility (as defined in Note 6).
(1)
The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate ("LIBOR" or "L"), Euro Interbank Offered Rate ("EURIBOR" or "E") or Prime ("P") and which reset daily, monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over LIBOR, EURIBOR or Prime and the weighted average current interest rate in effect as of
June 30, 2018
. Certain investments are subject to a LIBOR, EURIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. Listed below are the index rates as of June 29, 2018. The actual index rate for each loan listed may not be the applicable index rate outstanding as of June 29, 2018, as the loan may have priced or repriced based on an index rate prior to June 29, 2018, which was the last business day of the period on which LIBOR or EURIBOR was determined.
(a)
Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 2.09% as of June 29, 2018.
(b)
Denotes that all or a portion of the loan was indexed to the 60-day LIBOR, which was 2.17% as of June 29, 2018.
(c)
Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 2.34% as of June 29, 2018.
(d)
Denotes that all or a portion of the loan was indexed to the 180-day LIBOR, which was 2.50% as of June 29, 2018.
(e)
Denotes that all or a portion of the loan was indexed to the 360-day LIBOR, which was 2.76% as of June 29, 2018.
(f)
Denotes that all or a portion of the loan was indexed to the Prime rate, which was 5.00% as of June 29, 2018.
(g)
Denotes that all or a portion of the loan was indexed to the 90-day EURIBOR, which was -0.32% as of June 29, 2018.
(2)
For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of
June 30, 2018
.
(3)
The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(4)
The fair value of the investment was valued using significant unobservable inputs. See Note 5. Fair Value Measurements.
(5)
The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(6)
The entire commitment was unfunded as of
June 30, 2018
. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.
(7)
Loan was on non-accrual status as of
June 30, 2018
, meaning that the Company has ceased recognizing interest income on the loan.
(8)
The investment is treated as a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of
June 30, 2018
, total non-qualifying assets at fair value represented 6.5% of the Company's assets calculated in accordance with the 1940 Act.
(9)
The headquarters of this portfolio company is located in Canada.
(10)
Equity investments are non-income producing securities unless otherwise noted.
(11)
Ownership of certain equity investments may occur through a holding company or partnership.
(12)
The Company holds an equity investment that entitles it to receive preferential dividends.
See Notes to Consolidated Financial Statements.
23
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
June 30, 2018
(In thousands)
(13)
As defined in the 1940 Act, the Company is deemed to be an "affiliated person" of the portfolio company as the Company owns five percent or more of the portfolio company's voting securities ("non-controlled affiliate"). Transactions related to investments in non-controlled affiliates for the nine months ended
June 30, 2018
were as follows:
Portfolio Company
Fair value as of September 30, 2017
Purchases (cost)
(h)
Redemptions
(cost)
Transfer in (out)
Discount
accretion
Net change in unrealized
gain/(loss)
Fair value as of June 30, 2018
Net realized gain/(loss)
Interest and
fee income
Dividend
income
Benetech, Inc.
$
3,707
$
196
$
(484
)
$
—
$
1
$
568
$
3,988
$
—
$
475
$
—
Total Non-Controlled Affiliates
$
3,707
$
196
$
(484
)
$
—
$
1
$
568
$
3,988
$
—
$
475
$
—
(h)
Purchases at cost includes amounts related to payment-in-kind ("PIK") interest capitalized and added to the principal balance of the respective loans.
(14)
As defined in the 1940 Act, the Company is deemed to be both an "affiliated person" of and "control" this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement) ("controlled affiliate"). Transactions related to investments in controlled affiliates for the nine months ended
June 30, 2018
were as follows:
Portfolio Company
Fair value as of September 30, 2017
Purchases (cost)
Redemptions
(cost)
Transfer in (out)
Discount
accretion
Net change in unrealized
gain/(loss)
Fair value as of June 30, 2018
Net realized gain/(loss)
Interest and
fee income
Dividend
income
Senior Loan Fund LLC
(i)
$
95,015
$
6,738
$
(8,663
)
$
—
$
—
$
(511
)
$
92,579
$
—
$
—
$
5,868
Total Controlled Affiliates
$
95,015
$
6,738
$
(8,663
)
$
—
$
—
$
(511
)
$
92,579
$
—
$
—
$
5,868
(i)
Together with RGA Reinsurance Company ("RGA"), the Company co-invests through Senior Loan Fund LLC ("SLF"). SLF is capitalized as transactions are completed and all portfolio and investment decisions in respect to SLF must be approved by the SLF investment committee consisting of two representatives of the Company and RGA (with unanimous approval required from (i) one representative of each of the Company and RGA or (ii) both representatives of each of the Company and RGA). Therefore, although the Company owns more than 25% of the voting securities of SLF, the Company does not believe that it has control over SLF for purposes of the 1940 Act or otherwise.
(15)
The Company receives quarterly profit distributions from its equity investment in SLF. See Note 4. Investments.
(16)
The rate shown is the annualized seven-day yield as of
June 30, 2018
.
(17)
The sale of a portion of this loan does not qualify for sale accounting under ASC Topic 860 -
Transfers and Servicing
("ASC Topic 860"), and therefore, the entire one stop loan asset remains in the Consolidated Schedule of Investments. See Note 6. Borrowings.
(18)
Loan is denominated in foreign currency and is translated into U.S. dollars as of the valuation date or the date of the transaction. See Note 2. Significant Accounting Policies and Recent Accounting Updates - Foreign Currency Transactions.
See Notes to Consolidated Financial Statements.
24
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Investments
Non-controlled/non-affiliate company investments
Debt investments
Aerospace and Defense
ILC Dover, LP
*^#
One stop
L + 9.00%
(a)
8.24% cash/2.00% PIK
03/2020
$
17,617
$
17,521
1.8
%
$
17,617
ILC Dover, LP
One stop
L + 9.00%
(a)(c)
8.24% cash/2.00% PIK
03/2019
801
797
0.1
801
NTS Technical Systems
*^#
One stop
L + 6.25%
(a)
7.49%
06/2021
21,773
21,486
2.3
21,773
NTS Technical Systems
(4)
One stop
L + 6.25%
N/A
(5)
06/2021
—
(72
)
—
—
NTS Technical Systems
(4)
One stop
L + 6.25%
N/A
(5)
06/2021
—
(120
)
—
—
Tresys Technology Holdings, Inc.
(6)
One stop
L + 6.75%
(c)
8.08%
12/2017
3,899
3,845
0.1
1,170
Tresys Technology Holdings, Inc.
(6)
One stop
L + 6.75%
(c)
8.06%
12/2017
659
658
0.1
659
Tronair Parent, Inc.
#
Senior loan
L + 4.75%
(c)(e)
6.06%
09/2023
191
189
—
191
Tronair Parent, Inc.
Senior loan
L + 4.50%
(c)
5.81%
09/2021
32
31
—
31
Whitcraft LLC
*^#
One stop
L + 6.25%
(c)
7.58%
04/2023
12,564
12,390
1.3
12,564
Whitcraft LLC
One stop
P + 5.25%
(e)
9.50%
04/2023
17
16
—
17
Whitcraft LLC
(4)
One stop
L + 6.25%
N/A
(5)
04/2023
—
(5
)
—
—
57,553
56,736
5.7
54,823
Automobile
Dent Wizard International Corporation
*
Senior loan
L + 4.75%
(a)
5.98%
04/2020
4,522
4,499
0.5
4,522
OEConnection LLC
*
Senior loan
L + 5.00%
(c)
6.33%
06/2022
4,834
4,735
0.5
4,852
OEConnection LLC
^
Senior loan
L + 4.75%
(c)
6.08%
06/2023
2,590
2,565
0.3
2,573
OEConnection LLC
(4)
Senior loan
L + 5.00%
N/A
(5)
06/2021
—
(1
)
—
—
T5 Merger Corporation
*^
One stop
L + 6.25%
(a)
7.49%
03/2022
4,380
4,312
0.4
4,380
T5 Merger Corporation
*
One stop
L + 6.25%
(a)
7.48%
03/2022
190
188
—
190
T5 Merger Corporation
*
One stop
L + 6.25%
(a)
7.48%
03/2022
60
59
—
60
T5 Merger Corporation
One stop
L + 6.50%
(a)
7.74%
03/2022
8
6
—
8
16,584
16,363
1.7
16,585
Banking
HedgeServ Holding L.P.
*#
One stop
L + 8.00%
(c)
7.23% cash/2.00% PIK
02/2019
17,182
17,147
1.8
17,182
HedgeServ Holding L.P.
(4)
One stop
L + 6.00%
N/A
(5)
02/2019
—
(3
)
—
—
17,182
17,144
1.8
17,182
Beverage, Food and Tobacco
Abita Brewing Co., L.L.C.
One stop
L + 5.75%
(a)
6.99%
04/2021
7,763
7,655
0.8
7,530
Abita Brewing Co., L.L.C.
(4)
One stop
L + 5.75%
N/A
(5)
04/2021
—
(1
)
—
(2
)
ABP Corporation
*
Senior loan
L + 4.75%
(c)
6.07%
09/2018
4,647
4,632
0.5
4,647
ABP Corporation
Senior loan
P + 3.50%
(e)
7.75%
09/2018
334
332
—
334
Benihana, Inc.
*^
One stop
L + 7.00%
(a)(c)
8.32%
01/2019
16,099
15,945
1.7
15,951
Benihana, Inc.
One stop
L + 7.00%
(c)(e)
9.16%
07/2018
1,726
1,711
0.2
1,706
C. J. Foods, Inc.
*^
One stop
L + 6.25%
(c)
7.58%
05/2019
5,205
5,164
0.5
5,205
C. J. Foods, Inc.
One stop
L + 6.25%
(c)
7.58%
05/2019
656
651
0.1
656
C. J. Foods, Inc.
One stop
L + 6.25%
(c)
7.56%
05/2019
129
125
—
129
Cafe Rio Holding, Inc.
*^
One stop
L + 5.75%
(c)
7.08%
09/2023
10,475
10,294
1.1
10,371
Cafe Rio Holding, Inc.
(4)
One stop
L + 5.75%
N/A
(5)
09/2023
—
(2
)
—
(1
)
Cafe Rio Holding, Inc.
(4)
One stop
L + 5.75%
N/A
(5)
09/2023
—
(5
)
—
(3
)
Firebirds International, LLC
*
One stop
L + 5.75%
(c)
7.06%
05/2018
1,063
1,058
0.1
1,063
Firebirds International, LLC
*
One stop
L + 5.75%
(c)
7.06%
05/2018
299
297
—
299
Firebirds International, LLC
^
One stop
L + 5.75%
(c)
7.06%
12/2018
96
95
—
96
Firebirds International, LLC
One stop
L + 5.75%
N/A
(5)
12/2018
—
—
—
—
See Notes to Consolidated Financial Statements.
25
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Beverage, Food and Tobacco - (continued)
Firebirds International, LLC
(4)
One stop
L + 5.75%
N/A
(5)
05/2018
$
—
$
(1
)
—
%
$
—
FWR Holding Corporation
^
One stop
L + 6.00%
(c)
7.40%
08/2023
5,312
5,234
0.6
5,259
FWR Holding Corporation
One stop
L + 6.00%
(a)(c)
7.28%
08/2023
18
17
—
18
FWR Holding Corporation
(4)
One stop
L + 6.00%
N/A
(5)
08/2023
—
(2
)
—
(2
)
Global Franchise Group, LLC
*
Senior loan
L + 5.75%
(c)
7.07%
12/2019
3,530
3,496
0.4
3,495
Global Franchise Group, LLC
Senior loan
L + 5.75%
N/A
(5)
12/2019
—
—
—
—
Hopdoddy Holdings, LLC
One stop
L + 8.00%
(a)
9.24%
08/2020
653
645
0.1
653
Hopdoddy Holdings, LLC
One stop
L + 8.00%
(a)
9.24%
08/2020
266
265
—
266
Hopdoddy Holdings, LLC
One stop
L + 8.00%
N/A
(5)
08/2020
—
—
—
—
Julio & Sons Company
One stop
L + 5.50%
N/A
(5)
12/2018
—
—
—
—
Mid-America Pet Food, L.L.C.
^
One stop
L + 5.50%
(c)
6.83%
12/2021
5,640
5,568
0.6
5,640
Mid-America Pet Food, L.L.C.
(4)
One stop
L + 5.50%
N/A
(5)
12/2021
—
(1
)
—
—
NBC Intermediate, LLC
#
Senior loan
L + 4.50%
(a)
5.74%
09/2023
2,288
2,265
0.2
2,265
NBC Intermediate, LLC
Senior loan
L + 4.50%
N/A
(5)
09/2023
—
—
—
—
P&P Food Safety US Acquisition, Inc.
*
One stop
L + 6.50%
(c)
7.82%
11/2021
4,126
4,083
0.4
4,126
P&P Food Safety US Acquisition, Inc.
One stop
P + 5.25%
(e)
9.50%
11/2021
13
13
—
13
Purfoods, LLC
One stop
L + 6.25%
(c)
7.57%
05/2021
8,561
8,407
0.9
8,561
Purfoods, LLC
One stop
N/A
7.00% PIK
05/2026
109
109
—
112
Purfoods, LLC
One stop
L + 6.25%
(a)(c)
7.55%
05/2021
70
69
—
70
Purfoods, LLC
One stop
L + 6.25%
(c)
7.58%
05/2021
15
15
—
15
Purfoods, LLC
One stop
L + 6.25%
(a)
7.49%
05/2021
15
15
—
15
Purfoods, LLC
One stop
L + 6.25%
(c)
7.58%
05/2021
14
14
—
14
Purfoods, LLC
One stop
L + 6.25%
(c)
7.58%
05/2021
11
11
—
11
Purfoods, LLC
One stop
L + 6.25%
(c)
7.58%
05/2021
10
10
—
10
Restaurant Holding Company, LLC
#
Senior loan
L + 7.75%
(a)
8.99%
02/2019
4,469
4,455
0.4
4,246
Rubio's Restaurants, Inc.
*^
Senior loan
L + 4.75%
(c)
6.07%
11/2018
8,828
8,807
0.9
8,828
Smashburger Finance LLC
Senior loan
L + 5.50%
(c)
6.83%
05/2018
79
79
—
69
Smashburger Finance LLC
(4)
Senior loan
L + 5.50%
N/A
(5)
05/2018
—
(1
)
—
—
Surfside Coffee Company LLC
#c
One stop
L + 5.25%
(c)
6.58%
06/2020
4,436
4,411
0.5
4,436
Surfside Coffee Company LLC
One stop
L + 5.25%
(c)
6.58%
06/2020
335
334
—
335
Surfside Coffee Company LLC
One stop
L + 5.25%
(c)
6.57%
06/2020
30
30
—
30
Tate's Bake Shop, Inc.
^
Senior loan
L + 5.00%
(c)
6.33%
08/2019
591
588
0.1
591
Uinta Brewing Company
^
One stop
L + 8.50%
(a)
9.74%
08/2019
3,734
3,720
0.4
3,622
Uinta Brewing Company
One stop
L + 8.50%
(a)
9.74%
08/2019
539
535
0.1
517
102,184
101,141
10.6
101,196
Broadcasting and Entertainment
TouchTunes Interactive Networks, Inc.
^
Senior loan
L + 4.75%
(a)
5.99%
05/2021
1,462
1,458
0.2
1,469
Building and Real Estate
Brooks Equipment Company, LLC
*^
One stop
L + 5.00%
(b)(c)
6.32%
08/2020
21,846
21,687
2.3
21,846
Brooks Equipment Company, LLC
*
One stop
L + 5.00%
(c)
6.32%
08/2020
5,400
5,366
0.6
5,400
Brooks Equipment Company, LLC
One stop
L + 5.00%
(a)
6.24%
08/2020
890
880
0.1
890
Jensen Hughes, Inc.
#
Senior loan
L + 5.00%
(d)
6.45%
12/2021
153
152
—
153
MRI Software LLC
^
One stop
L + 6.00%
(c)
7.33%
06/2023
23,923
23,312
2.5
23,683
MRI Software LLC
#
One stop
L + 6.00%
(c)
7.33%
06/2023
13,883
13,744
1.4
13,744
MRI Software LLC
One stop
L + 6.00%
(c)
7.32%
06/2023
167
165
—
165
MRI Software LLC
(4)
One stop
L + 6.00%
N/A
(5)
06/2023
—
(3
)
—
(2
)
See Notes to Consolidated Financial Statements.
26
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Building and Real Estate - (continued)
MRI Software LLC
(4)
One stop
L + 6.00%
(c)
N/A
(5)
06/2023
$
—
$
(7
)
$
—
%
$
(5
)
66,262
65,296
6.9
65,874
Chemicals, Plastics and Rubber
Flexan, LLC
*
One stop
L + 5.75%
(c)
7.08%
02/2020
2,333
2,316
0.2
2,333
Flexan, LLC
One stop
P + 4.50%
(e)
8.75%
02/2020
2
1
—
2
2,335
2,317
0.2
2,335
Diversified/Conglomerate Manufacturing
Chase Industries, Inc.
*^#
One stop
L + 5.75%
(c)
7.05%
09/2020
31,371
31,164
3.3
31,371
Chase Industries, Inc.
#
One stop
L + 5.75%
(c)
7.05%
09/2020
4,771
4,747
0.5
4,771
Chase Industries, Inc.
One stop
L + 5.75%
(a)
6.99%
09/2020
324
313
—
324
Inventus Power, Inc.
*^
One stop
L + 6.50%
(a)
7.74%
04/2020
8,140
8,098
0.7
7,326
Inventus Power, Inc.
One stop
L + 6.50%
(a)
7.74%
04/2020
251
248
—
198
Onicon Incorporated
*^#
One stop
L + 6.00%
(c)
7.33%
04/2020
12,878
12,782
1.3
12,878
Onicon Incorporated
(4)
One stop
L + 6.00%
N/A
(5)
04/2020
—
(4
)
—
—
PetroChoice Holdings, Inc.
^
Senior loan
L + 5.00%
(b)
6.28%
08/2022
1,750
1,709
0.2
1,750
Plex Systems, Inc.
*^
One stop
L + 7.50%
(d)
8.96%
06/2020
18,797
18,527
2.0
18,797
Plex Systems, Inc.
(4)
One stop
L + 7.50%
N/A
(5)
06/2020
—
(22
)
—
—
Reladyne, Inc.
*^#
Senior loan
L + 5.00%
(a)
6.24%
07/2022
17,049
16,812
1.8
16,879
Reladyne, Inc.
(4)
Senior loan
L + 5.00%
N/A
(5)
07/2022
—
(2
)
—
(2
)
Reladyne, Inc.
(4)
Senior loan
L + 5.00%
N/A
(5)
07/2022
—
(5
)
—
(5
)
Sunless Merger Sub, Inc.
#
Senior loan
L + 5.00%
(a)(e)
6.27%
07/2019
1,457
1,463
0.2
1,457
Sunless Merger Sub, Inc.
Senior loan
P + 3.75%
(e)
8.00%
07/2019
326
326
—
326
97,114
96,156
10.0
96,070
Diversified/Conglomerate Service
Accela, Inc.
#
One stop
L + 6.25%
(c)
7.58%
09/2023
5,842
5,754
0.6
5,783
Accela, Inc.
One stop
P + 5.25%
(e)
9.50%
09/2023
1
—
—
1
Actiance, Inc.
*^
One stop
L + 9.00%
(a)
10.24%
10/2019
3,962
3,862
0.4
3,962
Actiance, Inc.
One stop
L + 9.00%
(a)
10.24%
10/2019
20
20
—
20
Agility Recovery Solutions Inc.
*^
One stop
L + 6.50%
(c)
7.81%
03/2020
13,924
13,823
1.4
13,924
Agility Recovery Solutions Inc.
(4)
One stop
L + 6.50%
N/A
(5)
03/2020
—
(4
)
—
—
Anaqua, Inc.
#
One stop
L + 6.50%
(c)
7.81%
07/2022
7,018
6,917
0.7
6,948
Anaqua, Inc.
(4)
One stop
L + 6.50%
N/A
(5)
07/2022
—
(1
)
—
(1
)
Bomgar Corporation
^
One stop
L + 7.50%
(c)
8.83%
06/2022
4,839
4,762
0.5
4,839
Bomgar Corporation
(4)
One stop
L + 7.50%
N/A
(5)
06/2022
—
(2
)
—
—
Clearwater Analytics, LLC
*^
One stop
L + 7.50%
(a)
8.74%
09/2022
9,594
9,451
1.0
9,594
Clearwater Analytics, LLC
One stop
L + 7.50%
(a)
8.74%
09/2022
9
8
—
9
Daxko Acquisition Corporation
*^
One stop
L + 6.50%
(a)
7.74%
09/2022
8,472
8,366
0.9
8,472
Daxko Acquisition Corporation
One stop
L + 6.50%
N/A
(5)
09/2022
—
—
—
—
EGD Security Systems, LLC
One stop
L + 6.25%
(c)
7.55%
06/2022
11,114
10,918
1.1
11,114
EGD Security Systems, LLC
^
One stop
L + 6.25%
(a)
7.49%
06/2022
98
97
—
98
EGD Security Systems, LLC
One stop
L + 6.25%
(a)(c)
7.55%
06/2022
35
34
—
35
EGD Security Systems, LLC
(4)
One stop
L + 6.25%
N/A
(5)
06/2022
—
(1
)
—
—
HealthcareSource HR, Inc.
*
One stop
L + 6.75%
(c)
8.08%
05/2020
20,719
20,439
2.1
20,719
HealthcareSource HR, Inc.
(4)
One stop
L + 6.75%
N/A
(5)
05/2020
—
(1
)
—
—
Host Analytics, Inc.
One stop
N/A
8.50% cash/2.25% PIK
08/2021
3,098
3,055
0.3
3,098
Host Analytics, Inc.
One stop
N/A
8.50% cash/2.25% PIK
08/2021
2,597
2,470
0.3
2,597
Host Analytics, Inc.
(4)
One stop
N/A
N/A
(5)
08/2021
—
(7
)
—
—
See Notes to Consolidated Financial Statements.
27
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Diversified/Conglomerate Service - (continued)
III US Holdings, LLC
(4)
One stop
L + 6.50%
N/A
(5)
09/2022
$
—
$
(1
)
$
—
%
$
—
Integration Appliance, Inc.
*^
One stop
L + 8.25%
(c)
9.57%
09/2020
16,123
16,020
1.7
16,123
Integration Appliance, Inc.
One stop
L + 8.25%
(c)
9.57%
09/2020
7,914
7,806
0.8
7,914
Integration Appliance, Inc.
One stop
L + 8.25%
(c)
9.57%
09/2020
5,396
5,329
0.6
5,396
Integration Appliance, Inc.
One stop
L + 8.25%
(c)
9.57%
09/2020
2,484
2,462
0.3
2,484
Integration Appliance, Inc.
One stop
L + 8.25%
(c)
9.57%
09/2020
924
917
0.1
924
Integration Appliance, Inc.
*
One stop
L + 8.25%
(c)
9.57%
09/2020
719
712
0.1
719
Maverick Bidco Inc.
*#
One stop
L + 6.25%
(c)
7.56%
04/2023
17,645
17,311
1.8
17,645
Maverick Bidco Inc.
One stop
L + 6.25%
(c)
7.57%
04/2023
27
25
—
27
Maverick Bidco Inc.
(4)
One stop
L + 6.25%
N/A
(5)
04/2023
—
(2
)
—
—
MMan Acquisition Co.
#
One stop
L + 6.00%
(b)
7.26%
08/2023
9,824
9,680
1.0
9,726
MMan Acquisition Co.
One stop
L + 6.00%
(c)
7.33%
08/2023
10
9
—
9
Netsmart Technologies, Inc.
#
Senior loan
L + 4.50%
(c)
5.83%
04/2023
1,755
1,740
0.2
1,779
Netsmart Technologies, Inc.
(4)
Senior loan
L + 4.75%
N/A
(5)
04/2023
—
(8
)
—
—
PT Intermediate Holdings III, LLC
One stop
L + 6.50%
(a)
7.74%
06/2022
22,028
21,594
2.3
22,028
PT Intermediate Holdings III, LLC
*
One stop
L + 6.50%
(a)
7.74%
06/2022
2,177
2,157
0.2
2,177
PT Intermediate Holdings III, LLC
One stop
L + 6.50%
(a)(e)
7.90%
06/2022
200
197
—
200
Saba Software, Inc.
#
One stop
L + 5.50%
(a)
6.74%
05/2023
20,297
19,967
2.1
20,297
Saba Software, Inc.
(4)
One stop
L + 5.50%
N/A
(5)
05/2023
—
(2
)
—
—
Saldon Holdings, Inc.
*
Senior loan
L + 4.50%
(a)(b)
5.77%
09/2022
803
793
0.1
793
Secure-24, LLC
*^
One stop
L + 5.00%
(c)
6.33%
08/2019
21,653
21,479
2.3
21,653
Secure-24, LLC
(4)
One stop
L + 5.00%
N/A
(5)
08/2019
—
(4
)
—
—
Severin Acquisition, LLC
^
Senior loan
L + 5.38%
(a)
6.62%
07/2021
883
873
0.1
898
Severin Acquisition, LLC
^
Senior loan
L + 5.00%
(a)
6.24%
07/2021
786
778
0.1
789
Severin Acquisition, LLC
^
Senior loan
L + 5.38%
(a)
6.62%
07/2021
601
594
0.1
611
Severin Acquisition, LLC
^
Senior loan
L + 4.88%
(a)
6.12%
07/2021
194
192
—
194
Switchfly, Inc.
One stop
L + 10.00%
(c)
9.80% cash/1.50% PIK
04/2020
2,398
2,296
0.3
2,398
Switchfly, Inc.
One stop
L + 10.00%
N/A
(5)
04/2020
—
—
—
—
Telesoft, LLC
#
One stop
L + 5.50%
(c)
6.81%
07/2022
4,192
4,152
0.4
4,150
Telesoft, LLC
(4)
One stop
L + 5.50%
N/A
(5)
07/2022
—
(1
)
—
(1
)
Trintech, Inc.
*^#
One stop
L + 6.00%
(c)
7.31%
10/2021
12,096
11,987
1.3
12,096
Trintech, Inc.
One stop
L + 6.00%
N/A
(5)
10/2021
—
—
—
—
Vendavo, Inc.
One stop
L + 8.50%
(c)
9.80%
10/2019
17,982
17,804
1.9
17,982
Vendavo, Inc.
(4)
One stop
L + 8.50%
N/A
(5)
10/2019
—
(6
)
—
—
Vendor Credentialing Service LLC
^
One stop
L + 6.00%
(a)
7.24%
11/2021
12,239
12,018
1.3
12,239
Vendor Credentialing Service LLC
(4)
One stop
L + 6.00%
N/A
(5)
11/2021
—
(1
)
—
—
Verisys Corporation
*
One stop
L + 6.75%
(c)
8.08%
01/2023
3,926
3,873
0.4
3,926
Verisys Corporation
(4)
One stop
L + 6.75%
N/A
(5)
01/2023
—
(1
)
—
—
Workforce Software, LLC
^
One stop
L + 10.50%
(c)
4.80% cash/7.00% PIK
06/2021
5,343
5,315
0.6
5,343
Workforce Software, LLC
One stop
L + 10.50%
(c)
4.80% cash/7.00% PIK
06/2021
50
50
—
50
Xmatters, Inc. and Alarmpoint, Inc.
One stop
L + 9.25%
(a)
9.74% cash/0.75% PIK
08/2021
4,874
4,803
0.5
4,874
Xmatters, Inc. and Alarmpoint, Inc.
One stop
L + 9.25%
(a)
9.74% cash/0.75% PIK
08/2021
20
20
—
20
286,905
282,887
29.9
286,675
Ecological
Pace Analytical Services, LLC
One stop
L + 6.00%
(a)
7.24%
09/2022
15,345
14,994
1.6
15,345
Pace Analytical Services, LLC
^
One stop
L + 6.00%
(a)
7.24%
09/2022
1,427
1,406
0.2
1,427
Pace Analytical Services, LLC
One stop
L + 6.00%
(a)
7.24%
09/2022
349
344
—
349
See Notes to Consolidated Financial Statements.
28
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Ecological - (continued)
Pace Analytical Services, LLC
One stop
L + 6.00%
(a)
7.24%
09/2022
$
25
$
24
$
—
%
$
25
Pace Analytical Services, LLC
(4)
One stop
L + 6.00%
N/A
(5)
09/2022
—
(5
)
—
—
WRE Holding Corp.
#
Senior loan
L + 4.75%
(a)
5.99%
01/2023
1,019
1,008
0.1
1,019
WRE Holding Corp.
Senior loan
L + 4.75%
(a)(c)
6.00%
01/2023
7
7
—
7
WRE Holding Corp.
Senior loan
L + 4.75%
N/A
(5)
01/2023
—
—
—
—
WRE Holding Corp.
(4)
Senior loan
L + 4.75%
N/A
(5)
01/2023
—
(1
)
—
—
18,172
17,777
1.9
18,172
Electronics
Appriss Holdings, Inc.
*^
Senior loan
L + 5.25%
(c)
6.58%
11/2020
15,295
15,157
1.6
15,295
Appriss Holdings, Inc.
Senior loan
L + 5.25%
(b)
6.53%
11/2020
1,892
1,869
0.2
1,892
Compusearch Software Holdings, Inc.
^
Senior loan
L + 4.25%
(c)
5.58%
05/2021
1,735
1,733
0.2
1,735
Diligent Corporation
#
One stop
L + 6.25%
(c)
7.58%
04/2022
4,928
4,860
0.5
4,928
Diligent Corporation
*
One stop
L + 6.25%
(c)
7.58%
04/2022
4,839
4,735
0.5
4,839
Diligent Corporation
*^
One stop
L + 6.25%
(c)
7.58%
04/2022
2,648
2,609
0.3
2,648
Diligent Corporation
(4)
One stop
L + 6.25%
N/A
(5)
04/2022
—
(2
)
—
—
Gamma Technologies, LLC
^
One stop
L + 4.75%
(a)
5.99%
06/2021
7,555
7,508
0.8
7,555
Gamma Technologies, LLC
(4)
One stop
L + 5.00%
N/A
(5)
06/2021
—
(1
)
—
—
LD Intermediate Holdings, Inc.
*^
Senior loan
L + 5.88%
(c)
7.19%
12/2022
2,540
2,362
0.2
2,390
Park Place Technologies LLC
*^
Senior loan
L + 5.00%
(c)
6.33%
06/2022
15,751
15,587
1.6
15,594
Park Place Technologies LLC
(4)
One stop
L + 5.00%
N/A
(5)
06/2022
—
(2
)
—
(2
)
Sloan Company, Inc., The
#
One stop
L + 7.25%
(c)
8.58%
04/2020
7,437
7,364
0.7
7,065
Sloan Company, Inc., The
One stop
L + 7.25%
(c)
8.57%
04/2020
33
32
—
30
Sovos Compliance
*^
One stop
L + 6.00%
(a)
7.24%
03/2022
9,328
9,186
1.0
9,235
Sovos Compliance
(4)
One stop
L + 6.00%
N/A
(5)
03/2022
—
(2
)
—
(1
)
Sovos Compliance Formerly Taxware, LLC
^
One stop
L + 6.00%
(a)
7.24%
03/2022
1,569
1,546
0.2
1,553
Sovos Compliance Formerly Taxware, LLC
One stop
L + 6.00%
N/A
(5)
03/2022
—
—
—
—
Watchfire Enterprises, Inc.
Second Lien
L + 8.00%
(c)
9.33%
10/2021
9,434
9,306
1.0
9,434
84,984
83,847
8.8
84,190
Grocery
MyWebGrocer, Inc.
*
One stop
L + 8.75%
(a)
10.00%
10/2017
14,271
14,265
1.5
14,271
Healthcare, Education and Childcare
Active Day, Inc.
One stop
L + 6.00%
(a)
7.24%
12/2021
13,401
13,145
1.4
13,401
Active Day, Inc.
^
One stop
L + 6.00%
(a)
7.24%
12/2021
1,034
1,021
0.1
1,034
Active Day, Inc.
One stop
L + 6.00%
(a)
7.24%
12/2021
666
660
0.1
666
Active Day, Inc.
One stop
L + 6.00%
(a)
7.24%
12/2021
460
455
—
460
Active Day, Inc.
(4)
One stop
L + 6.00%
N/A
(5)
12/2021
—
(1
)
—
—
Active Day, Inc.
(4)
One stop
L + 6.00%
N/A
(5)
12/2021
—
(3
)
—
—
Acuity Eyecare Holdings, LLC
One stop
L + 6.75%
(b)(c)
8.04%
03/2022
3,614
3,533
0.4
3,614
Acuity Eyecare Holdings, LLC
One stop
L + 6.75%
(c)
8.06%
03/2022
38
36
—
38
Acuity Eyecare Holdings, LLC
(4)
One stop
L + 6.75%
N/A
(5)
03/2022
—
(1
)
—
—
ADCS Clinics Intermediate Holdings, LLC
One stop
L + 5.75%
(c)
7.08%
05/2022
21,281
20,788
2.2
20,855
ADCS Clinics Intermediate Holdings, LLC
*
One stop
L + 5.75%
(c)
7.08%
05/2022
108
107
—
106
ADCS Clinics Intermediate Holdings, LLC
One stop
P + 4.75%
(e)
9.00%
05/2022
95
93
—
93
ADCS Clinics Intermediate Holdings, LLC
*
One stop
L + 5.75%
(c)
7.08%
05/2022
32
31
—
31
ADCS Clinics Intermediate Holdings, LLC
One stop
P + 4.75%
(e)
9.00%
05/2022
5
2
—
5
Agilitas USA, Inc.
#
One stop
L + 6.00%
(c)
7.30%
04/2022
8,439
8,362
0.9
8,439
See Notes to Consolidated Financial Statements.
29
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Healthcare, Education and Childcare - (continued)
Agilitas USA, Inc.
One stop
L + 6.00%
(c)
7.30%
04/2022
$
10
$
9
$
—
%
$
10
Agilitas USA, Inc.
(4)
One stop
L + 6.00%
N/A
(5)
04/2022
—
(1
)
—
—
Aris Teleradiology Company, LLC
*
Senior loan
L + 5.50%
(c)
6.83%
03/2021
2,699
2,679
0.2
2,322
Aris Teleradiology Company, LLC
Senior loan
L + 5.50%
(c)
6.81%
03/2021
25
25
—
21
Avalign Technologies, Inc.
^
Senior loan
L + 4.50%
(a)
5.74%
07/2021
1,442
1,437
0.2
1,438
BIORECLAMATIONIVT, LLC
*^#
One stop
L + 5.75%
(a)
6.99%
01/2021
15,764
15,586
1.7
15,764
BIORECLAMATIONIVT, LLC
One stop
P + 4.75%
(e)
9.00%
01/2021
55
54
—
55
California Cryobank, LLC
^
One stop
L + 5.50%
(c)
6.83%
08/2019
1,479
1,473
0.2
1,479
California Cryobank, LLC
^
One stop
L + 5.50%
(c)
6.83%
08/2019
567
561
0.1
567
California Cryobank, LLC
^
One stop
L + 5.50%
(c)
6.83%
08/2019
189
189
—
189
California Cryobank, LLC
(4)
One stop
L + 5.50%
N/A
(5)
08/2019
—
(1
)
—
—
CLP Healthcare Services, Inc.
^
Senior loan
L + 5.25%
(c)
6.58%
12/2020
3,924
3,897
0.4
3,846
Curo Health Services LLC
#
Senior loan
L + 4.00%
(b)(c)
5.31%
02/2022
3,273
3,261
0.3
3,283
DCA Investment Holding, LLC
*^#
One stop
L + 5.25%
(c)
6.58%
07/2021
18,776
18,515
2.0
18,776
DCA Investment Holding, LLC
*^#
One stop
L + 5.25%
(c)
6.58%
07/2021
13,467
13,355
1.4
13,467
DCA Investment Holding, LLC
#
One stop
L + 5.25%
(c)
6.58%
07/2021
2,475
2,436
0.3
2,475
DCA Investment Holding, LLC
One stop
P + 4.25%
(e)
8.50%
07/2021
657
645
0.1
657
DCA Investment Holding, LLC
(4)
One stop
L + 5.25%
N/A
(5)
07/2021
—
(3
)
—
—
Deca Dental Management LLC
*^
One stop
L + 6.25%
(c)
7.58%
07/2020
4,086
4,052
0.4
4,086
Deca Dental Management LLC
One stop
L + 6.25%
(a)(c)
7.57%
07/2020
497
493
0.1
497
Deca Dental Management LLC
One stop
L + 6.25%
(a)
7.49%
07/2020
50
50
—
50
Deca Dental Management LLC
(4)
One stop
L + 6.25%
N/A
(5)
07/2020
—
(2
)
—
—
Delta Educational Systems
*(6)
Senior loan
P + 6.75%
(e)
9.00% cash/2.00% PIK
12/2018
1,438
1,433
—
—
Delta Educational Systems
(4)(6)
Senior loan
L + 6.00%
N/A
(5)
12/2018
—
—
—
(60
)
Dental Holdings Corporation
One stop
L + 5.50%
(c)
6.81%
02/2020
7,436
7,339
0.8
7,287
Dental Holdings Corporation
One stop
L + 5.50%
(b)
6.78%
02/2020
1,133
1,121
0.1
1,110
Dental Holdings Corporation
One stop
L + 5.50%
(c)
6.82%
02/2020
220
211
—
198
eSolutions, Inc.
*^
One stop
L + 6.50%
(a)
7.74%
03/2022
20,091
19,787
2.1
20,091
eSolutions, Inc.
(4)
One stop
L + 6.50%
N/A
(5)
03/2022
—
(1
)
—
—
Excelligence Learning Corporation
^
One stop
L + 6.00%
(a)
7.24%
04/2023
4,854
4,809
0.5
4,854
Eyecare Services Partners Holdings LLC
One stop
L + 6.25%
(c)
7.58%
05/2023
8,006
7,800
0.8
8,006
Eyecare Services Partners Holdings LLC
One stop
P + 5.25%
(e)
9.50%
05/2023
17
14
—
17
Eyecare Services Partners Holdings LLC
(4)
One stop
L + 6.25%
N/A
(5)
05/2023
—
(4
)
—
—
Eyecare Services Partners Holdings LLC
(4)
One stop
L + 6.25%
N/A
(5)
05/2023
—
(5
)
—
—
G & H Wire Company, Inc.
#
One stop
L + 5.50%
(c)
6.81%
09/2023
5,642
5,572
0.6
5,585
G & H Wire Company, Inc.
(4)
One stop
L + 5.50%
N/A
(5)
09/2023
—
(1
)
—
(1
)
Immucor, Inc.
#
Senior loan
L + 5.00%
(a)
6.24%
06/2021
1,613
1,592
0.2
1,639
Joerns Healthcare, LLC
*^
One stop
L + 6.50%
(c)
7.82%
05/2020
3,497
3,462
0.3
3,281
Kareo, Inc.
One stop
L + 9.00%
(b)
10.27%
06/2022
4,518
4,303
0.5
4,518
Kareo, Inc.
One stop
L + 9.00%
N/A
(5)
06/2022
—
—
—
—
Katena Holdings, Inc.
^
One stop
L + 6.25%
(c)
7.58%
06/2021
8,611
8,555
0.9
8,439
Katena Holdings, Inc.
^
One stop
L + 6.25%
(c)
7.58%
06/2021
841
836
0.1
824
Katena Holdings, Inc.
One stop
P + 5.25%
(e)
9.50%
06/2021
64
63
—
62
Lombart Brothers, Inc.
#
One stop
L + 6.75%
(c)
8.08%
04/2022
3,631
3,548
0.4
3,631
Lombart Brothers, Inc.
#(7)
One stop
L + 6.75%
(c)
8.08%
04/2022
1,664
1,639
0.2
1,664
Lombart Brothers, Inc.
One stop
P + 5.50%
(e)
9.75%
04/2022
36
35
—
36
Lombart Brothers, Inc.
(7)
One stop
L + 6.75%
N/A
(5)
04/2022
—
—
—
—
See Notes to Consolidated Financial Statements.
30
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Healthcare, Education and Childcare - (continued)
Maverick Healthcare Group, LLC
*
Senior loan
L + 7.50%
(a)
7.25% cash/2.00% PIK
12/2017
$
1,959
$
1,959
$
0.2
%
$
1,900
Maverick Healthcare Group, LLC
Senior loan
P + 6.50%
(e)
5.25% cash/5.50% PIK
12/2017
82
82
—
82
MWD Management, LLC & MWD Services, Inc.
#
One stop
L + 5.25%
(c)
6.58%
06/2023
5,925
5,854
0.6
5,925
MWD Management, LLC & MWD Services, Inc.
(4)
One stop
L + 5.25%
N/A
(5)
06/2022
—
(1
)
—
—
MWD Management, LLC & MWD Services, Inc.
(4)
One stop
L + 5.25%
N/A
(5)
06/2023
—
(2
)
—
—
Oliver Street Dermatology Holdings, LLC
One stop
L + 6.50%
(c)
7.83%
05/2022
9,434
9,226
1.0
9,434
Oliver Street Dermatology Holdings, LLC
One stop
L + 6.50%
(c)
7.83%
05/2022
952
938
0.1
952
Oliver Street Dermatology Holdings, LLC
One stop
L + 6.50%
(a)(b)(c)
7.78%
05/2022
201
199
—
201
Oliver Street Dermatology Holdings, LLC
One stop
L + 6.50%
(c)
7.81%
05/2022
46
45
—
46
Oliver Street Dermatology Holdings, LLC
*
One stop
L + 6.50%
(c)
7.83%
05/2022
42
41
—
42
Oliver Street Dermatology Holdings, LLC
One stop
L + 6.50%
(c)
7.83%
05/2022
33
32
—
33
Oliver Street Dermatology Holdings, LLC
One stop
L + 6.50%
(c)
7.83%
05/2022
30
30
—
30
Oliver Street Dermatology Holdings, LLC
(4)
One stop
L + 6.50%
N/A
(5)
05/2022
—
(1
)
—
—
Oliver Street Dermatology Holdings, LLC
(4)
One stop
L + 6.50%
N/A
(5)
05/2022
—
(1
)
—
—
Pinnacle Treatment Centers, Inc.
One stop
L + 6.25%
(b)
7.53%
08/2021
9,980
9,768
1.0
9,980
Pinnacle Treatment Centers, Inc.
One stop
P + 5.00%
(e)
9.25%
08/2021
30
29
—
30
Pinnacle Treatment Centers, Inc.
(4)
One stop
L + 6.25%
N/A
(5)
08/2021
—
(2
)
—
—
PPT Management Holdings, LLC
^
One stop
L + 6.00%
(c)
7.33%
12/2022
10,223
10,022
1.0
10,018
PPT Management Holdings, LLC
One stop
L + 6.00%
(c)
7.33%
12/2022
135
132
—
132
PPT Management Holdings, LLC
One stop
L + 6.00%
(a)
7.24%
12/2022
50
46
—
46
Premise Health Holding Corp.
*^#
One stop
L + 4.50%
(c)
5.83%
06/2020
14,812
14,753
1.5
14,812
Premise Health Holding Corp.
(4)
One stop
L + 4.50%
N/A
(5)
06/2020
—
(12
)
—
—
Pyramid Healthcare, Inc.
One stop
L + 6.50%
(a)
7.74%
08/2019
150
148
—
150
Radiology Partners, Inc.
^#
One stop
L + 5.75%
(c)
7.08%
09/2020
22,345
22,111
2.3
22,345
Radiology Partners, Inc.
One stop
L + 5.75%
(c)
7.08%
09/2020
925
909
0.1
925
Radiology Partners, Inc.
One stop
L + 5.75%
(c)
7.08%
09/2020
701
700
0.1
701
Radiology Partners, Inc.
(4)
One stop
L + 5.75%
N/A
(5)
09/2020
—
(4
)
—
—
Reliant Pro ReHab, LLC
*
Senior loan
L + 5.00%
(c)
6.33%
12/2017
2,474
2,472
0.3
2,474
Reliant Pro ReHab, LLC
Senior loan
P + 4.00%
(e)
8.25%
12/2017
352
351
—
352
Riverchase MSO, LLC
#
Senior loan
L + 5.25%
(c)
6.58%
10/2022
4,981
4,917
0.5
4,981
Riverchase MSO, LLC
Senior loan
L + 5.25%
(c)
6.58%
10/2022
28
27
—
28
RXH Buyer Corporation
*^
One stop
L + 5.75%
(c)
7.08%
09/2021
17,259
17,032
1.8
16,914
RXH Buyer Corporation
*
One stop
L + 5.75%
(c)
7.08%
09/2021
1,953
1,928
0.2
1,914
RXH Buyer Corporation
One stop
L + 5.75%
(c)(e)
7.61%
09/2021
55
52
—
51
SLMP, LLC
One stop
L + 6.00%
(a)
7.24%
05/2023
6,196
6,050
0.6
6,196
SLMP, LLC
One stop
N/A
7.50% PIK
05/2027
83
83
—
83
SLMP, LLC
(4)
One stop
L + 6.00%
N/A
(5)
05/2023
—
(1
)
—
—
SLMP, LLC
(4)
One stop
L + 6.00%
N/A
(5)
05/2023
—
(1
)
—
—
Spear Education, LLC
^
One stop
L + 6.00%
(c)
7.30%
08/2019
4,644
4,622
0.5
4,644
Spear Education, LLC
One stop
L + 6.00%
(c)
7.30%
08/2019
75
75
—
75
Spear Education, LLC
(4)
One stop
L + 6.00%
N/A
(5)
08/2019
—
—
—
(1
)
Summit Behavioral Holdings I, LLC
*
One stop
L + 5.00%
(a)
6.24%
06/2021
4,338
4,297
0.5
4,338
Summit Behavioral Holdings I, LLC
One stop
L + 5.00%
(a)
6.24%
06/2021
113
112
—
113
Summit Behavioral Holdings I, LLC
One stop
L + 5.00%
(a)
6.24%
06/2021
5
5
—
5
WHCG Management, LLC
*
Senior loan
L + 4.75%
(c)
6.08%
03/2023
2,394
2,367
0.2
2,394
WHCG Management, LLC
(4)
Senior loan
L + 4.75%
N/A
(5)
03/2023
—
(1
)
—
—
See Notes to Consolidated Financial Statements.
31
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Healthcare, Education and Childcare - (continued)
WHCG Management, LLC
(4)
Senior loan
L + 4.75%
N/A
(5)
03/2023
$
—
$
(3
)
$
—
%
$
—
WIRB-Copernicus Group, Inc.
*^
Senior loan
L + 5.00%
(c)
6.33%
08/2022
9,812
9,733
1.0
9,812
WIRB-Copernicus Group, Inc.
Senior loan
L + 5.00%
N/A
(5)
08/2022
—
—
—
—
Young Innovations, Inc.
*
Senior loan
L + 5.00%
(c)
6.33%
01/2019
3,587
3,566
0.4
3,587
Young Innovations, Inc.
Senior loan
L + 5.00%
(c)
6.33%
01/2019
9
9
—
9
328,333
323,739
33.9
324,658
Home and Office Furnishings, Housewares, and Durable Consumer
CST Buyer Company
^
Senior loan
L + 6.25%
(c)
7.58%
03/2023
2,642
2,576
0.3
2,642
CST Buyer Company
(4)
Senior loan
L + 6.25%
N/A
(5)
03/2023
—
(1
)
—
—
Plano Molding Company, LLC
*^#
One stop
L + 7.50%
(a)
8.74%
05/2021
14,485
14,331
1.3
12,312
17,127
16,906
1.6
14,954
Hotels, Motels, Inns, and Gaming
Aimbridge Hospitality, LLC
*^
One stop
L + 5.50%
(a)
6.74%
06/2022
10,041
9,875
1.0
10,041
Aimbridge Hospitality, LLC
One stop
L + 5.50%
(a)
6.74%
06/2022
16
15
—
16
Aimbridge Hospitality, LLC
(4)
One stop
L + 5.50%
N/A
(5)
06/2022
—
(1
)
—
—
10,057
9,889
1.0
10,057
Insurance
Captive Resources Midco, LLC
*^#
One stop
L + 5.75%
(a)
6.99%
06/2020
24,253
24,075
2.5
24,253
Captive Resources Midco, LLC
(4)
One stop
L + 5.75%
N/A
(5)
06/2020
—
(12
)
—
—
Captive Resources Midco, LLC
(4)
One stop
L + 5.75%
N/A
(5)
06/2020
—
(13
)
—
—
Higginbotham Insurance Agency, Inc.
*
Senior loan
L + 5.00%
(a)
6.24%
11/2021
1,595
1,584
0.2
1,595
Internet Pipeline, Inc.
One stop
L + 7.25%
(a)
8.49%
08/2022
4,847
4,743
0.5
4,917
Internet Pipeline, Inc.
*
One stop
L + 6.25%
(a)
7.48%
08/2022
2,098
2,078
0.2
2,046
Internet Pipeline, Inc.
*
One stop
L + 6.25%
(a)
7.48%
08/2022
794
786
0.1
775
Internet Pipeline, Inc.
(4)
One stop
L + 7.25%
N/A
(5)
08/2021
—
(1
)
—
1
RSC Acquisition, Inc.
#
Senior loan
L + 5.25%
(c)
6.58%
11/2022
919
913
0.1
919
RSC Acquisition, Inc.
(4)
Senior loan
L + 5.25%
N/A
(5)
11/2022
—
(1
)
—
—
34,506
34,152
3.6
34,506
Leisure, Amusement, Motion Pictures, Entertainment
NFD Operating, LLC
#
One stop
L + 7.00%
(c)
8.30%
06/2021
2,325
2,299
0.2
2,325
NFD Operating, LLC
One stop
L + 7.00%
N/A
(5)
06/2021
—
—
—
—
NFD Operating, LLC
(4)
One stop
L + 7.00%
N/A
(5)
06/2021
—
(1
)
—
—
PADI Holdco, Inc.
*^#
One stop
L + 6.50%
(c)
7.84%
04/2023
19,550
19,278
2.1
19,550
PADI Holdco, Inc.
One stop
L + 6.50%
(b)(c)
7.78%
04/2022
72
70
—
72
Self Esteem Brands, LLC
*^#
Senior loan
L + 4.75%
(a)
5.99%
02/2020
17,983
17,889
1.9
17,983
Self Esteem Brands, LLC
(4)
Senior loan
L + 4.75%
N/A
(5)
02/2020
—
(4
)
—
—
Teaching Company, The
One stop
L + 7.00%
(a)(c)
8.32%
08/2020
18,835
18,673
1.9
18,459
Teaching Company, The
One stop
L + 7.00%
(a)(e)
8.24%
08/2020
25
24
—
23
Titan Fitness, LLC
*
One stop
L + 7.00%
(a)
8.25%
09/2019
13,088
12,987
1.4
13,088
Titan Fitness, LLC
One stop
L + 7.00%
(a)
8.25%
09/2019
1,972
1,962
0.2
1,972
Titan Fitness, LLC
*
One stop
L + 7.00%
(a)
8.25%
09/2019
1,733
1,725
0.2
1,733
Titan Fitness, LLC
(4)
One stop
L + 7.00%
N/A
(5)
09/2019
—
(9
)
—
—
Titan Fitness, LLC
(4)
One stop
L + 7.00%
N/A
(5)
09/2019
—
(14
)
—
—
75,583
74,879
7.9
75,205
See Notes to Consolidated Financial Statements.
32
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Oil and Gas
Drilling Info, Inc.
*^#
One stop
L + 6.25%
(b)
7.52%
06/2020
$
6,399
$
6,362
0.7
%
$
6,351
Drilling Info, Inc.
One stop
L + 6.25%
N/A
(5)
06/2020
—
—
—
—
6,399
6,362
0.7
6,351
Personal and Non Durable Consumer Products (Mfg. Only)
Georgica Pine Clothiers, LLC
One stop
L + 5.50%
(c)
6.83%
11/2021
5,678
5,600
0.6
5,678
Georgica Pine Clothiers, LLC
^
One stop
L + 5.50%
(c)
6.83%
11/2021
495
491
0.1
495
Georgica Pine Clothiers, LLC
*
One stop
L + 5.50%
(c)
6.83%
11/2021
347
344
0.1
347
Georgica Pine Clothiers, LLC
One stop
L + 5.50%
(c)
6.83%
11/2021
58
57
—
58
IMPLUS Footwear, LLC
One stop
L + 6.75%
(c)
8.08%
04/2021
10,307
10,165
1.1
10,307
IMPLUS Footwear, LLC
One stop
L + 6.75%
(c)
8.07%
04/2021
1,815
1,790
0.2
1,815
Massage Envy, LLC
*^#
One stop
L + 6.75%
(c)(e)
8.09%
09/2020
35,191
34,868
3.7
35,191
Massage Envy, LLC
One stop
L + 6.75%
(a)
7.99%
09/2020
316
306
—
316
Massage Envy, LLC
One stop
L + 6.75%
(c)(e)
8.07%
09/2020
100
99
—
100
Massage Envy, LLC
One stop
L + 6.75%
(c)
8.07%
09/2020
40
40
—
40
Massage Envy, LLC
One stop
L + 6.75%
(c)(e)
8.08%
09/2020
35
35
—
35
Massage Envy, LLC
One stop
L + 6.75%
(c)(e)
8.10%
09/2020
15
15
—
15
Massage Envy, LLC
(4)
One stop
L + 6.75%
N/A
(5)
09/2020
—
(1
)
—
—
Orthotics Holdings, Inc.
*#
One stop
L + 6.00%
(a)
7.24%
02/2020
8,290
8,222
0.8
8,125
Orthotics Holdings, Inc.
*#(7)
One stop
L + 6.00%
(a)
7.24%
02/2020
1,359
1,348
0.1
1,332
Orthotics Holdings, Inc.
(4)(7)
One stop
L + 6.00%
N/A
(5)
02/2020
—
(1
)
—
—
Orthotics Holdings, Inc.
(4)
One stop
L + 6.00%
N/A
(5)
02/2020
—
(10
)
—
(4
)
Team Technologies Acquisition Company
^
Senior loan
L + 5.00%
(c)(e)
6.32%
12/2017
4,287
4,284
0.4
4,278
Team Technologies Acquisition Company
#
Senior loan
L + 5.50%
(c)(e)
6.82%
12/2017
790
789
0.1
799
Team Technologies Acquisition Company
(4)
Senior loan
L + 5.00%
N/A
(5)
12/2017
—
—
—
(1
)
69,123
68,441
7.2
68,926
Personal, Food and Miscellaneous Services
Community Veterinary Partners, LLC
One stop
L + 5.50%
(c)
6.83%
10/2021
42
41
—
42
Ignite Restaurant Group, Inc.
^(6)
One stop
P + 6.00%
(e)
10.25%
02/2019
4,312
4,285
0.1
1,186
PetVet Care Centers LLC
*^#
One stop
L + 6.00%
(c)
7.33%
06/2023
16,780
16,620
1.8
16,780
PetVet Care Centers LLC
One stop
L + 6.00%
(c)
7.32%
06/2023
430
421
—
430
PetVet Care Centers LLC
One stop
L + 6.00%
(b)
7.27%
06/2023
69
66
—
69
Southern Veterinary Partners, LLC
#
One stop
L + 5.00%
(a)
6.24%
06/2020
3,900
3,873
0.4
3,900
Southern Veterinary Partners, LLC
One stop
L + 5.00%
(a)
6.23%
06/2020
160
158
—
160
Southern Veterinary Partners, LLC
One stop
L + 5.00%
(a)
6.23%
06/2020
17
17
—
17
Vetcor Professional Practices LLC
*^#
One stop
L + 6.00%
(c)
7.33%
04/2021
28,750
28,348
3.0
28,750
Vetcor Professional Practices LLC
*
One stop
L + 6.00%
(c)
7.33%
04/2021
956
949
0.1
956
Vetcor Professional Practices LLC
#
One stop
L + 6.00%
(c)
7.33%
04/2021
948
934
0.1
948
Vetcor Professional Practices LLC
One stop
L + 6.00%
(c)
7.33%
04/2021
861
849
0.1
861
Vetcor Professional Practices LLC
#
One stop
L + 6.00%
(c)
7.33%
04/2021
745
745
0.1
745
Vetcor Professional Practices LLC
^
One stop
L + 6.00%
(c)
7.33%
04/2021
725
715
0.1
725
Vetcor Professional Practices LLC
#
One stop
L + 6.00%
(c)
7.33%
04/2021
285
283
—
285
Vetcor Professional Practices LLC
#
One stop
L + 6.00%
(c)
7.33%
04/2021
233
232
—
233
Vetcor Professional Practices LLC
One stop
L + 6.00%
(c)
7.33%
04/2021
219
211
—
219
Vetcor Professional Practices LLC
One stop
L + 6.00%
(c)
7.33%
04/2021
17
13
—
17
Veterinary Specialists of North America, LLC
^
One stop
L + 5.25%
(c)
6.56%
07/2021
7,406
7,334
0.8
7,406
Veterinary Specialists of North America, LLC
One stop
L + 5.25%
(c)
6.58%
07/2021
89
74
—
89
See Notes to Consolidated Financial Statements.
33
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Personal, Food and Miscellaneous Services - (continued)
Veterinary Specialists of North America, LLC
#
One stop
L + 5.25%
(c)
6.56%
07/2021
$
63
$
63
—
%
$
63
Veterinary Specialists of North America, LLC
(4)
One stop
L + 5.25%
N/A
(5)
07/2021
—
(2
)
—
—
Wetzel's Pretzels, LLC
One stop
L + 6.75%
(a)
7.99%
09/2021
6,472
6,332
0.7
6,472
Wetzel's Pretzels, LLC
(4)
One stop
L + 6.75%
N/A
(5)
09/2021
—
(1
)
—
—
73,479
72,560
7.3
70,353
Printing and Publishing
Brandmuscle, Inc.
^
Senior loan
L + 5.00%
(c)
6.33%
12/2021
624
619
0.1
629
Marketo, Inc.
One stop
L + 9.50%
(c)
10.83%
08/2021
9,940
9,709
1.0
9,940
Marketo, Inc.
(4)
One stop
L + 9.50%
N/A
(5)
08/2021
—
(1
)
—
—
10,564
10,327
1.1
10,569
Retail Stores
Batteries Plus Holding Corporation
One stop
L + 6.75%
(a)
7.99%
07/2022
13,722
13,440
1.4
13,722
Batteries Plus Holding Corporation
(4)
One stop
L + 6.75%
N/A
(5)
07/2022
—
(2
)
—
—
CVS Holdings I, LP
*^#
One stop
L + 6.25%
(a)
7.49%
08/2021
22,058
21,773
2.3
22,058
CVS Holdings I, LP
*
One stop
L + 6.25%
(a)
7.49%
08/2021
318
313
—
318
CVS Holdings I, LP
One stop
L + 6.25%
(a)
7.49%
08/2021
34
28
—
34
CVS Holdings I, LP
(4)
One stop
L + 6.25%
N/A
(5)
08/2020
—
(2
)
—
—
Cycle Gear, Inc.
^
One stop
L + 6.50%
(c)
7.80%
01/2020
10,427
10,321
1.1
10,427
Cycle Gear, Inc.
One stop
L + 6.50%
(c)
7.82%
01/2020
607
602
0.1
607
Cycle Gear, Inc.
(4)
One stop
L + 6.50%
N/A
(5)
01/2020
—
(12
)
—
—
DTLR, Inc.
*^#
One stop
L + 6.50%
(c)
7.81%
08/2022
22,962
22,626
2.4
22,617
Elite Sportswear, L.P.
Senior loan
L + 5.25%
(c)
6.58%
03/2020
6,942
6,854
0.7
6,957
Elite Sportswear, L.P.
Senior loan
L + 5.00%
(c)
6.33%
03/2020
2,792
2,756
0.3
2,779
Elite Sportswear, L.P.
Senior loan
L + 5.25%
(c)
6.58%
03/2020
1,436
1,423
0.2
1,439
Elite Sportswear, L.P.
*
Senior loan
L + 5.25%
(c)
6.55%
03/2020
471
467
0.1
472
Elite Sportswear, L.P.
Senior loan
L + 5.25%
(c)
6.58%
03/2020
218
215
—
218
Elite Sportswear, L.P.
*
Senior loan
L + 5.25%
(a)
6.49%
03/2020
208
206
—
209
Elite Sportswear, L.P.
One stop
L + 5.00%
N/A
(5)
06/2018
—
—
—
—
Elite Sportswear, L.P.
(4)
Senior loan
L + 5.00%
N/A
(5)
03/2020
—
(5
)
—
(4
)
Feeders Supply Company, LLC
One stop
L + 5.75%
(a)
6.99%
04/2021
5,049
4,966
0.5
5,049
Feeders Supply Company, LLC
Subordinated debt
N/A
12.50% cash/7.00% PIK
04/2021
59
59
—
59
Feeders Supply Company, LLC
One stop
L + 5.75%
N/A
(5)
04/2021
—
—
—
—
Marshall Retail Group LLC, The
^#
One stop
L + 6.00%
(c)
7.30%
08/2020
12,023
11,950
1.3
12,023
Marshall Retail Group LLC, The
One stop
P + 4.75%
(e)
9.00%
08/2019
293
279
—
293
Mills Fleet Farm Group LLC
*^
One stop
L + 5.50%
(a)
6.74%
02/2022
1,815
1,723
0.2
1,815
Paper Source, Inc.
^#
One stop
L + 6.25%
(c)
7.58%
09/2019
12,626
12,558
1.3
12,626
Paper Source, Inc.
*
One stop
L + 6.25%
(c)
7.58%
09/2019
1,677
1,666
0.2
1,677
Paper Source, Inc.
One stop
P + 5.00%
(e)
9.25%
09/2019
525
515
0.1
525
Pet Holdings ULC
*^(7)(8)
One stop
L + 5.50%
(c)
6.80%
07/2022
14,627
14,394
1.5
14,627
Pet Holdings ULC
(7)(8)
One stop
L + 5.50%
(c)
6.81%
07/2022
56
55
—
56
Pet Holdings ULC
(4)(7)(8)
One stop
L + 5.50%
N/A
(5)
07/2022
—
(2
)
—
—
PetPeople Enterprises, LLC
#
One stop
L + 6.00%
(c)
7.32%
09/2023
3,145
3,107
0.3
3,114
PetPeople Enterprises, LLC
One stop
N/A
8.25% PIK
01/2019
155
155
—
155
PetPeople Enterprises, LLC
(4)
One stop
L + 6.00%
N/A
(5)
09/2023
—
—
—
(1
)
PetPeople Enterprises, LLC
(4)
One stop
L + 6.00%
N/A
(5)
09/2023
—
(1
)
—
—
134,245
132,427
14.0
133,871
See Notes to Consolidated Financial Statements.
34
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Telecommunications
Arise Virtual Solutions, Inc.
^
One stop
L + 6.00%
(c)
7.33%
12/2018
$
1,260
$
1,256
0.1
%
$
1,260
Arise Virtual Solutions, Inc.
One stop
L + 6.00%
N/A
(5)
12/2018
—
—
—
—
NetMotion Wireless Holdings, Inc.
*^#
One stop
L + 6.25%
(c)
7.58%
10/2021
7,338
7,249
0.8
7,338
NetMotion Wireless Holdings, Inc.
(4)
One stop
L + 6.25%
N/A
(5)
10/2021
—
(1
)
—
—
8,598
8,504
0.9
8,598
Textile and Leather
SHO Holding I Corporation
*
Senior loan
L + 5.00%
(a)
6.24%
10/2022
2,233
2,194
0.2
2,233
SHO Holding I Corporation
Senior loan
L + 4.00%
(a)(b)
5.24%
10/2021
16
15
—
14
2,249
2,209
0.2
2,247
Utilities
Arcos, LLC
One stop
L + 6.00%
(c)
7.33%
02/2021
3,679
3,629
0.4
3,679
Arcos, LLC
One stop
L + 6.00%
N/A
(5)
02/2021
—
—
—
—
Power Plan Holdings, Inc.
*^
Senior loan
L + 5.25%
(a)
6.49%
02/2022
6,434
6,346
0.7
6,434
PowerPlan Holdings, Inc.
*
Senior loan
L + 5.25%
(a)
6.49%
02/2022
5,659
5,606
0.5
5,659
PowerPlan Holdings, Inc.
(4)
Senior loan
L + 5.25%
N/A
(5)
02/2021
—
(6
)
—
—
15,772
15,575
1.6
15,772
Total non-controlled/non-affiliate company debt investments
$
1,551,043
$
1,531,357
160.2
%
$
1,534,909
Equity Investments
(9)(10)
Aerospace and Defense
NTS Technical Systems
Common stock
N/A
N/A
N/A
2
$
1,506
0.1
%
$
835
NTS Technical Systems
Preferred stock B
N/A
N/A
N/A
—
256
—
275
NTS Technical Systems
Preferred stock A
N/A
N/A
N/A
—
128
—
150
Tresys Technology Holdings, Inc.
Common stock
N/A
N/A
N/A
295
295
—
—
Whitcraft LLC
Common stock
N/A
N/A
N/A
4
375
0.1
375
2,560
0.2
1,635
Automobile
Polk Acquisition Corp.
LP interest
N/A
N/A
N/A
1
144
—
92
Beverage, Food and Tobacco
Atkins Nutritionals, Inc
LLC interest
N/A
N/A
N/A
57
—
0.1
578
Benihana, Inc.
LLC units
N/A
N/A
N/A
43
699
—
357
C. J. Foods, Inc.
Preferred stock
N/A
N/A
N/A
—
75
—
302
Cafe Rio Holding, Inc.
Common stock
N/A
N/A
N/A
2
224
—
224
Hopdoddy Holdings, LLC
LLC interest
N/A
N/A
N/A
27
130
—
89
Hopdoddy Holdings, LLC
LLC interest
N/A
N/A
N/A
12
36
—
25
Julio & Sons Company
LLC interest
N/A
N/A
N/A
521
521
0.1
1,012
P&P Food Safety US Acquisition, Inc.
LLC interest
N/A
N/A
N/A
2
204
—
210
Purfoods, LLC
LLC interest
N/A
N/A
N/A
381
381
—
411
Richelieu Foods, Inc.
LP interest
N/A
N/A
N/A
220
220
0.1
580
Rubio's Restaurants, Inc.
Preferred stock
N/A
N/A
N/A
2
945
0.2
1,951
Tate's Bake Shop, Inc.
LP interest
N/A
N/A
N/A
462
428
0.1
647
Uinta Brewing Company
LP interest
N/A
N/A
N/A
462
462
—
—
4,325
0.6
6,386
Buildings and Real Estate
Brooks Equipment Company, LLC
Common stock
N/A
N/A
N/A
10
1,021
0.1
1,502
See Notes to Consolidated Financial Statements.
35
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Chemicals, Plastics and Rubber
Flexan, LLC
Preferred stock A
N/A
N/A
N/A
—
$
90
0.1
%
$
108
Flexan, LLC
Common stock
N/A
N/A
N/A
1
—
—
17
90
0.1
125
Diversified/Conglomerate Manufacturing
Chase Industries, Inc.
LLC units
N/A
N/A
N/A
1
1,186
0.2
2,131
Inventus Power, Inc.
Preferred stock
N/A
N/A
N/A
—
370
—
—
Inventus Power, Inc.
Common stock
N/A
N/A
N/A
—
—
—
—
Reladyne, Inc.
LP interest
N/A
N/A
N/A
—
249
0.1
463
Sunless Merger Sub, Inc.
LP interest
N/A
N/A
N/A
160
160
—
—
1,965
0.3
2,594
Diversified/Conglomerate Service
Accela, Inc.
LLC units
N/A
N/A
N/A
296
296
—
296
Actiance, Inc.
Warrant
N/A
N/A
N/A
510
122
—
178
Agility Recovery Solutions Inc.
Preferred stock
N/A
N/A
N/A
67
341
0.1
429
Bomgar Corporation
Common stock
N/A
N/A
N/A
—
107
—
120
Bomgar Corporation
Common stock
N/A
N/A
N/A
72
1
—
6
DISA Holdings Acquisition Subsidiary Corp.
Common stock
N/A
N/A
N/A
—
154
—
150
HealthcareSource HR, Inc.
LLC interest
N/A
N/A
N/A
—
348
0.1
371
Host Analytics, Inc.
Warrant
N/A
N/A
N/A
347
130
—
277
Marathon Data Operating Co., LLC
LLC units
N/A
N/A
N/A
1
264
0.1
550
Marathon Data Operating Co., LLC
LLC units
N/A
N/A
N/A
1
264
0.1
986
Maverick Bidco Inc.
LLC units
N/A
N/A
N/A
1
369
0.1
369
MMan Acquisition Co.
LP interest
N/A
N/A
N/A
263
263
—
263
Project Alpha Intermediate Holding, Inc.
Common stock
N/A
N/A
N/A
—
417
0.1
459
Project Alpha Intermediate Holding, Inc.
Common stock
N/A
N/A
N/A
103
4
—
4
Secure-24, LLC
LLC units
N/A
N/A
N/A
263
148
0.1
802
Switchfly, Inc.
Warrant
N/A
N/A
N/A
60
85
—
136
Vendavo, Inc.
Preferred stock
N/A
N/A
N/A
894
894
0.1
831
Verisys Corporation
LLC interest
N/A
N/A
N/A
261
261
—
284
Vitalyst, LLC
Preferred stock A
N/A
N/A
N/A
—
61
—
58
Vitalyst, LLC
Common stock
N/A
N/A
N/A
1
7
—
—
Workforce Software, LLC
LLC units
N/A
N/A
N/A
308
308
—
357
Xmatters, Inc. and Alarmpoint, Inc.
Warrant
N/A
N/A
N/A
43
34
—
31
4,878
0.8
6,957
Ecological
Pace Analytical Services, LLC
LLC units
N/A
N/A
N/A
3
304
—
364
304
—
364
Electronics
Diligent Corporation
(11)
Preferred stock
N/A
N/A
N/A
83
66
—
121
Gamma Technologies, LLC
LLC units
N/A
N/A
N/A
1
134
—
331
Project Silverback Holdings Corp.
Preferred stock
N/A
N/A
N/A
3
6
—
256
SEI, Inc.
LLC units
N/A
N/A
N/A
340
265
0.1
482
Sloan Company, Inc., The
LLC units
N/A
N/A
N/A
—
122
—
1
Sloan Company, Inc., The
LLC units
N/A
N/A
N/A
1
14
—
—
607
0.1
1,191
See Notes to Consolidated Financial Statements.
36
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Grocery
MyWebGrocer, Inc.
LLC units
N/A
N/A
N/A
1,418
$
1,446
0.2
%
$
2,064
MyWebGrocer, Inc.
Preferred stock
N/A
N/A
N/A
71
165
—
268
1,611
0.2
2,332
Healthcare, Education and Childcare
Active Day, Inc.
LLC interest
N/A
N/A
N/A
1
614
0.1
718
Acuity Eyecare Holdings, LLC
LLC interest
N/A
N/A
N/A
198
198
—
247
ADCS Clinics Intermediate Holdings, LLC
Preferred stock
N/A
N/A
N/A
1
579
0.1
467
ADCS Clinics Intermediate Holdings, LLC
Common stock
N/A
N/A
N/A
—
6
—
—
Advanced Pain Management Holdings, Inc.
Preferred stock
N/A
N/A
N/A
8
829
—
—
Advanced Pain Management Holdings, Inc.
Common stock
N/A
N/A
N/A
67
67
—
—
Advanced Pain Management Holdings, Inc.
Preferred stock
N/A
N/A
N/A
1
64
—
—
BIORECLAMATIONIVT, LLC
LLC interest
N/A
N/A
N/A
—
407
0.1
614
California Cryobank, LLC
LLC units
N/A
N/A
N/A
—
28
—
36
California Cryobank, LLC
LLC units
N/A
N/A
N/A
—
11
—
12
California Cryobank, LLC
LLC units
N/A
N/A
N/A
—
—
—
12
DCA Investment Holding, LLC
LLC units
N/A
N/A
N/A
8,637
864
0.1
938
DCA Investment Holding, LLC
LLC units
N/A
N/A
N/A
87
9
—
—
Deca Dental Management LLC
LLC units
N/A
N/A
N/A
357
357
0.1
410
Dental Holdings Corporation
LLC units
N/A
N/A
N/A
805
805
0.1
550
Encore GC Acquisition, LLC
LLC units
N/A
N/A
N/A
18
182
—
149
Encore GC Acquisition, LLC
LLC units
N/A
N/A
N/A
18
—
—
—
Eyecare Services Partners Holdings LLC
LLC units
N/A
N/A
N/A
—
133
—
133
Eyecare Services Partners Holdings LLC
LLC units
N/A
N/A
N/A
—
1
—
1
G & H Wire Company, Inc.
LLC interest
N/A
N/A
N/A
148
148
—
148
IntegraMed America, Inc.
LLC interest
N/A
N/A
N/A
1
458
0.1
358
IntegraMed America, Inc.
LLC interest
N/A
N/A
N/A
—
417
—
328
Kareo, Inc.
Warrant
N/A
N/A
N/A
22
160
—
160
Katena Holdings, Inc.
LLC units
N/A
N/A
N/A
—
387
—
258
Lombart Brothers, Inc.
Common stock
N/A
N/A
N/A
—
132
—
176
MWD Management, LLC & MWD Services, Inc.
LLC interest
N/A
N/A
N/A
121
121
—
121
Oliver Street Dermatology Holdings, LLC
LLC units
N/A
N/A
N/A
234
234
0.1
313
Pentec Acquisition Sub, Inc.
Preferred stock
N/A
N/A
N/A
1
116
—
248
Pinnacle Treatment Centers, Inc.
Preferred stock
N/A
N/A
N/A
—
221
—
227
Pinnacle Treatment Centers, Inc.
Common stock
N/A
N/A
N/A
2
2
—
—
Radiology Partners, Inc.
LLC units
N/A
N/A
N/A
43
85
—
100
Reliant Pro ReHab, LLC
Preferred stock A
N/A
N/A
N/A
2
183
0.1
869
RXH Buyer Corporation
LP interest
N/A
N/A
N/A
7
683
—
239
Sage Dental Management, LLC
LLC units
N/A
N/A
N/A
—
249
0.1
370
Sage Dental Management, LLC
LLC units
N/A
N/A
N/A
3
3
—
134
SLMP, LLC
LLC interest
N/A
N/A
N/A
256
256
—
256
Spear Education, LLC
LLC units
N/A
N/A
N/A
—
62
—
71
Spear Education, LLC
LLC units
N/A
N/A
N/A
1
1
—
23
SSH Corporation
Common stock
N/A
N/A
N/A
—
40
—
61
Surgical Information Systems, LLC
Common stock
N/A
N/A
N/A
4
414
0.1
688
U.S. Renal Care, Inc.
LP interest
N/A
N/A
N/A
1
2,665
0.1
1,153
WHCG Management, LLC
LLC interest
N/A
N/A
N/A
—
220
—
217
Young Innovations, Inc.
LLC units
N/A
N/A
N/A
—
236
—
183
See Notes to Consolidated Financial Statements.
37
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Healthcare, Education and Childcare - (continued)
Young Innovations, Inc.
Common stock
N/A
N/A
N/A
2
$
—
—
%
$
234
12,647
1.2
11,222
Insurance
Captive Resources Midco, LLC
LLC units
N/A
N/A
N/A
1
—
0.1
346
Internet Pipeline, Inc.
(11)
Preferred stock
N/A
N/A
N/A
—
72
—
87
Internet Pipeline, Inc.
Common stock
N/A
N/A
N/A
44
1
—
143
73
0.1
576
Leisure, Amusement, Motion Pictures, Entertainment
LMP TR Holdings, LLC
LLC units
N/A
N/A
N/A
712
712
—
509
PADI Holdco, Inc.
LLC units
N/A
N/A
N/A
—
414
—
414
Titan Fitness, LLC
LLC units
N/A
N/A
N/A
7
712
0.1
826
1,838
0.1
1,749
Personal and Non Durable Consumer Products (Mfg. Only)
Georgica Pine Clothiers, LLC
LLC interest
N/A
N/A
N/A
11
106
—
103
Massage Envy, LLC
LLC interest
N/A
N/A
N/A
749
210
0.1
866
Team Technologies Acquisition Company
Common stock
N/A
N/A
N/A
—
114
—
297
430
0.1
1,266
Personal, Food and Miscellaneous Services
Community Veterinary Partners, LLC
Common stock
N/A
N/A
N/A
1
147
0.1
153
R.G. Barry Corporation
Preferred stock A
N/A
N/A
N/A
—
161
—
108
Southern Veterinary Partners, LLC
LLC units
N/A
N/A
N/A
—
38
—
37
Southern Veterinary Partners, LLC
LLC units
N/A
N/A
N/A
40
2
—
2
Vetcor Professional Practices LLC
LLC units
N/A
N/A
N/A
766
459
0.1
510
Vetcor Professional Practices LLC
LLC units
N/A
N/A
N/A
85
85
0.1
1,027
Veterinary Specialists of North America, LLC
LLC units
N/A
N/A
N/A
—
106
—
141
Wetzel's Pretzels, LLC
Common stock
N/A
N/A
N/A
—
160
—
186
1,158
0.3
2,164
Printing and Publishing
Brandmuscle, Inc.
LLC interest
N/A
N/A
N/A
—
240
—
236
Retail Stores
Barcelona Restaurants, LLC
LP interest
N/A
N/A
N/A
1,996
—
0.7
6,945
Batteries Plus Holding Corporation
LLC units
N/A
N/A
N/A
5
529
0.1
685
Cycle Gear, Inc.
LLC interest
N/A
N/A
N/A
19
248
0.1
379
DTLR, Inc.
LLC interest
N/A
N/A
N/A
4
411
0.1
573
Elite Sportswear, L.P.
LLC interest
N/A
N/A
N/A
—
158
—
97
Feeders Supply Company, LLC
Preferred stock
N/A
N/A
N/A
2
192
—
219
Feeders Supply Company, LLC
Common stock
N/A
N/A
N/A
—
—
—
105
Marshall Retail Group LLC, The
LLC units
N/A
N/A
N/A
15
154
—
82
Paper Source, Inc.
Common stock
N/A
N/A
N/A
8
1,387
0.1
911
Pet Holdings ULC
(7)(8)
LP interest
N/A
N/A
N/A
455
386
—
469
3,465
1.1
10,465
See Notes to Consolidated Financial Statements.
38
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
Investment
Spread
Above
Index
(1)
Interest
Rate
(2)
Maturity
Date
Principal ($) /
Shares
(3)
Amortized Cost
Percentage
of Net
Assets
Fair
Value
(16)
Utilities
PowerPlan Holdings, Inc.
Common stock
N/A
N/A
N/A
—
$
260
—
%
$
260
PowerPlan Holdings, Inc.
Common stock
N/A
N/A
N/A
152
3
0.1
268
263
0.1
528
Total non-controlled/non-affiliate company equity investments
$
37,619
5.4
%
$
51,384
Total non-controlled/non-affiliate company investments
$
1,551,043
$
1,568,976
165.6
%
$
1,586,293
Non-controlled affiliate company investments
(12)
Debt investments
Mining, Steel, Iron and Non-Precious Metals
Benetech, Inc.
*(7)
One stop
L + 11.00%
(a)
10.25% cash/2.00% PIK
08/2018
$
4,438
$
4,435
0.4
%
$
3,551
Benetech, Inc.
(7)
One stop
P + 9.75%
(a)(e)
11.96% cash/2.00% PIK
08/2018
371
371
—
146
4,809
4,806
0.4
3,697
Total non-controlled affiliate company debt investments
$
4,809
$
4,806
0.4
%
$
3,697
Equity Investments
(9)(10)
Mining, Steel, Iron and Non-Precious Metals
Benetech, Inc.
(7)
LLC interest
N/A
N/A
N/A
—
$
—
—
%
$
10
Benetech, Inc.
(7)
LLC interest
N/A
N/A
N/A
—
—
—
—
—
—
10
Total non-controlled affiliate company equity investments
$
—
—
%
$
10
Total non-controlled affiliate company investments
$
4,809
$
4,806
0.4
%
$
3,707
Controlled affiliate company investments
(13)
Equity Investments
(9)
Investment Funds and Vehicles
Senior Loan Fund LLC
(7)(14)
LLC interest
N/A
N/A
—
$
97,457
9.9
%
$
95,015
Total controlled affiliate company equity investments
$
97,457
9.9
%
$
95,015
Total investments
$
1,555,852
$
1,671,239
175.9
%
$
1,685,015
Cash, cash equivalents and restricted cash and cash equivalents
Cash and restricted cash
$
48,733
5.1
%
$
48,733
BlackRock Liquidity Funds T-Fund Institutional Shares (CUSIP 09248U718)
0.91%
(15)
13,825
1.4
13,825
Total cash, cash equivalents and restricted cash and cash equivalents
$
62,558
6.5
%
$
62,558
Total investments and cash, cash equivalents and restricted cash and cash equivalents
$
1,733,797
182.4
%
$
1,747,573
See Notes to Consolidated Financial Statements.
39
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2017
(In thousands)
*
Denotes that all or a portion of the loan secures the notes offered in the 2010 Debt Securitization (as defined in Note 6).
^
Denotes that all or a portion of the loan secures the notes offered in the 2014 Debt Securitization (as defined in Note 6).
#
Denotes that all or a portion of the loan collateralizes the Credit Facility (as defined in Note 6).
(1)
The majority of the investments bear interest at a rate that may be determined by reference to LIBOR or Prime and which reset daily, quarterly or semiannually. For each, the Company has provided the spread over LIBOR or Prime and the weighted average current interest rate in effect at September 30, 2017. Certain investments are subject to a LIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. Listed below are the index rates as of September 29, 2017. The actual index rate for each loan listed may not be the applicable index rate outstanding as of September 30, 2017, as the loan may have priced or repriced based on an index rate prior to September 29, 2017, which was the last business day of the period on which LIBOR was determined.
(a)
Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 1.23% as of September 29, 2017.
(b)
Denotes that all or a portion of the loan was indexed to the 60-day LIBOR, which was 1.27% as of September 29, 2017.
(c)
Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 1.33% as of September 29, 2017.
(d)
Denotes that all or a portion of the loan was indexed to the 180-day LIBOR, which was 1.51% as of September 29, 2017.
(e)
Denotes that all or a portion of the loan was indexed to the Prime rate, which was 4.25% as of September 29, 2017.
(2)
For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of September 30, 2017.
(3)
The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(4)
The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(5)
The entire commitment was unfunded as of September 30, 2017. As such, no interest is being earned on this investment.
(6)
Loan was on non-accrual status as of September 30, 2017, meaning that the Company has ceased recognizing interest income on the loan.
(7)
The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of September 30, 2017, total non-qualifying assets at fair value represented 6.7% of the Company's assets calculated in accordance with the 1940 Act.
(8)
The headquarters of this portfolio company is located in Canada.
(9)
Equity investments are non-income producing securities unless otherwise noted.
(10)
Ownership of certain equity investments may occur through a holding company or partnership.
(11)
The Company holds an equity investment that entitles it to receive preferential dividends
(12)
As defined in the 1940 Act, the Company is deemed to be an "affiliated person" of the company as the Company along with affiliated entities owns five percent or more of the portfolio company's securities. Transactions related to investments in non-controlled affiliates for the year ended September 30, 2017 were as follows:
Portfolio
Company
Fair value as of September 30, 2016
Purchases (cost)
(f)
Redemptions
(cost)
Transfer in (out)
Discount
accretion
Net change in unrealized
gain/(loss)
Fair value as of September 30, 2017
Net realized gain/(loss)
Interest and
fee income
Dividend
income
Benetech, Inc.
(g)
$
—
$
17
$
(68
)
$
3,738
$
2
$
18
$
3,707
$
—
$
113
$
—
Competitor Group, Inc.
9,618
491
(15,615
)
—
278
5,228
—
(6,442
)
1,023
—
Total Non-Controlled Affiliates
$
9,618
$
508
$
(15,683
)
$
3,738
$
280
$
5,246
$
3,707
$
(6,442
)
$
1,136
$
—
(f)
Purchases at cost includes amounts related to PIK interest capitalized and added to the principal balance of the respective loans.
(g)
During the three months ended September 30, 2017, the Company's ownership increased to over five percent of the portfolio company's voting securities.
(13)
As defined in the 1940 Act, the Company is deemed to be both an "affiliated person" of and "control" this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Transactions related to investments in controlled affiliates for the year ended September 30, 2017 were as follows:
Portfolio
Company
Fair value as of September 30, 2016
Purchases (cost)
(h)
Redemptions
(cost)
Transfer in (out)
Discount
accretion
Net change in unrealized
gain/(loss)
Fair value as of September 30, 2017
Net realized gain/(loss)
Interest and
fee income
Dividend
income
Senior Loan Fund LLC
(i)
$
104,228
$
96,688
$
(107,870
)
$
—
$
—
$
1,969
$
95,015
$
—
$
1,639
$
4,929
Total Controlled Affiliates
$
104,228
$
96,688
$
(107,870
)
$
—
$
—
$
1,969
$
95,015
$
—
$
1,639
$
4,929
(h)
Purchases at cost includes amounts related to PIK interest capitalized and added to the principal balance of the respective loans.
(i)
Together with RGA, the Company co-invests through SLF. SLF is capitalized as transactions are completed and all portfolio and investment decisions in respect to SLF must be approved by the SLF investment committee consisting of two representatives of the Company and RGA (with unanimous approval required from (i) one representative of each of the Company and RGA or (ii) both representatives of each of the Company and RGA). Therefore, although the Company owns more than 25% of the voting securities of SLF, the Company does not believe that it has control over SLF for purposes of the 1940 Act or otherwise.
(14)
The Company receives quarterly profit distributions from its equity investment in SLF. See note 4. Investments.
(15)
The rate shown is the annualized seven-day yield as of September 30, 2017.
(16)
The fair value of the investment was valued using significant unobservable inputs. See Note 5. Fair Value Measurements.
See Notes to Consolidated Financial Statements.
40
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
Note 1. Organization
Golub Capital BDC, Inc. (“GBDC” and, collectively with its subsidiaries, the “Company”) is an externally managed, closed-end, non-diversified management investment company. GBDC has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, GBDC has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company’s investment strategy is to invest primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. The Company may also selectively invest in second lien and subordinated (a loan that ranks senior only to a borrower’s equity securities and ranks junior to all of such borrower’s other indebtedness in priority of payment) loans of, and warrants and minority equity securities in, U.S. middle-market companies. 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. Under an administration agreement (the “Administration Agreement”) the Company is provided with certain services by an administrator (the “Administrator”), which is currently Golub Capital LLC.
Note 2. Significant Accounting Policies and Recent Accounting Updates
Basis of presentation:
The Company is an investment company as defined in the accounting and reporting guidance under Accounting Standards Codification (“ASC”) Topic 946 —
Financial Services
—
Investment Companies
(“ASC Topic 946”).
The accompanying interim 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”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. 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. The unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto in the Company’s Form 10-K for the year ended
September 30, 2017
, as filed with the U.S. Securities and Exchange Commission (the "SEC").
Fair value of financial instruments:
The Company applies fair value to all of its financial instruments in accordance with ASC Topic 820 —
Fair Value Measurement
(“ASC Topic 820”). 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.
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 and the Company’s board of directors (the “Board”) to confirm that the changes are appropriate. 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
.
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
41
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
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 provided under Regulation S-X and ASC Topic 946, 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 the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries Golub Capital BDC 2010-1 Holdings LLC (“Holdings”), Golub Capital BDC 2010-1 LLC (“2010 Issuer”), Golub Capital BDC CLO 2014 LLC (“2014 Issuer”), Golub Capital BDC Funding LLC (“Funding”), Golub Capital BDC Holdings, LLC (“BDC Holdings”), GC SBIC IV, L.P. (“SBIC IV”), GC SBIC V, L.P. (“SBIC V”) and GC SBIC VI, L.P. (“SBIC VI”). The Company does not consolidate its non-controlling interest in SLF. See further description of the Company’s investment in SLF in
Note 4
.
Assets related to transactions that do not meet ASC Topic 860 requirements for accounting sale treatment are reflected in the Company’s Consolidated Statements of Financial Condition as investments. Those assets are owned by special purpose entities, including 2010 Issuer, 2014 Issuer and Funding that are consolidated in the Company’s consolidated financial statements. The creditors of the special purpose entities have received security interests in such assets and such assets are not intended to be available to the creditors of GBDC (or any affiliate of GBDC).
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 deposits 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 include 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 and cash equivalents are held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. In addition, restricted cash and cash equivalents include amounts held within the Company’s small business investment company (“SBIC”) subsidiaries. The amounts held within the SBICs are generally restricted to the originations of new loans by the SBICs and the payment of U.S. Small Business Administration (“SBA”) debentures and related interest expense.
Foreign currency translation:
The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
(1)
cash and cash equivalents, fair value of investments, interest receivable, and other assets—at the spot exchange rate on the last business day of the period; and
(2)
purchases and sales of investments, income and expenses—at the exchange rates prevailing on the respective dates of such transactions.
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Fluctuations arising from the translation of assets other than investments are included with the net change in unrealized gains (losses) on foreign currency translation on the Consolidated Statements of Operations.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Revenue recognition:
Investments and related investment income:
Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments.
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.
For the three and nine months ended June 30, 2018, interest income included $2,350 and $7,420, respectively, of accretion of discounts. For the three and nine months ended June 30, 2017, interest income
42
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
included $3,169 and $6,792, respectively, of accretion of discounts.
For the three and nine months ended June 30, 2018, the Company received loan origination fees of $1,933 and $6,038, respectively. For the three and nine months ended June 30, 2017, the Company received loan origination fees of $3,947 and $6,976, respectively.
For investments with contractual PIK interest, 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 and nine months ended June 30, 2018
, the Company recorded PIK income of
$203
and
$722
, respectively, and received PIK payments in cash of
$0
and
$2
, respectively. For
the three and nine months ended June 30, 2017
, the Company recorded PIK income of
$632
and
$2,028
, respectively, and received PIK payments in cash of
$233
and
$419
, respectively.
In addition, the Company may generate revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans. The Company records these fees as fee income when earned. All other income is recorded into income when earned.
For the three and nine months ended June 30, 2018, fee income included $346 and $1,312, respectively, of prepayment premiums, which fees are non-recurring. For the three and nine months ended June 30, 2017, fee income included $926 and $1,191, respectively, of prepayment premiums, which fees are non-recurring.
For the three and nine months ended June 30, 2018, the Company received interest and fee income in cash, which excludes capitalized loan origination fees, in the amounts of $34,961 and $96,924, respectively. For the three and nine months ended June 30, 2017, the Company received interest and fee income in cash, which excludes capitalized loan origination fees, in the amounts of $30,805 and $89,962, respectively.
Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
For
the three and nine months ended June 30, 2018
, excluding the Company's investment in LLC equity interests in SLF, the Company recorded dividend income of
$10
and
$620
, respectively, and return of capital distributions of $0 and $373, respectively. For the three and nine months ended June 30, 2018, the Company recorded dividend income of
$2,050
and
$5,868
, respectively, and return of capital distributions of $4,463 and $8,663, respectively, from the Company's investment in LLC equity interests in SLF. For
the three and nine months ended June 30, 2017
, excluding the Company's investment in LLC equity interests in SLF, the Company recorded dividend income of
$278
and
$438
, respectively, and return of capital distributions of $18 and $999, respectively. For
the three and nine months ended June 30, 2017
, the Company recorded dividend income of
$891
and
$4,054
, respectively, and return of capital distributions of $7,350 and $9,450, respectively, from the Company's investment in LLC equity interests in SLF.
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 amortized cost basis of investment, without regard to unrealized gains or losses previously recognized. The Company reports current period 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 and foreign currency translation 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 be collected, for possible placement on non-accrual status. When a loan is placed on non-accrual status, unpaid interest credited to income is reversed. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. 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, payments are likely to remain current. The total fair value of non-accrual loans was
$13,262
and
$2,955
as of
June 30, 2018
and
September 30, 2017
, respectively.
Partial loan sales:
The Company follows the guidance in ASC Topic 860 when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest”, as
43
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain on the Company’s Consolidated Statements of Financial Condition and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. See
Note 6
for additional information.
Income taxes:
The Company has elected 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 and be subject to tax as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute dividends for U.S. federal income tax purposes to its stockholders of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax 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 retain taxable income in excess of current year dividend distributions and would distribute such taxable income in the next tax year. The Company may then be required to incur a 4% excise tax on such income. To the extent that the Company determines that it's estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. For
the three and nine months ended June 30, 2018
,
$0
and
$0
, respectively, was incurred for U.S. federal excise tax. For
the three and nine months ended June 30, 2017
,
$0
and
$17
, respectively, was incurred for U.S. federal excise tax.
The Company accounts for income taxes in conformity with ASC Topic 740 —
Income Taxes
(“ASC Topic 740”). 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 or tax benefit 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 unrecognized tax benefits or unrecognized tax liabilities related to uncertain income tax positions through
June 30, 2018
. The Company's tax returns for the 2014 through 2017 tax years remain subject to examination by U.S. federal and most state tax authorities.
Dividends and distributions:
Dividends and distributions to common stockholders are recorded on the ex-dividend 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 participate in the DRIP will have their cash distribution reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company may use newly issued shares under the guidelines of the DRIP (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 (“NAV”) 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 the DRIP.
In the event the market price per share of the Company’s common stock on the date of a distribution exceeds the most recently computed NAV per share of the common stock, the Company will issue shares of common stock to participants in the DRIP at the greater of the most recently computed NAV per share of common stock or 95% of the current market price per share of common stock (or such lesser discount to the current market price per share that still exceeds the most recently computed NAV per share of common stock).
Share repurchase plan:
The Company has a share repurchase program (the “Program”) which allows the Company to repurchase up to
$75,000
of the Company’s outstanding common stock on the open market at prices below the Company’s NAV as reported in its most recently published consolidated financial statements. The Board most recently reapproved the Program in
August 2018
and the Program may be implemented at the discretion of management. The shares may be purchased from time to time at prevailing market
44
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
prices, through open market transactions, including block transactions. The Company did not make any repurchases of its common stock during each of
the three and nine months ended June 30, 2018 and 2017
.
Deferred debt issuance costs:
Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. As of
June 30, 2018
and
September 30, 2017
, the Company had deferred debt issuance costs of
$3,128
and
$4,273
, 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 and nine months ended June 30, 2018 was $807 and $2,242, respectively. Amortization expense for the three and nine months ended June 30, 2017 was $843 and $2,488, respectively.
Deferred offering costs:
Deferred offering costs consist of fees paid in relation to legal, accounting, regulatory and printing work completed in preparation of equity offerings. Deferred offering costs are charged against the proceeds from equity offerings when received. As of
June 30, 2018
and
September 30, 2017
, deferred offering costs, which are included in other assets on the Consolidated Statements of Financial Condition, were
$112
and
$111
, respectively.
Accounting for derivative instruments:
The Company does not utilize hedge accounting and marks its derivatives, if any, to market through a net change in unrealized appreciation (depreciation) on derivative instruments in the Consolidated Statements of Operations.
Recent accounting pronouncements:
In November 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-18,
Statement of Cash Flows (Topic 230): Restricted Cash Restricted Cash, a consensus of the FASB Emerging Issues Task Force
, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for annual reporting periods, and the interim periods within those periods, beginning after December 15, 2017. The Company adopted the ASU, which did not have a material impact on the Company’s consolidated financial statements. Prior to adoption, the Company presented the change in restricted cash and cash equivalents separately as a cash flow from investing activity. Upon adoption, the Company included the restricted cash and cash equivalents in each of the balances of the cash, cash equivalents and restricted cash and cash equivalents at the beginning of and end of periods and included the change in restricted cash and cash equivalents as part of the net change in cash, cash equivalents and restricted cash and cash equivalents in the Consolidated Statements of Cash Flows and retrospectively restated the nine months ended June 30, 2017.
Note 3. Related Party Transactions
Investment Advisory Agreement:
Under the Investment Advisory Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, GBDC. The Board most recently reapproved the Investment Advisory Agreement in
May 2018
. The Investment Adviser is a registered investment adviser with the (the SEC). The Investment Adviser receives fees for providing services, consisting of two components, a base management fee and an Incentive Fee (as defined below).
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 (including assets purchased with borrowed funds and securitization-related assets, leverage, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian but adjusted to exclude cash and cash equivalents so that investors do not pay the base management fee on such assets) and is payable quarterly in arrears. Additionally, the Investment Adviser voluntarily excludes any assets funded with secured borrowing proceeds from the base management fee calculation. The base management fee is adjusted, based on the actual number of days elapsed relative to the total number of days in such calendar quarter, for any share issuances or repurchases during such calendar quarter. For purposes of the Investment Advisory Agreement, cash equivalents means U.S. government securities and commercial paper instruments maturing within 270 days of purchase (which is different than the GAAP definition, which defines cash equivalents as U.S. government securities and commercial paper instruments maturing within 90 days of purchase). 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 will 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.
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 April 13, 2010, 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).
45
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
The Company accomplishes this limitation by subjecting each quarterly Incentive Fee payable under the Income and Capital Gain Incentive Fee Calculation (as defined below) to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is equal to 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 April 13, 2010. 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. 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. “Cumulative Pre-Incentive Fee Net Income” is equal to the sum of (a) Pre-Incentive Fee Net Investment Income (as defined below) for each period since April 13, 2010 and (b) cumulative aggregate realized capital gains, cumulative aggregate realized capital losses, cumulative aggregate unrealized capital depreciation and cumulative aggregate unrealized capital appreciation since April 13, 2010.
“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, 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).
The income and capital gains incentive fee calculation (the “Income and Capital Gain Incentive Fee Calculation”) has two parts, the income component (the “Income Incentive Fee”) and the capital gains component (the “Capital Gain Incentive Fee” and, together with the Income Incentive Fee, the “Incentive Fee”). The Income Incentive Fee is calculated quarterly in arrears based on the Company’s Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter.
For the three and nine months ended June 30, 2018, the Income Incentive Fee incurred was $2,832 and $7,181, respectively. For the three and nine months ended June 30, 2017, the Income Incentive Fee incurred was $1,485 and $4,300, respectively.
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 Incentive Fee, 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 Incentive Fee will result in a positive value and an Incentive Fee will be paid even if the Company has incurred a loss in such period due to realized and/or unrealized capital losses unless the payment of such Incentive Fee would cause the Company to pay Incentive Fees on a cumulative basis that exceed the Incentive Fee Cap. 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, the Company 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.
The Company’s Pre-Incentive Fee Net Investment Income used to calculate this part of the Incentive Fee is also included in the amount of its total assets (excluding cash and cash equivalents but including assets purchased with borrowed funds and securitization-related assets, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian) used to calculate the 1.375% base management fee annual rate.
The Company calculates the Income Incentive Fee with respect to its Pre-Incentive Fee Net Investment Income quarterly, in arrears, as follows:
•
Zero in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate;
46
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
•
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 the Company’s Pre-Incentive Fee 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 Capital Gain Incentive Fee equals (a) 20.0% of the Company’s Capital Gain Incentive Fee Base (as defined below), 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), which commenced 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 (1) the sum of (i) 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, (ii) all realized capital losses on a cumulative basis and (iii) all unrealized capital depreciation on a cumulative basis less (2) all unamortized deferred debt issuance costs, if and to the extent such costs exceed all unrealized capital appreciation 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 basis 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 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.
In accordance with GAAP, the Company also is required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee on a quarterly basis as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. If the Capital Gain Incentive Fee Base, adjusted as required by GAAP to include unrealized capital appreciation, is positive at the end of a period, then GAAP requires the Company to accrue a capital gain incentive fee equal to 20% of such amount, less the aggregate amount of the actual Capital Gain Incentive Fees paid and capital gain incentive fees accrued under GAAP in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual under GAAP in a given period may result in additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. There can be no assurance that such unrealized capital appreciation will be realized in the future.
For the three and nine months ended June 30, 2018, the Company accrued a capital gain incentive fee of $741 and $2,274, respectively, which accruals are included in incentive fee in the Consolidated Statements of Operations. For the three and nine months ended June 30, 2017, the Company accrued a capital gain incentive fee of $588 and $1,974, respectively, which accruals are included in incentive fee in the Consolidated Statements of Operations.
As of
June 30, 2018
and
September 30, 2017
, included in management and incentive fees payable on the Consolidated Statements of Financial Condition were
$7,975
and
$6,896
, respectively, for cumulative accruals for capital gain incentive fees under GAAP, including the amounts payable pursuant to the Investment Advisory Agreement described above.
As
June 30, 2018
and
September 30, 2017
the Capital Gain Incentive Fee payable as calculated under the Investment Advisory Agreement (as described above) was
$2,618
and
$388
, respectively. Any payment due under the terms of the Investment Advisory Agreement is calculated in arrears at the end of each calendar year and the Company paid a $1,196 Capital Gain Incentive Fee calculated in accordance with the Investment Advisory Agreement as of December 31, 2017. The Company did not pay any capital gain incentive fee under the Investment Advisory Agreement for any period ended prior to December 31, 2017.
The sum of the Income Incentive Fee and the Capital Gain Incentive Fee is the “Incentive Fee.”
Administration Agreement:
Under the Administration Agreement, the Administrator furnishes the Company with office facilities and equipment, provides the Company with clerical, bookkeeping and record keeping services at such facilities and provides the
47
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
Company with other administrative services as the Administrator, subject to review by the Board, determines necessary to conduct the Company’s day-to-day operations. The Company reimburses the Administrator the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, fees and expenses associated with performing compliance functions and the Company'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, including any allocation of expenses among the Company and other entities for which the Administrator provides similar services, are reasonable and comparable to administrative services charged by unaffiliated third party asset managers. Under the Administration Agreement, the Administrator also provides, on the Company’s behalf, managerial assistance to those portfolio companies to which the Company is required to provide such assistance and will be paid an additional amount based on the cost of the services provided, which amount shall not exceed the amount the Company receives from such portfolio companies.
Included in accounts payable and accrued expenses is
$601
and
$620
as of
June 30, 2018
and
September 30, 2017
, respectively, for accrued allocated shared services under the Administration Agreement.
Other related party transactions:
The Administrator pays for certain unaffiliated third-party expenses incurred by the Company. Such expenses include postage, printing, office supplies, rating agency fees and professional fees. These expenses are not marked-up and represent the same amount the Company would have paid had the Company paid the expenses directly. These expenses are subsequently reimbursed in cash.
Total expenses reimbursed to the Administrator during the three and nine months ended June 30, 2018 were $410 and $1,730, respectively. Total expenses reimbursed to the Administrator during the three and nine months ended June 30, 2017 were $430 and $1,749, respectively.
As of
June 30, 2018
and
September 30, 2017
, included in accounts payable and accrued expenses were
$681
and
$799
, respectively, for accrued expenses paid on behalf of the Company by the Administrator.
On
June 22, 2016
, the Company entered into an unsecured revolving credit facility with the Investment Adviser (the "Adviser Revolver"), with a maximum credit limit of
$20,000
and expiration date of
June 22, 2019
. Refer to
Note 6
for discussion of the Adviser Revolver.
During the three and nine months ended June 30, 2018, the Company sold $0 and $6,191, respectively, of investments and unfunded commitments to SLF at fair value and recognized $0 and $20, respectively, of net realized gains. During the three and nine months ended June 30, 2017, the Company sold $8,852 and $93,083, respectively, of investments and unfunded commitments to SLF at fair value and recognized $22 and $598, respectively, of net realized gains.
During the three and nine months ended June 30, 2018, SLF incurred an administrative service fee of $119 and $340, respectively, to reimburse the Administrator for expenses pursuant to an administrative and loan services agreement by and between SLF and the Administrator. During the three and nine months ended June 30, 2017, SLF incurred an administrative service fee of $123 and $354, respectively to reimburse the Administrator for expenses pursuant to an administrative and loan services agreement by and between SLF and the Administrator.
48
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
Note 4. Investments
Investments as of
June 30, 2018
and
September 30, 2017
consisted of the following:
As of June 30, 2018
As of September 30, 2017
Principal
Amortized
Cost
Fair
Value
Principal
Amortized
Cost
Fair
Value
Senior secured
$
218,376
$
216,216
$
217,131
$
197,734
$
195,790
$
195,029
One stop
1,447,589
1,430,399
1,435,484
1,348,625
1,331,008
1,334,084
Second lien
9,435
9,330
9,435
9,434
9,306
9,434
Subordinated debt
247
247
247
59
59
59
LLC equity interests in SLF
(1)
N/A
95,532
92,579
N/A
97,457
95,015
Equity
N/A
37,490
43,639
N/A
37,619
51,394
Total
$
1,675,647
$
1,789,214
$
1,798,515
$
1,555,852
$
1,671,239
$
1,685,015
(1)
SLF’s proceeds from the LLC equity interests invested in SLF were utilized by SLF to invest in senior secured loans.
The following tables show the portfolio composition by geographic region at amortized cost and fair value as a percentage of total investments in portfolio companies. 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.
As of June 30, 2018
As of September 30, 2017
Amortized Cost:
United States
Mid-Atlantic
$
373,774
20.9
%
$
341,612
20.4
%
Midwest
351,112
19.6
405,901
24.3
West
320,378
17.9
266,546
16.0
Southeast
391,240
21.9
354,663
21.2
Southwest
181,293
10.1
153,520
9.2
Northeast
156,371
8.7
134,164
8.0
Canada
15,046
0.9
14,833
0.9
Total
$
1,789,214
100.0
%
$
1,671,239
100.0
%
Fair Value:
United States
Mid-Atlantic
$
368,300
20.5
%
$
339,358
20.1
%
Midwest
351,606
19.6
406,694
24.1
West
322,135
17.9
270,185
16.0
Southeast
396,410
22.0
356,846
21.2
Southwest
184,053
10.2
152,312
9.1
Northeast
160,615
8.9
144,468
8.6
Canada
15,396
0.9
15,152
0.9
Total
$
1,798,515
100.0
%
$
1,685,015
100.0
%
49
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
The industry compositions of the portfolio at amortized cost and fair value as of
June 30, 2018
and
September 30, 2017
were as follows:
As of June 30, 2018
As of September 30, 2017
Amortized Cost:
Aerospace and Defense
$
51,363
2.9
%
$
59,296
3.6
%
Automobile
18,809
1.0
16,507
1.0
Banking
—
—
17,144
1.0
Beverage, Food and Tobacco
85,564
4.8
105,466
6.3
Broadcasting and Entertainment
1,447
0.1
1,458
0.1
Buildings and Real Estate
64,926
3.6
66,317
4.0
Chemicals, Plastics and Rubber
3,483
0.2
2,407
0.1
Diversified/Conglomerate Manufacturing
90,905
5.1
98,121
5.9
Diversified/Conglomerate Service
420,076
23.5
287,765
17.2
Ecological
18,246
1.0
18,081
1.1
Electronics
116,342
6.5
84,454
5.1
Grocery
15,837
0.9
15,876
0.9
Healthcare, Education and Childcare
373,375
20.9
336,386
20.1
Home and Office Furnishings, Housewares, and Durable Consumer
15,854
0.9
16,906
1.0
Hotels, Motels, Inns, and Gaming
15,408
0.9
9,889
0.6
Insurance
43,616
2.4
34,225
2.1
Investment Funds and Vehicles
95,532
5.3
97,457
5.8
Leisure, Amusement, Motion Pictures, Entertainment
83,451
4.7
76,717
4.6
Mining, Steel, Iron and Non-Precious Metals
4,519
0.2
4,806
0.3
Oil and Gas
14,319
0.8
6,362
0.4
Personal and Non Durable Consumer Products (Mfg. Only)
68,395
3.8
68,871
4.1
Personal, Food and Miscellaneous Services
62,634
3.5
73,718
4.4
Printing and Publishing
855
0.0
*
10,567
0.6
Retail Stores
112,223
6.3
135,892
8.1
Telecommunications
6,320
0.4
8,504
0.5
Textiles and Leather
2,199
0.1
2,209
0.1
Utilities
3,516
0.2
15,838
1.0
Total
$
1,789,214
100.0
%
$
1,671,239
100.0
%
* Represents an amount less than 0.1%.
50
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
As of June 30, 2018
As of September 30, 2017
Fair Value:
Aerospace and Defense
$
48,215
2.7
%
$
56,458
3.4
%
Automobile
18,903
1.1
16,677
1.0
Banking
—
—
17,182
1.0
Beverage, Food and Tobacco
86,480
4.8
107,582
6.4
Broadcasting and Entertainment
1,458
0.1
1,469
0.1
Buildings and Real Estate
67,410
3.7
67,376
4.0
Chemicals, Plastics and Rubber
3,487
0.2
2,460
0.1
Diversified/Conglomerate Manufacturing
90,534
5.0
98,664
5.9
Diversified/Conglomerate Service
425,702
23.7
293,632
17.4
Ecological
18,548
1.0
18,536
1.1
Electronics
117,189
6.5
85,381
5.1
Grocery
16,089
0.9
16,603
1.0
Healthcare, Education and Childcare
371,119
20.6
335,880
19.9
Home and Office Furnishings, Housewares, and Durable Consumer
15,527
0.9
14,954
0.9
Hotels, Motels, Inns, and Gaming
15,396
0.9
10,057
0.6
Insurance
44,763
2.5
35,082
2.1
Investment Funds and Vehicles
92,579
5.1
95,015
5.6
Leisure, Amusement, Motion Pictures, Entertainment
84,567
4.7
76,954
4.5
Mining, Steel, Iron and Non-Precious Metals
3,988
0.2
3,707
0.2
Oil and Gas
14,408
0.8
6,351
0.4
Personal and Non Durable Consumer Products (Mfg. Only)
69,864
3.9
70,192
4.2
Personal, Food and Miscellaneous Services
65,890
3.7
72,517
4.3
Printing and Publishing
819
0.0
*
10,805
0.6
Retail Stores
113,478
6.3
144,336
8.6
Telecommunications
6,409
0.4
8,598
0.5
Textiles and Leather
2,140
0.1
2,247
0.1
Utilities
3,553
0.2
16,300
1.0
Total
$
1,798,515
100.0
%
$
1,685,015
100.0
%
* Represents an amount less than 0.1%.
Senior Loan Fund LLC:
The Company co-invests with RGA in senior secured loans through SLF, an unconsolidated Delaware LLC. SLF is capitalized as transactions are completed and all portfolio and investment decisions in respect of SLF must be approved by the SLF investment committee consisting of two representatives of each of the Company and RGA (with unanimous approval required from (i) one representative of each of the Company and RGA or (ii) both representatives of each of the Company and RGA). SLF may cease making new investments upon notification of either member but operations will continue until all investments have been sold or paid-off in the normal course of business. Investments held by SLF are measured at fair value using the same valuation methodologies as described in
Note 5
.
As of
June 30, 2018
, SLF was capitalized by LLC equity interest subscriptions from its members. On December 14, 2016, the SLF investment committee approved the recapitalization of the commitments of SLF’s members. On December 30, 2016, SLF’s members entered into additional LLC equity interest subscriptions totaling $160,000, SLF issued capital calls totaling $89,930 to the Company and RGA and the subordinated notes previously issued by SLF were redeemed and terminated.
As of
June 30, 2018
and
September 30, 2017
, the Company and RGA owned
87.5%
and
12.5%
, respectively, of the LLC equity interests of SLF. SLF’s profits and losses are allocated to the Company and RGA in accordance with their respective ownership interests.
SLF has entered into a senior secured revolving credit facility (as amended, the “SLF Credit Facility”) with Wells Fargo Bank, N.A., through its wholly-owned subsidiary Senior Loan Fund II LLC (“SLF II”), which as of
June 30, 2018
allowed SLF II to borrow up to
$200,000
at any one time outstanding, subject to leverage and borrowing base restrictions.
51
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
As of
June 30, 2018
and
September 30, 2017
, SLF had the following commitments from its members (in the aggregate):
As of June 30, 2018
As of September 30, 2017
Committed
Funded
(1)
Committed
Funded
(1)
LLC equity commitments
$
200,000
$
109,180
$
200,000
$
111,380
Total
$
200,000
$
109,180
$
200,000
$
111,380
(1)
Funded LLC equity commitments are presented net of return of capital distributions subject to recall.
As of
June 30, 2018
and
September 30, 2017
, SLF had total assets at fair value of
$229,785
and
$306,235
, respectively. As of
June 30, 2018
, SLF had no portfolio company investments on non-accrual status. As of
September 30, 2017
, SLF had one portfolio company investment on non-accrual status with a fair value of $329. The portfolio companies in SLF are in industries and geographies similar to those in which the Company may invest directly. Additionally, as of
June 30, 2018
and
September 30, 2017
, SLF had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $9,644 and $13,318, respectively.
Below is a summary of SLF’s portfolio, followed by a listing of the individual investments in SLF’s portfolio as of
June 30, 2018
and
September 30, 2017
:
As of
As of
June 30, 2018
September 30, 2017
Senior secured loans
(1)
$
228,891
$
301,583
Weighted average current interest rate on senior secured loans
(2)
7.6
%
6.4
%
Number of borrowers in SLF
38
50
Largest portfolio company investments
(1)
$
13,750
$
13,820
Total of five largest portfolio company investments
(1)
$
59,619
$
61,187
(1)
At principal amount.
(2)
Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at principal amount.
52
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
SLF Investment Portfolio as of June 30, 2018
Portfolio Company
Business Description
Security Type
Maturity
Date
Current
Interest
Rate
(1)
Principal ($) /
Shares
(2)
Fair
Value
(3)
1A Smart Start LLC
Home and Office Furnishings, Housewares, and Durable Consumer
Senior loan
02/2022
6.8
%
$
2,079
$
2,086
1A Smart Start LLC
(4)
Home and Office Furnishings, Housewares, and Durable Consumer
Senior loan
02/2022
6.6
924
926
Advanced Pain Management Holdings, Inc.,
Healthcare, Education and Childcare
Senior loan
08/2018
7.1
6,561
4,921
Advanced Pain Management Holdings, Inc.,
Healthcare, Education and Childcare
Senior loan
08/2018
7.1
449
337
Boot Barn, Inc.
Retail Stores
Senior loan
06/2021
6.8
9,533
9,533
Brandmuscle, Inc.
Printing and Publishing
Senior loan
12/2021
7.1
4,678
4,675
Captain D's, LLC
(4)
Personal, Food and Miscellaneous Services
Senior loan
12/2023
6.6
2,505
2,505
Captain D's, LLC
(4)
Personal, Food and Miscellaneous Services
Senior loan
12/2023
6.6
4
4
CLP Healthcare Services, Inc.
Healthcare, Education and Childcare
Senior loan
12/2020
7.6
8,524
8,354
CLP Healthcare Services, Inc.
Healthcare, Education and Childcare
Senior loan
12/2020
7.6
4,295
4,209
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
7.6
2,423
2,423
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
7.6
1,218
1,218
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
7.6
58
58
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
7.6
40
40
Curo Health Services LLC
(4)
Healthcare, Education and Childcare
Senior loan
02/2022
8.0
5,805
5,820
DISA Holdings Acquisition Subsidiary Corp.
(4)
Diversified/Conglomerate Service
Senior loan
06/2022
6.7
4,821
4,797
DISA Holdings Acquisition Subsidiary Corp.
(4)(5)
Diversified/Conglomerate Service
Senior loan
06/2022
N/A
(6)
—
(5
)
Encore GC Acquisition, LLC
Healthcare, Education and Childcare
Senior loan
01/2020
7.7
4,540
4,540
Flexan, LLC
Chemicals, Plastics and Rubber
Senior loan
02/2020
8.1
5,982
5,982
Flexan, LLC
Chemicals, Plastics and Rubber
Senior loan
02/2020
8.1
1,661
1,661
Flexan, LLC
(4)
Chemicals, Plastics and Rubber
Senior loan
02/2020
9.5
304
304
Gamma Technologies, LLC
(4)
Electronics
Senior loan
06/2024
7.6
10,211
10,122
III US Holdings, LLC
Diversified/Conglomerate Service
Senior loan
09/2022
8.8
4,927
4,927
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
03/2024
6.6
2,293
2,293
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
03/2024
6.6
119
119
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
03/2024
6.6
64
64
Joerns Healthcare, LLC
(4)
Healthcare, Education and Childcare
Senior loan
05/2020
8.3
8,745
8,075
Paradigm DKD Group, LLC
Buildings and Real Estate
Senior loan
11/2018
8.3
1,967
1,475
Paradigm DKD Group, LLC
Buildings and Real Estate
Senior loan
11/2018
8.3
792
644
Pasternack Enterprises, Inc. and Fairview Microwave, Inc
Diversified/Conglomerate Manufacturing
Senior loan
05/2022
9.0
5,331
5,331
Payless ShoeSource, Inc.
Retail Stores
Senior loan
08/2022
11.3
764
660
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
7.1
4,525
4,434
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
7.1
53
52
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
7.3
50
48
Premise Health Holding Corp.
(4)
Healthcare, Education and Childcare
Senior loan
06/2020
6.8
11,682
11,682
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
8.9
10,178
10,178
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
8.6
206
206
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
8.9
149
149
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
8.9
45
45
R.G. Barry Corporation
Personal, Food and Miscellaneous Services
Senior loan
09/2019
7.1
4,834
4,834
Radiology Partners, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
12/2023
9.8
8,854
8,854
Radiology Partners, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
12/2023
9.8
163
163
Reliant Pro ReHab, LLC
(4)
Healthcare, Education and Childcare
Senior loan
12/2018
12.1
3,164
3,164
53
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
SLF Investment Portfolio as of June 30, 2018 - (continued)
Portfolio Company
Business Description
Security Type
Maturity
Date
Current
Interest
Rate
(1)
Principal ($) /
Shares
(2)
Fair
Value
(3)
RSC Acquisition, Inc.
(4)
Insurance
Senior loan
11/2022
6.8
%
$
3,844
$
3,844
RSC Acquisition, Inc.
(4)
Insurance
Senior loan
11/2021
6.8
33
33
Rubio's Restaurants, Inc.
(4)
Beverage, Food and Tobacco
Senior loan
10/2019
7.6
4,954
4,954
Rug Doctor LLC
Personal and Non Durable Consumer Products (Mfg. Only)
Senior loan
04/2019
7.6
5,195
5,195
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
8.1
4,746
4,271
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
8.1
70
63
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
8.1
70
63
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
8.1
50
44
Saldon Holdings, Inc.
(4)
Diversified/Conglomerate Service
Senior loan
09/2022
6.6
2,435
2,435
SEI, Inc.
(4)
Electronics
Senior loan
07/2023
7.3
13,750
13,750
Self Esteem Brands, LLC
(4)
Leisure, Amusement, Motion Pictures, Entertainment
Senior loan
02/2020
6.8
10,342
10,342
Severin Acquisition, LLC
Diversified/Conglomerate Service
Senior loan
07/2021
7.1
5,251
5,231
Severin Acquisition, LLC
(4)
Diversified/Conglomerate Service
Senior loan
07/2021
7.2
4,795
4,795
Severin Acquisition, LLC
Diversified/Conglomerate Service
Senior loan
07/2021
7.4
663
665
Severin Acquisition, LLC
Diversified/Conglomerate Service
Senior loan
07/2021
7.1
81
80
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
7.1
4,518
4,518
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.8
3,541
3,541
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.8
659
659
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
7.1
493
493
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.9
243
243
Upstream Intermediate, LLC
Healthcare, Education and Childcare
Senior loan
01/2024
6.8
2,838
2,838
W3 Co.
Oil and Gas
Senior loan
03/2022
8.3
1,257
1,252
WHCG Management, LLC
(4)
Healthcare, Education and Childcare
Senior loan
03/2023
7.3
7,920
7,920
WIRB-Copernicus Group, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
08/2022
6.3
5,623
5,623
Total senior loan investments
$
228,891
$
224,759
Payless ShoeSource, Inc.
(7)(8)
Retail Stores
LLC interest
N/A
N/A
35
$
139
W3 Co.
(7)(8)
Oil and Gas
LLC units
N/A
N/A
3
1,138
Total equity investments
$
1,277
Total investments
$
228,891
$
226,036
(1)
Represents the weighted average annual current interest rate as of
June 30, 2018
. All interest rates are payable in cash.
(2)
The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(3)
Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board's valuation process described elsewhere herein.
(4)
The Company also holds a portion of the first lien senior secured loan in this portfolio company.
(5)
The negative fair value is the result of the unfunded commitment being valued below par.
(6)
The entire commitment was unfunded as of
June 30, 2018
. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.
(7)
Equity investment received as a result of the portfolio company's debt restructuring.
(8)
Non-income producing.
54
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
SLF Investment Portfolio as of September 30, 2017
Portfolio Company
Business Description
Security Type
Maturity
Date
Current
Interest
Rate
(1)
Principal ($) / Shares
(2)
Fair
Value
(3)
1A Smart Start LLC
Home and Office Furnishings, Housewares, and Durable Consumer
Senior loan
02/2022
6.1
%
$
2,094
$
2,105
1A Smart Start LLC
Home and Office Furnishings, Housewares, and Durable Consumer
Senior loan
02/2022
5.8
928
928
Advanced Pain Management Holdings, Inc.
Healthcare, Education and Childcare
Senior loan
02/2018
6.3
6,805
5,784
Advanced Pain Management Holdings, Inc.
Healthcare, Education and Childcare
Senior loan
02/2018
6.3
466
396
Argon Medical Devices, Inc.
Healthcare, Education and Childcare
Senior loan
12/2021
6.0
3,184
3,184
Arise Virtual Solutions, Inc.
(4)
Telecommunications
Senior loan
12/2018
7.3
9,856
9,856
Boot Barn, Inc.
Retail Stores
Senior loan
06/2021
5.8
10,073
10,073
Brandmuscle, Inc.
Printing and Publishing
Senior loan
12/2021
6.1
4,851
4,845
CLP Healthcare Services, Inc.
Healthcare, Education and Childcare
Senior loan
12/2020
6.6
8,590
8,418
CLP Healthcare Services, Inc.
Healthcare, Education and Childcare
Senior loan
12/2020
6.6
4,328
4,242
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
6.8
2,442
2,442
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
6.8
1,227
1,227
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
6.8
59
59
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
6.8
41
41
Curo Health Services LLC
(4)
Healthcare, Education and Childcare
Senior loan
02/2022
5.3
5,850
5,867
DISA Holdings Acquisition Subsidiary Corp.
Diversified/Conglomerate Service
Senior loan
12/2020
5.5
4,401
4,401
DISA Holdings Acquisition Subsidiary Corp.
Diversified/Conglomerate Service
Senior loan
12/2020
5.6
428
428
EAG, INC.
Diversified/Conglomerate Service
Senior loan
07/2018
5.5
1,964
1,964
Encore GC Acquisition, LLC
Healthcare, Education and Childcare
Senior loan
01/2020
6.8
4,725
4,725
Flexan, LLC
Chemicals, Plastics and Rubber
Senior loan
02/2020
7.1
6,029
6,029
Flexan, LLC
Chemicals, Plastics and Rubber
Senior loan
02/2020
7.1
1,686
1,686
Flexan, LLC
(4)
Chemicals, Plastics and Rubber
Senior loan
02/2020
8.8
47
47
Gamma Technologies, LLC
(4)
Electronics
Senior loan
06/2021
6.0
10,264
10,264
Harvey Tool Company, LLC
Diversified/Conglomerate Manufacturing
Senior loan
03/2020
6.1
3,064
3,064
III US Holdings, LLC
Diversified/Conglomerate Service
Senior loan
09/2022
7.9
5,044
5,044
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
12/2021
6.3
2,293
2,293
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
12/2021
6.4
102
102
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
12/2021
6.4
64
64
Joerns Healthcare, LLC
(4)
Healthcare, Education and Childcare
Senior loan
05/2020
7.8
8,745
8,202
Julio & Sons Company
Beverage, Food and Tobacco
Senior loan
12/2018
6.7
6,762
6,762
Julio & Sons Company
Beverage, Food and Tobacco
Senior loan
12/2018
6.7
2,226
2,226
Julio & Sons Company
Beverage, Food and Tobacco
Senior loan
12/2018
6.7
822
822
Loar Group Inc.
Aerospace and Defense
Senior loan
01/2022
6.0
2,164
2,164
Loar Group Inc.
Aerospace and Defense
Senior loan
01/2022
6.0
1,492
1,492
Paradigm DKD Group, LLC
Buildings and Real Estate
Senior loan
11/2018
6.2
1,977
1,977
Paradigm DKD Group, LLC
Buildings and Real Estate
Senior loan
11/2018
6.2
596
596
Park Place Technologies LLC
(4)
Electronics
Senior loan
06/2022
6.3
5,341
5,287
Pasternack Enterprises, Inc. and Fairview Microwave, Inc.
Diversified/Conglomerate Manufacturing
Senior loan
05/2022
6.2
5,372
5,372
Payless ShoeSource, Inc.
Retail Stores
Senior loan
08/2022
10.3
768
757
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
6.2
4,560
4,469
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
6.7
83
81
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
6.2
53
52
PowerPlan Holdings, Inc.
(4)
Utilities
Senior loan
02/2022
6.5
11,365
11,365
55
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
SLF Investment Portfolio as of September 30, 2017 - (continued)
Portfolio Company
Business Description
Security Type
Maturity
Date
Current
Interest
Rate
(1)
Principal ($) / Shares
(2)
Fair
Value
(3)
Premise Health Holding Corp.
(4)
Healthcare, Education and Childcare
Senior loan
06/2020
5.8
%
$
11,772
$
11,772
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
7.7
9,738
9,738
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
7.9
597
597
R.G. Barry Corporation
Personal, Food and Miscellaneous Services
Senior loan
09/2019
6.2
5,217
5,217
Radiology Partners, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
09/2020
7.1
7,793
7,793
Radiology Partners, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
09/2020
7.1
595
595
Radiology Partners, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
09/2020
7.1
505
505
Reliant Pro ReHab, LLC
(4)
Healthcare, Education and Childcare
Senior loan
12/2017
6.3
3,240
3,240
RSC Acquisition, Inc.
(4)
Insurance
Senior loan
11/2022
6.6
3,864
3,864
RSC Acquisition, Inc.
Insurance
Senior loan
11/2020
6.1
15
15
Rubio's Restaurants, Inc.
(4)
Beverage, Food and Tobacco
Senior loan
11/2018
6.1
4,992
4,992
Rug Doctor LLC
Personal and Non Durable Consumer Products (Mfg. Only)
Senior loan
06/2018
6.6
5,792
5,792
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
7.0
4,782
4,686
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
7.8
70
69
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
7.0
50
49
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
8.8
34
33
Saldon Holdings, Inc.
(4)
Diversified/Conglomerate Service
Senior loan
09/2022
5.8
2,521
2,490
Sarnova HC, LLC
Healthcare, Education and Childcare
Senior loan
01/2022
6.0
3,684
3,684
SEI, Inc.
Electronics
Senior loan
07/2021
6.0
13,820
13,820
Self Esteem Brands, LLC
(4)
Leisure, Amusement, Motion Pictures, Entertainment
Senior loan
02/2020
6.0
11,313
11,313
Severin Acquisition, LLC
(4)
Diversified/Conglomerate Service
Senior loan
07/2021
6.1
4,832
4,830
Severin Acquisition, LLC
Diversified/Conglomerate Service
Senior loan
07/2021
6.0
5,290
5,265
Severin Acquisition, LLC
Diversified/Conglomerate Service
Senior loan
07/2021
6.2
668
670
Severin Acquisition, LLC
(5)
Diversified/Conglomerate Service
Senior loan
07/2021
N/A
(6)
—
(1
)
Smashburger Finance LLC
Beverage, Food and Tobacco
Senior loan
05/2018
6.8
867
754
Smashburger Finance LLC
Beverage, Food and Tobacco
Senior loan
05/2018
6.8
68
60
Smashburger Finance LLC
Beverage, Food and Tobacco
Senior loan
05/2018
6.8
68
59
Smashburger Finance LLC
Beverage, Food and Tobacco
Senior loan
05/2018
6.8
68
59
Smashburger Finance LLC
Beverage, Food and Tobacco
Senior loan
05/2018
6.8
68
59
Smashburger Finance LLC
(5)
Beverage, Food and Tobacco
Senior loan
05/2018
N/A
(6)
—
(15
)
Stomatcare DSO, LLC
(7)
Healthcare, Education and Childcare
Senior loan
05/2022
6.2% PIK
625
329
Tate's Bake Shop, Inc.
(4)
Beverage, Food and Tobacco
Senior loan
08/2019
6.3
2,926
2,926
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
5.5
4,553
4,553
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.1
3,567
3,567
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.1
687
687
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.0
514
514
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.1
252
252
Transaction Data Systems, Inc.
Diversified/Conglomerate Service
Senior loan
06/2021
6.6
7,393
7,393
Transaction Data Systems, Inc.
Diversified/Conglomerate Service
Senior loan
06/2020
5.8
22
21
W3 Co.
Oil and Gas
Senior loan
03/2022
7.2
1,266
1,269
WHCG Management, LLC
(4)
Healthcare, Education and Childcare
Senior loan
03/2023
6.1
7,980
7,980
WIRB-Copernicus Group, Inc.
Healthcare, Education and Childcare
Senior loan
08/2022
6.3
5,666
5,666
Young Innovations, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
01/2019
6.3
10,369
10,369
Young Innovations, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
01/2019
6.3
209
209
Total senior loan investments
$
301,583
$
298,941
56
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
SLF Investment Portfolio as of September 30, 2017 - (continued)
Portfolio Company
Business Description
Security Type
Maturity
Date
Current
Interest
Rate
(1)
Principal ($) / Shares
(2)
Fair
Value
(3)
Payless ShoeSource, Inc.
(8)(9)
Retail Stores
LLC interest
N/A
N/A
35
$
843
W3 Co.
(8)(9)
Oil and Gas
LLC units
N/A
N/A
3
1,146
Total equity investments
$
1,989
Total investments
$
301,583
$
300,930
(1)
Represents the weighted average annual current interest rate as of
September 30, 2017
. All interest rates are payable in cash.
(2)
The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(3)
Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board's valuation process described elsewhere herein.
(4)
The Company also holds a portion of the first lien senior secured loan in this portfolio company.
(5)
The negative fair value is the result of the unfunded commitment being valued below par.
(6)
The entire commitment was unfunded as of
September 30, 2017
. As such, no interest is being earned on this investment.
(7)
Loan was on non-accrual status as of
September 30, 2017
, meaning that SLF has ceased recognizing interest income on the loan.
(8)
Equity investment received as a result of the portfolio company's debt restructuring.
(9)
Non-income producing.
As of
June 30, 2018
, the Company has committed to fund
$175,000
of LLC equity interest subscriptions to SLF. As of
June 30, 2018
and
September 30, 2017
,
$95,533
and
$97,457
, respectively, of the Company’s LLC equity interest subscriptions to SLF had been called and contributed, net of return of capital distributions subject to recall.
For the three and nine months ended June 30, 2018, the Company received $2,050 and $5,868, respectively, in dividend income from the SLF LLC equity interest. For the three and nine months ended June 30, 2017, the Company received $891 and $4,054, respectively, in dividend income from the SLF LLC equity interest.
The subordinated notes, previously issued by SLF to the Company and RGA were redeemed and terminated on December 30, 2016. For the three and nine months ended June 30, 2017, the Company earned interest income on the subordinated notes of $0 and $1,639, respectively.
See below for certain summarized financial information for SLF as of
June 30, 2018
and
September 30, 2017
and for
the three and nine months ended June 30, 2018 and 2017
:
As of
As of
June 30, 2018
September 30, 2017
Selected Balance Sheet Information:
Investments, at fair value
$
226,036
$
300,930
Cash and other assets
3,749
5,305
Total assets
$
229,785
$
306,235
Senior credit facility
$
123,500
$
197,700
Unamortized debt issuance costs
(84
)
(712
)
Other liabilities
565
658
Total liabilities
123,981
197,646
Members’ equity
105,804
108,589
Total liabilities and members' equity
$
229,785
$
306,235
57
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
Three months ended June 30,
Nine months ended June 30,
2018
2017
2018
2017
Selected Statement of Operations Information:
Interest income
$
4,692
$
5,645
$
14,444
$
16,311
Fee income
—
5
25
5
Total investment income
4,692
5,650
14,469
16,316
Interest and other debt financing expense
1,662
2,129
5,506
8,148
Administrative service fee
119
123
340
354
Other expenses
30
34
87
98
Total expenses
1,811
2,286
5,933
8,600
Net investment income
2,881
3,364
8,536
7,716
Net realized gain (loss) on investments
—
29
—
3
Net change in unrealized appreciation (depreciation) on
investments
(1,196
)
(2,262
)
(2,414
)
(2,891
)
Net increase (decrease) in members' equity
$
1,685
$
1,131
$
6,122
$
4,828
58
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
Note 5. Fair Value Measurements
The Company follows ASC Topic 820 for measuring fair value. 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 assets or liabilities or market and the assets’ or liabilities’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Assets and liabilities 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 asset or liability as of the measurement date. The three levels are defined as follows:
Level 1:
Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2:
Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.
Level 3:
Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. 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 asset’s or a liability’s categorization 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 asset or liability. The Company assesses the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities during
the three and nine months ended June 30, 2018 and 2017
. The following section describes the valuation techniques used by the Company to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.
Investments
Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments 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 the number of portfolio companies) of the Company’s valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. All investments as of
June 30, 2018
and
September 30, 2017
, with the exception of money market funds included in cash, cash equivalents and restricted cash and cash equivalents (Level 1 investments) and investments measured at fair value using the NAV, were valued using Level 3 inputs.
When determining fair value of Level 3 debt and equity investments, the Company may take into account the following factors, where relevant: 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 and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and 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. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). A portfolio company’s EBITDA may include pro forma adjustments for items such as acquisitions, divestitures, or expense reductions. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, the Company will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, the Company uses a market interest rate yield analysis to determine fair value.
59
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
In addition, for certain debt 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. The Company generally uses the midpoint of the bid/ask range as its best estimate of fair value of such investment.
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 due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.
Secured Borrowings
The Company has elected the fair value option under ASC Topic 825 -
Financial Instruments
, relating to accounting for debt obligations at their fair value for its secured borrowings which arose due to partial loan sales which did not meet the criteria for sale treatment under ASC Topic 860. The Company reports changes in the fair value of its secured borrowings as a component of the net change in unrealized (appreciation) depreciation on secured borrowings in the Consolidated Statements of Operations. The net gain or loss reflects the difference between the fair value and the principal amount due on maturity.
As of
June 30, 2018
and
September 30, 2017
, there were no secured borrowings outstanding. As of June 30, 2017 all secured borrowings were valued using Level 3 inputs under the fair value hierarchy, and the Company’s approach to determining fair value of Level 3 secured borrowings is consistent with its approach to determining fair value of the Level 3 investments that are associated with these secured borrowings as previously described.
The following tables present fair value measurements of the Company’s investments and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of
June 30, 2018
and
September 30, 2017
:
As of June 30, 2018
Fair Value Measurements Using
Description
Level 1
Level 2
Level 3
Total
Assets, at fair value:
Debt investments
(1)
$
—
$
—
$
1,662,297
$
1,662,297
Equity investments
(1)
—
—
43,639
43,639
Money market funds
(1)(2)
17,478
—
—
17,478
Investment measured at NAV
(3)(4)
—
—
—
92,579
Total assets, at fair value:
$
17,478
$
—
$
1,705,936
$
1,815,993
As of September 30, 2017
Fair Value Measurements Using
Description
Level 1
Level 2
Level 3
Total
Assets, at fair value:
Debt investments
(1)
$
—
$
—
$
1,538,606
$
1,538,606
Equity investments
(1)
—
—
51,394
51,394
Money market funds
(1)(2)
13,825
—
—
13,825
Investment measured at NAV
(3)(4)
—
—
—
95,015
Total assets, at fair value:
$
13,825
$
—
$
1,590,000
$
1,698,840
(1)
Refer to the Consolidated Schedules of Investments for further details.
(2)
Included in cash and cash equivalents and restricted cash and cash equivalents on the Consolidated Statements of Financial Condition.
60
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
(3)
Certain investments that are measured at fair value using the NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Financial Condition.
(4)
Represents the Company's investment in LLC equity interests in SLF. The fair value of this investment has been determined using the NAV of the Company’s ownership interest in members’ capital.
The net change in unrealized appreciation (depreciation) for
the three and nine months ended June 30, 2018
reported within the net change in unrealized appreciation (depreciation) on investments in the Company’s Consolidated Statements of Operations attributable to the Company’s Level 3 assets held as of
June 30, 2018
was $1,374 and $6,702, respectively. The net change in unrealized appreciation (depreciation) for
the three and nine months ended June 30, 2017
reported within the net change in unrealized appreciation (depreciation) on investments in the Company’s Consolidated Statements of Operations attributable to the Company’s Level 3 assets held as of
June 30, 2017
was $3,882 and $8,874, respectively.
The following table presents the changes in investments and secured borrowings measured at fair value using Level 3 inputs for the nine months ended June 30, 2018 and 2017:
For the nine months ended June 30, 2018
Debt
Investments
Equity
Investments
Total
Investments
Secured
Borrowings
Fair value, beginning of period
$
1,538,606
$
51,394
$
1,590,000
$
—
Net change in unrealized appreciation (depreciation)
on investments
3,661
(7,626
)
(3,965
)
—
Realized gain (loss) on investments
(4,175
)
18,919
14,744
—
Funding of (proceeds from) revolving loans, net
(4,334
)
—
(4,334
)
—
Fundings of investments
453,084
4,387
457,471
—
PIK interest
710
—
710
—
Proceeds from principal payments and sales of portfolio
investments
(332,675
)
(23,435
)
(356,110
)
—
Accretion of discounts and amortization of premiums
7,420
—
7,420
—
Fair value, end of period
$
1,662,297
$
43,639
$
1,705,936
$
—
61
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
For the nine months ended June 30, 2017
Debt
Investments
Equity
Investments
Total
Investments
Secured
Borrowings
Fair value, beginning of period
$
1,573,953
$
59,732
$
1,633,685
$
475
Net change in unrealized appreciation (depreciation)
on investments
3,621
6,350
9,971
—
Net change in unrealized appreciation (depreciation)
on secured borrowings
—
—
—
(1
)
Realized gain (loss) on investments
(640
)
(976
)
(1,616
)
—
Funding of (proceeds from) revolving loans, net
(959
)
—
(959
)
—
Fundings of investments
446,059
3,162
449,221
—
PIK interest
1,537
—
1,537
—
Proceeds from principal payments and sales of portfolio
investments
(320,143
)
(6,871
)
(327,014
)
—
Non-cash proceeds from subordinated notes in SLF
principal payments
(78,689
)
—
(78,689
)
—
Repayments on secured borrowings
—
—
—
(69
)
Accretion of discounts and amortization of premiums
6,793
—
6,793
1
Fair value, end of period
$
1,631,532
$
61,397
$
1,692,929
$
406
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of
June 30, 2018
and
September 30, 2017
.
Quantitative information about Level 3 Fair Value Measurements
Fair value as of June 30, 2018
Valuation Techniques
Unobservable Input
Range (Weighted Average)
Assets:
Senior secured loans
(1)
$
208,488
Market rate approach
Market interest rate
6.8% - 25.0% (7.3%)
Market comparable companies
EBITDA multiples
5.0x - 15.0x (10.3x)
8,643
Market comparable
Broker/dealer bids or quotes
N/A
One stop loans
(1)(2)(3)
$
1,418,992
Market rate approach
Market interest rate
5.8% - 19.0% (9.1%)
Market comparable companies
EBITDA multiples
4.5x - 35.0x (13.5x)
Revenue multiples
2.5x - 10.2x (4.1x)
3,229
Market comparable
Broker/dealer bids or quotes
N/A
Subordinated debt and second lien loans
(1)(4)
$
9,682
Market rate approach
Market interest rate
10.8% - 19.5% (10.9%)
Market comparable companies
EBITDA multiples
10.5x - 11.0x (10.5x)
Revenue multiples
5.1x
Equity
(5)(6)
$
43,639
Market comparable companies
EBITDA multiples
4.5x - 28.5x (12.1x)
Revenue multiples
2.5x - 10.2x (3.8x)
(1)
The fair value of this asset class was determined using the market rate approach as the investments in this asset class were determined not to be credit impaired using the market comparable companies approach. The unobservable inputs for both valuation techniques have been presented, but the fair value as of
June 30, 2018
was determined using the market rate approach.
(2)
Excludes
$13,263
of non-accrual loans at fair value, which the Company valued using the market comparable companies approach.
(3)
The Company valued
$1,259,835
and
$159,157
of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.
(4)
The Company valued
$9,498
and
$184
of subordinated debt and second lien loans using EBITDA and revenue multiples, respectively. All subordinated debt and second lien loans were also valued using the market rate approach.
(5)
Excludes
$92,579
of LLC equity interests in SLF at fair value, which the Company valued using the NAV.
(6)
The Company valued
$38,597
and
$5,042
of equity investments using EBITDA and revenue multiples, respectively.
62
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
Quantitative information about Level 3 Fair Value Measurements
Fair value as of September 30, 2017
Valuation Techniques
Unobservable Input
Range
(Weighted Average)
Assets:
Senior secured loans
(1)(2)
$
184,529
Market rate approach
Market interest rate
5.6% - 12.5% (6.9%)
Market comparable companies
EBITDA multiples
5.0x - 17.5x (11.6x)
10,560
Market comparable
Broker/dealer bids or quotes
N/A
One stop loans
(1)(3)(4)
$
1,327,788
Market rate approach
Market interest rate
2.3% - 39.5% (8.1%)
Market comparable companies
EBITDA multiples
4.0x - 35.0x (12.5x)
Revenue multiples
2.0x - 7.5x (3.9x)
3,281
Market comparable
Broker/dealer bids or quotes
N/A
Subordinated debt and second lien loans
(1)
$
9,493
Market rate approach
Market interest rate
9.3% - 19.5% (9.4%)
Market comparable companies
EBITDA multiples
10.5x - 11.0x (10.5x)
Equity
(5)(6)
$
51,394
Market comparable companies
EBITDA multiples
4.0x - 43.3x (12.5x)
Revenue multiples
2.0x - 5.8x (3.0x)
(1)
The fair value of this asset class was determined using the market rate approach as the investments in this asset class were determined not to be credit impaired using the market comparable companies approach. The unobservable inputs for both valuation techniques have been presented, but the fair value as of
September 30, 2017
was determined using the market rate approach.
(2)
Excludes
$(60)
of non-accrual loans at fair value, which the Company valued using the market comparable companies approach.
(3)
Excludes
$3,015
of non-accrual loans at fair value, which the Company valued using the market comparable companies approach.
(4)
The Company valued
$1,189,176
and
$138,612
of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.
(5)
Excludes
$95,015
of LLC equity interests in SLF at fair value, which the Company valued using the NAV.
(6)
The Company valued
$47,092
and
$4,302
of equity investments using EBITDA and revenue multiples, respectively.
The above tables are not intended to be all-inclusive but rather to provide information on significant unobservable inputs and valuation techniques used by the Company.
The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity investments are EBITDA multiples, revenue multiples and market interest rates. The Company uses EBITDA multiples and, to a lesser extent, revenue multiples on its debt and equity investments and secured borrowings to determine any credit gains or losses. Increases or decreases in either of these inputs in isolation would result in a significantly lower or higher fair value measurement. The Company uses market interest rates for loans to determine if the effective yield on a loan is commensurate with the market yields for that type of loan. If a loan’s effective yield is significantly less than the market yield for a similar loan with a similar credit profile, then the resulting fair value of the loan may be lower.
Other Financial Assets and Liabilities
ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such 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 Consolidated Statements of Financial Condition due to their short maturity. Fair value of the Company’s debt is estimated using Level 3 inputs by discounting remaining payments using comparable market rates or market quotes for similar instruments at the measurement date, if available.
63
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
The following are the carrying values and fair values of the Company’s debt and other short-term borrowings as of
June 30, 2018
and
September 30, 2017
. Fair value is estimated by discounting remaining payments using applicable market rates or market quotes for similar instruments at the measurement date, if available.
As of June 30, 2018
As of September 30, 2017
Carrying Value
Fair Value
Carrying Value
Fair Value
Debt
$
875,950
$
873,445
$
781,100
$
788,762
Other short-term borrowings
9,425
9,425
—
—
Note 6. Borrowings
In accordance with the 1940 Act, with certain limited exceptions, the Company is currently allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. The Small Business Credit Availability Act (“SBCAA”), which was signed into law on March 23, 2018, among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to business development companies from 200% to 150% so long as the business development company meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a business development company to have a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. Effectiveness of the reduced asset coverage requirement to a business development company requires approval by either (1) a “required majority,” as defined in Section 57(o) of the 1940 Act, of such business development company’s board of directors with effectiveness one year after the date of such approval or (2) a majority of votes cast at a special or annual meeting of such business development company’s stockholders at which a quorum is present, which is effective the day after such stockholder approval. The Company has not sought or obtained either approval and, as a result and subject to the exemptive relief described below, remains subject to the 200% asset coverage requirement under Section 61(a)(1) of the 1940 Act. On September 13, 2011, the Company received exemptive relief from the SEC allowing it to modify the asset coverage requirement to exclude the SBA debentures from the asset coverage calculation. As such, the Company’s ratio of total consolidated assets to outstanding indebtedness may be less than 200% even if the Company does not approve the modified asset coverage requirement permitted by Section 61(a)(2) of the 1940 Act. This provides the Company with increased investment flexibility but also increases its risks related to leverage. As of
June 30, 2018
, the Company’s asset coverage for borrowed amounts was 258.5% (excluding the SBA debentures).
Debt Securitizations:
On July 16, 2010, the Company completed a $300,000 term debt securitization, which was subsequently increased to $350,000 (as amended, “2010 Debt Securitization”). Term debt securitizations are also known as collateralized loan obligations ("CLOs") and are a form of secured financing incurred by the Company, which is consolidated by the Company and subject to the Company's overall asset coverage requirements. The notes (“2010 Notes”) offered in the 2010 Debt Securitization were issued by the 2010 Issuer, a subsidiary of Holdings. Through October 19, 2016, the 2010 Debt Securitization consisted of $203,000 of Aaa/AAA Class A 2010 Notes that bore interest at a rate of three-month LIBOR plus 1.74%, $12,000 of Class B 2010 Notes that bore interest at a rate of three-month LIBOR plus 2.40% and $135,000 of Subordinated 2010 Notes that do not bear interest. On October 20, 2016, the Company and the 2010 Issuer further amended the 2010 Debt Securitization to, among other things, (a) refinance the issued Class A 2010 Notes by redeeming in full the Class A 2010 Notes and issuing new Class A-Refi 2010 Notes in an aggregate principal amount of $205,000 that as of June 30, 2018, bore interest at a rate of three-month LIBOR plus 1.90%, (b) refinance the Class B Notes by redeeming in full the Class B 2010 Notes and issuing new Class B-Refi 2010 Notes in an aggregate principal amount of $10,000 that as of June 30, 2018, bore interest at a rate of three-month LIBOR plus 2.40%, and (c) extend the reinvestment period applicable to the 2010 Issuer to July 20, 2018. Following the refinancing, Holdings retained the Class B-Refi 2010 Notes. As of June 30, 2018, the Class A-Refi 2010 Notes and Class B-Refi 2010 Notes were secured by the assets held by the 2010 Issuer.
The Class A-Refi 2010 Notes are included in the
June 30, 2018
and
September 30, 2017
, Consolidated Statement of Financial Condition as debt of the Company and the Class B-Refi 2010 Notes were eliminated in consolidation. As of
June 30, 2018
and
September 30, 2017
, the Subordinated 2010 Notes were eliminated in consolidation.
Through July 20, 2018, all principal collections received on the underlying collateral could have been used by the 2010 Issuer to purchase new collateral under the direction of the Investment Adviser in its capacity as collateral manager of the 2010 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the leverage in the 2010 Debt Securitization. The 2010 Notes were scheduled to mature on July 20, 2023.
64
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
As of
June 30, 2018
and
September 30, 2017
, there were 76 and 81 portfolio companies with a total fair value of $336,598 and $345,750, respectively, securing the 2010 Notes. The pool of loans in the 2010 Debt Securitization were required to meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
The interest charged under the 2010 Debt Securitization was based on three-month LIBOR. The three-month LIBOR in effect as of
June 30, 2018
based on the last interest rate reset was 2.4%. For
the three and nine months ended June 30, 2018 and 2017
, the components of interest expense, cash paid for interest, annualized average interest rates and average outstanding balances for the 2010 Debt Securitization were as follows:
For the three months ended June 30,
For the nine months ended June 30,
2018
2017
2018
2017
Stated interest expense
$
2,141
$
1,570
$
5,666
$
4,492
Amortization of debt issuance costs
43
67
180
193
Total interest and other debt financing expenses
$
2,184
$
1,637
$
5,846
$
4,685
Cash paid for interest expense
$
1,826
$
1,502
$
5,253
$
4,317
Annualized average stated interest rate
4.2
%
3.1
%
3.7
%
2.9
%
Average outstanding balance
$
205,000
$
205,000
$
205,000
$
205,696
As of
June 30, 2018
, the amounts, ratings and interest rates (expressed as a spread to three-month LIBOR) of the Class A-Refi 2010 Notes were as follows:
Description
Class A-Refi 2010 Notes
Type
Senior Secured Floating Rate
Amount Outstanding
$205,000
Moody’s Rating
"Aaa"
S&P Rating
"AAA"
Interest Rate
LIBOR + 1.90%
On June 5, 2014, the Company completed a $402,569 term debt securitization (“2014 Debt Securitization”). Term debt securitizations are also known as CLOs and are a form of secured financing incurred by the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements. The notes (“2014 Notes”) offered in the 2014 Debt Securitization were issued by the 2014 Issuer and are secured by a diversified portfolio of senior secured and second lien loans held by the 2014 Issuer. The 2014 Debt Securitization initially consisted of $191,000 of Aaa/AAA Class A-1 2014 Notes, $20,000 of Aaa/AAA Class A-2 2014 Notes and $35,000 of Aa2/AA Class B 2014 Notes. In partial consideration for the loans transferred to the 2014 Issuer as part of the 2014 Debt Securitization, the Company received $37,500 of Class C 2014 Notes and $119,069 of LLC equity interests in the 2014 Issuer. The Company retained all of the Class C 2014 Notes and LLC equity interests totaling $37,500 and $119,069, respectively. On March 23, 2018, the Company and the 2014 Issuer amended the 2014 Debt Securitization to, among other things, (a) refinance the issued Class A-1 2014 Notes by redeeming in full the $191.0 million of Class A-1 2014 Notes and issuing new Class A-1-R 2014 Notes in an aggregate principal amount of $191,000 that bear interest at a rate of three-month LIBOR plus 0.95%, which is a decrease from the rate of three-month LIBOR plus 1.75% of the previously outstanding Class A-1 2014 Notes, (b) refinance the Class A-2 2014 Notes by redeeming in full the $20,000 of Class A-2 2014 Notes and issuing new Class A-2-R 2014 Notes in an aggregate principal amount of $20,000 that bear interest at a rate of three-month LIBOR plus 0.95%, which is a decrease from the rate of three-month LIBOR plus 1.95% of the previously outstanding Class A-2 2014 Notes, (c) refinance the Class B 2014 Notes by redeeming in full the $35,000 of Class B 2014 Notes and issuing new Class B-R 2014 Notes in an aggregate principal amount of $35,000 that bear interest at a rate of three-month LIBOR plus 1.40%, which is a decrease from the rate of three-month LIBOR plus 2.50% of the previously outstanding Class B 2014 Notes, (d) refinance the Class C 2014 Notes by redeeming in full the $37,500 of Class C 2014 Notes and issuing new Class C-R 2014 Notes in an aggregate principal amount of $37,500 that bear interest at a rate of three-month LIBOR plus 1.55%, which is a decrease from the rate of three-month LIBOR plus 3.50% of the previously outstanding Class C 2014 Notes. The Class C-R 2014 Notes were retained by the Company, and the Company remains the sole owner of the equity of the 2014 Issuer. The Class A-1-R, Class A-2-R and Class B-R 2014 Notes are included in the
June 30, 2018
Consolidated Statements of Financial Condition as debt of the Company and the Class C-R 2014 Notes and LLC equity interests were eliminated in consolidation. The
65
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
Class A-1, Class A-2 and Class B 2014 Notes are included in the
September 30, 2017
Consolidated Statements of Financial Condition as debt of the Company and the Class C 2014 Notes and LLC equity interests were eliminated in consolidation.
Through
April 28, 2018
, all principal collections received on the underlying collateral could have been used by the 2014 Issuer to purchase new collateral under the direction of the Investment Adviser in its capacity as collateral manager of the 2014 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2014 Debt Securitization. The 2014 Notes are scheduled to mature on
April 25, 2026
.
As of
June 30, 2018
and
September 30, 2017
, there were 88 and 85 portfolio companies with a total fair value of $379,949 and $382,957, respectively, securing the 2014 Notes. The pool of loans in the 2014 Debt Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
The interest charged under the 2014 Debt Securitization is based on three-month LIBOR. The three-month LIBOR in effect as of
June 30, 2018
based on the last interest rate reset was 2.4%. For
the three and nine months ended June 30, 2018 and 2017
, the components of interest expense, cash paid for interest, annualized average interest rates and average outstanding balances for the 2014 Debt Securitization were as follows:
For the three months ended June 30,
For the nine months ended June 30,
2018
2017
2018
2017
Stated interest expense
$
2,083
$
1,864
$
6,254
$
5,333
Amortization of debt issuance costs
371
159
710
478
Total interest and other debt financing expenses
$
2,454
$
2,023
$
6,964
$
5,811
Cash paid for interest expense
$
741
$
1,790
$
6,191
$
5,149
Annualized average stated interest rate
3.4
%
3.0
%
3.4
%
2.9
%
Average outstanding balance
$
246,000
$
246,000
$
246,000
$
246,000
As of
June 30, 2018
, the classes, amounts, ratings and interest rates (expressed as a spread to three-month LIBOR) of the Class A-1-R, A-2-R and B-R 2014 Notes are as follows:
Description
Class A-1-R 2014 Notes
Class A-2-R 2014 Notes
Class B-R 2014 Notes
Type
Senior Secured Floating Rate
Senior Secured Floating Rate
Senior Secured Floating Rate
Amount Outstanding
$191,000
$20,000
$35,000
Moody’s Rating
"Aaa"
"Aaa"
"Aa1"
S&P Rating
"AAA"
"AAA"
"AA"
Interest Rate
LIBOR + 0.95%
LIBOR + 0.95%
LIBOR + 1.40%
The Investment Adviser served as collateral manager to the 2010 Issuer and serves as collateral manager to the 2014 Issuer under separate collateral management agreements and receives a fee for providing these services. The total fees payable by the Company under its Investment Advisory Agreement are reduced by an amount equal to the total aggregate fees paid to the Investment Adviser by the 2010 Issuer and the 2014 Issuer for rendering such collateral management services.
As part of each of the 2010 Debt Securitization and the 2014 Debt Securitization, GBDC entered into master loan sale agreements under which GBDC agreed to directly or indirectly sell or contribute certain senior secured and second lien loans (or participation interests therein) to the 2010 Issuer and the 2014 Issuer, as applicable, and to purchase or otherwise acquire the Subordinated 2010 Notes and the LLC equity interests in the 2014 Issuer, as applicable. As of June 30, 2018, the 2010 Notes (other than the Subordinated 2010 Notes) and the 2014 Notes were the secured obligations of the 2010 Issuer and 2014 Issuer, respectively, and indentures governing each of the 2010 Notes and the 2014 Notes include customary covenants and events of default.
SBA Debentures
: On August 24, 2010, SBIC IV received approval for a license from the SBA to operate as an SBIC. On December 5, 2012, SBIC V received a license from the SBA to operate as an SBIC. On January 10, 2017, SBIC VI received a license from the SBA to operate as an SBIC. SBICs are subject to a variety of regulations and oversight by the SBA concerning the size and nature of the companies in which they may invest as well as the structures of those investments.
66
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
The licenses allow the SBICs to obtain leverage by issuing SBA-guaranteed debentures, subject to issuance of a capital commitment by the SBA and customary procedures. These debentures are non-recourse to GBDC, have interest payable semiannually 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 $350,000 and the maximum amount that a single SBIC licensee may issue is $150,000. As of
June 30, 2018
, SBIC IV, SBIC V and SBIC VI had
$115,000
,
$150,000
and
$12,500
, respectively, of outstanding SBA-guaranteed debentures that mature between September 2021 and March 2028, leaving incremental borrowing capacity of $72,500 under present SBIC regulations. As of
September 30, 2017
, SBIC IV, SBIC V and SBIC VI had
$125,000
and
$133,000
and
$9,000
, respectively, of outstanding SBA-guaranteed debentures that mature between September 2021 and September 2027.
The interest rate on the outstanding debentures as of
June 30, 2018
is fixed at an average annualized interest rate of 3.4%. For
the three and nine months ended June 30, 2018 and 2017
, the components of interest expense, cash paid for interest, annualized average interest rates and average outstanding balances for the SBA debentures were as follows:
For the three months ended June 30,
For the nine months ended June 30,
2018
2017
2018
2017
Stated interest expense
$
2,337
$
2,473
$
6,876
$
7,339
Amortization of debt issuance costs
272
320
821
1,032
Total interest and other debt financing expenses
$
2,609
$
2,793
$
7,697
$
8,371
Cash paid for interest expense
$
—
$
—
$
4,512
$
4,764
Annualized average stated interest rate
3.4
%
3.5
%
3.4
%
3.5
%
Average outstanding balance
$
277,500
$
284,594
$
272,780
$
282,366
Revolving Credit Facility:
On July 21, 2011, Funding entered into a senior secured revolving credit facility (as amended, the “Credit Facility”) with Wells Fargo Bank, N.A., as administrative agent and lender, which as of
June 30, 2018
, allowed Funding to borrow up to
$170,000
at any one time outstanding, subject to leverage and borrowing base restrictions.
Through a series of amendments, most recently on December 14, 2017, the Company and Funding amended the Credit Facility to, among other things, decrease the size of the Credit Facility from $225,000 to $170,000 and decrease the interest the Credit Facility bears from one-month LIBOR plus 2.25% to one-month LIBOR plus 2.15%. The reinvestment period expires on
September 27, 2018
and the stated maturity date is
September 28, 2022
. In addition to the stated interest rate on the Credit Facility, the Company is required to pay a non-usage fee at a rate between 0.50% and 2.00% per annum depending on the size of the unused portion of the Credit Facility.
The Credit Facility is collateralized by all of the assets held by Funding, and GBDC has pledged its interests in Funding as collateral to Wells Fargo Bank, N.A., as the collateral agent, under an ancillary agreement to secure the obligations of GBDC as the transferor and servicer under the Credit Facility. Both GBDC and Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the Credit Facility is subject to the 200% asset coverage requirements contained in the 1940 Act.
The Company has transferred certain loans and debt securities it has originated or acquired from time to time to Funding through a purchase and sale agreement and may cause Funding to originate or acquire loans in the future, consistent with the Company’s investment objectives.
As of
June 30, 2018
and
September 30, 2017
, the Company had outstanding debt under the Credit Facility of
$147,450
and
$63,100
, respectively. For
the three and nine months ended June 30, 2018
, the Company had borrowings on the Credit Facility of $150,950 and $394,300, respectively, and repayments on the Credit Facility of $110,200 and $309,950, respectively. For
the three and nine months ended June 30, 2017
, the Company had borrowings on the Credit Facility of $181,600 and $408,350, respectively, and repayments on the Credit Facility of $166,850 and $390,650, respectively.
67
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
For
the three and nine months ended June 30, 2018 and 2017
, the components of interest expense, cash paid for interest and facility fees, annualized average interest rates and average outstanding balances for the Credit Facility were as follows:
For the three months ended June 30,
For the nine months ended June 30,
2018
2017
2018
2017
Stated interest expense
$
1,052
$
1,237
$
2,565
$
3,475
Facility fees
84
109
521
242
Amortization of debt issuance costs
121
297
531
785
Total interest and other debt financing expenses
$
1,257
$
1,643
$
3,617
$
4,502
Cash paid for interest expense and facility fees
$
1,061
$
1,324
$
2,995
$
3,606
Annualized average stated interest rate
4.1
%
3.3
%
3.7
%
3.1
%
Average outstanding balance
$
102,335
$
148,087
$
92,197
$
148,956
Revolver:
On June 22, 2016, the Company entered into the Adviser Revolver with the Investment Adviser, with a maximum credit limit of $20,000 and expiration date of June 22, 2019. The Adviser Revolver bears an interest rate equal to the short-term Applicable Federal Rate, which was 2.3% as of
June 30, 2018
. As of
June 30, 2018
and
September 30, 2017
, the Company had no outstanding debt under the Adviser Revolver. For
the three and nine months ended June 30, 2018 and 2017
, the Company had no borrowings and repayments, did not incur any interest expense and no cash was paid for interest on the Adviser Revolver.
Other Short-Term Borrowings:
Borrowings with original maturities of less than one year are classified as short-term. The Company’s short-term borrowings as of June 30, 2018 are the result of an investment that was sold under a repurchase agreement. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under ASC Topic 860 and remains as an investment on the Consolidated Statements of Financial Condition. The investment sold under the repurchase agreement is denominated in foreign currency and the Company entered into the repurchase agreement to help mitigate the impact that an adverse change in exchange rates would have on the value of that investment.
As of
June 30, 2018
, the Company had
$9,425
of short-term borrowings and the fair value of the loan that is associated with the short-term borrowing was
$9,401
. For each of the three and nine months ended June 30, 2018, the annualized effective interest rate on short-term borrowings was 4.9% and interest expense was $52. The maturity date on the short-term borrowing is August 17, 2018.
The average total debt outstanding (including the debt under the 2010 Debt Securitization, the 2014 Debt Securitization, SBA debentures, Credit Facility, Adviser Revolver, and other short-term borrowings) for
the three and nine months ended June 30, 2018
was
$835,120
and
$817,405
, respectively. The average total debt outstanding (including the debt under the 2010 Debt Securitization, the 2014 Debt Securitization, SBA debentures, Credit Facility and Adviser Revolver) for
the three and nine months ended June 30, 2017
was
$883,681
and
$883,018
, respectively.
For
the three and nine months ended June 30, 2018
, the effective annualized average interest rate, which includes amortization of debt financing costs and non-usage facility fees, on the Company’s total debt outstanding was 4.1% and 4.0%, respectively. For
the three and nine months ended June 30, 2017
, the effective annualized average interest rate, which includes amortization of debt financing costs and non-usage facility fees, on the Company’s total debt outstanding (excluding secured borrowings) was 3.7% and 3.5%, respectively.
68
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
A summary of the Company’s maturity requirements for borrowings as of
June 30, 2018
is as follows:
Payments Due by Period
Total
Less Than
1 Year
1 – 3 Years
3 – 5 Years
More Than
5 Years
2010 Debt Securitization
$
205,000
$
—
$
—
$
—
$
205,000
2014 Debt Securitization
246,000
—
—
—
246,000
SBA debentures
277,500
—
—
115,000
162,500
Credit Facility
147,450
—
—
147,450
—
Adviser Revolver
—
—
—
—
—
Other short-term borrowings
9,425
9,425
—
—
—
Total borrowings
$
885,375
$
9,425
$
—
$
262,450
$
613,500
Secured Borrowings:
Certain partial loan sales do not qualify for sale accounting under ASC Topic 860 because these sales do not meet the definition of a “participating interest”, as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain as an investment on the Consolidated Statement of Financial Condition and the portion sold is recorded as a secured borrowing in the liabilities section of the Consolidated Statement of Financial Condition. For these partial loan sales, the interest earned on the entire loan balance is recorded within “interest income” and the interest earned by the buyer in the partial loan sale is recorded within “interest and other debt financing expenses” in the Consolidated Statement of Operations.
As of
June 30, 2018
and
September 30, 2017
, there were no secured borrowings outstanding.
Past secured borrowings were the result of the Company’s completion of partial loan sales of one stop loans associated with a portfolio company that did not meet the definition of a “participating interest.” As a result, sale treatment was not allowed and the partial loan sales were treated as secured borrowings.
During
the three and nine months ended June 30, 2017
, there were no partial loan sales, no fundings on revolving and delayed draw secured borrowings and repayments on secured borrowings totaled $42 and $69, respectively.
For
the three and nine months ended June 30, 2017
, the effective annualized average interest rate on secured borrowings, which includes amortization of original issuance costs, was 2.9% and 2.7%, respectively, and interest expense was $3 and $9, respectively and amortization of original issue discount was an amount less than $1 and $1, respectively.
Note 7. Commitments and Contingencies
Commitments:
The Company had outstanding commitments to fund investments totaling
$58,775
and $60,497 under various undrawn revolvers and other credit facilities as of
June 30, 2018
and
September 30, 2017
, respectively. As described in
Note 4
, the Company had commitments of up to
$79,467
and
$77,543
to SLF as of
June 30, 2018
and
September 30, 2017
, respectively that may be contributed primarily for the purpose of funding new investments approved by the SLF investment committee.
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.
Off-balance sheet risk:
Off-balance sheet risk refers to an unrecorded potential liability that may result in a future obligation or loss, even though it does not appear on the Consolidated Statements of Financial Condition. The Company has entered and, in the future, may again enter into derivative instruments that contain elements of off-balance sheet market and credit risk. There were no commitments outstanding for derivative contracts as of
June 30, 2018
and
September 30, 2017
. Derivative instruments can be affected by market conditions, such as interest rate volatility, which could impact the fair value of the derivative instruments. If market conditions move against the Company, it may not achieve the anticipated benefits of the derivative instruments and may realize a loss. The Company minimizes market risk through monitoring its investments and borrowings.
69
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
Concentration of credit and counterparty risk:
Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of the contract. The Company has engaged and, in the future, may engage again in derivative transactions with counterparties. In the event that the counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparties or issuers of the instruments. The Company’s maximum loss that it could incur related to counterparty risk on its derivative instruments is the value of the collateral for that respective derivative instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty.
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 any disposition will have a material adverse effect on the Company’s consolidated financial statements.
70
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
Note 8. Financial Highlights
The financial highlights for the Company are as follows:
Nine months ended June 30,
Per share data:
(1)
2018
2017
Net asset value at beginning of period
$
16.08
$
15.96
Net increase in net assets as a result of issuance of shares
(2)
—
0.01
Net increase in net assets as a result of public offering
—
0.18
Distributions declared:
From net investment income
(0.99
)
(1.19
)
From capital gains
(0.05
)
(0.02
)
Net investment income
(3)
0.93
0.92
Net realized gain (loss) on investments and foreign currency transactions
0.25
(0.03
)
Net change in unrealized appreciation (depreciation) on investments and foreign currency translation
(0.07
)
0.18
Net asset value at end of period
$
16.15
$
16.01
Per share market value at end of period
$
18.30
$
19.12
Total return based on market value
(4)
3.21
%
10.01
%
Number of common shares outstanding
60,006,524
59,235,174
Nine months ended June 30,
Listed below are supplemental data and ratios to the financial highlights:
2018
2017
Ratio of net investment income to average net assets
*
7.74
%
7.70
%
Ratio of total expenses to average net assets
(5)*
7.44
%
7.73
%
Ratio of incentive fees to average net assets
0.98
%
0.94
%
Ratio of expenses (without incentive fees) to average net assets
*
6.46
%
6.79
%
Total return based on average net asset value
(6)*
9.18
%
8.98
%
Net assets at end of period
$
969,322
$
948,219
Average debt outstanding
$
817,405
$
883,018
Average debt outstanding per share
$
13.60
$
14.91
Portfolio turnover
*
27.94
%
26.03
%
Asset coverage ratio
(7)
258.50
%
258.36
%
Asset coverage ratio per unit
(8)
$
2,585
$
2,584
Average market value per unit:
(9)
2010 Debt Securitization
N/A
N/A
2014 Debt Securitization
N/A
N/A
SBA Debentures
N/A
N/A
Credit Facility
N/A
N/A
Revolver
N/A
N/A
Adviser Revolver
N/A
N/A
* Annualized for periods of less than one year.
(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)
Net increase in net assets as a result of issuance of shares related to shares issued through the DRIP.
(3)
Net investment income per share for
the nine months ended June 30, 2018 and 2017
is shown after a net expense of
$0
and
$17
, respectively, for U.S. federal excise tax.
(4)
Total return based on market value assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.
(5)
Expenses, other than incentive fees, are annualized for a period less than one year.
71
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
(6)
Total return based on average net asset value is calculated as (a) the net increase in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.
(7)
In accordance with the 1940 Act, with certain limited exceptions, the Company currently is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing (excluding the Company's SBA debentures pursuant to exemptive relief received by the Company from the SEC).
(8)
Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. These amounts exclude the SBA debentures pursuant to exemptive relief the Company received from the SEC on September 13, 2011.
(9)
Not applicable because such senior securities are not registered for public trading.
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 and nine months ended June 30, 2018 and 2017
:
Three months ended June 30,
Nine months ended June 30,
2018
2017
2018
2017
Earnings available to stockholders
$
21,720
$
20,111
$
66,067
$
59,835
Basic and diluted weighted average shares outstanding
59,872,113
57,719,505
59,732,945
56,058,642
Basic and diluted earnings per share
$
0.36
$
0.35
$
1.11
$
1.07
Note 10. Dividends and Distributions
The Company’s dividends and distributions are recorded on the ex-dividend date. The following table summarizes the Company’s dividend declarations and distributions during
the nine months ended June 30, 2018 and 2017
:
Date Declared
Record Date
Payment Date
Amount
Per Share
Cash
Distribution
DRIP Shares
Issued
DRIP Shares
Value
Nine months ended June 30, 2017
11/14/2016
12/12/2016
12/29/2016
$
0.57
(1)
$
28,239
177,970
$
3,145
02/07/2017
03/07/2017
03/30/2017
$
0.32
$
15,509
116,386
$
2,167
05/04/2017
06/06/2017
06/29/2017
$
0.32
$
16,186
119,251
$
2,171
Nine months ended June 30, 2018
11/17/2017
12/12/2017
12/28/2017
$
0.40
(2)
$
20,959
163,955
$
2,872
02/06/2018
03/08/2018
03/30/2018
$
0.32
$
16,978
126,283
$
2,139
05/04/2018
06/08/2018
06/28/2018
$
0.32
$
16,754
138,993
$
2,404
(1)
Includes a special distribution of $0.25 per share.
(2)
Includes a special distribution of $0.08 per share.
Note 11. Subsequent Events
On
August 7, 2018
, the Board declared a quarterly distribution of
$0.32
per share payable on
September 28, 2018
to holders of record as of
September 7, 2018
.
On July 20, 2018, the 2010 Issuer entered into a credit facility (the “MS Credit Facility”) with Morgan Stanley Bank, N.A., as lender, Morgan Stanley Senior Secured Funding, Inc., as administrative agent, and U.S. Bank National Association, as collateral agent for the administrative agent and the lenders. The MS Credit Facility allows the 2010 Issuer to borrow up to $300,000 at any one time outstanding. The period from the closing date until January 18, 2019 is referred to as the revolving period and during such revolving period, the 2010 Issuer may request drawdowns under the MS Credit Facility. During the period prior to the last day of the revolving period, borrowings under the MS Credit Facility will bear interest at a rate equal to the one-month LIBOR plus 1.90%. Commencing on the last day of the revolving period, the interest rate on borrowings under
72
Golub Capital BDC, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
(In thousands, except shares and per share data)
the MS Credit Facility will reset to one-month LIBOR plus 2.15% for the remaining term of the MS Credit Facility. The scheduled maturity date of the MS Credit Facility is March 20, 2019.
The MS Credit Facility is secured by all of the assets held by the 2010 Issuer. Pursuant to a collateral management agreement, the Investment Adviser has agreed to perform certain duties with respect to the purchase and management of the assets securing the MS Credit Facility. The Investment Adviser will not be paid a fee for such services under the collateral management agreement, but will be reimbursed for expenses incurred in the performance of such obligations other than any ordinary overhead expenses, which shall not be reimbursed. The 2010 Issuer made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the MS Credit Facility is subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.
In connection with entry into the MS Credit Facility, on July 20, 2018, the 2010 Issuer redeemed the outstanding 2010 Notes pursuant to the terms of the indenture governing such 2010 Notes. Following such redemption, the agreements governing the 2010 Debt Securitization were terminated.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our interim and unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us,” “our” and “Golub Capital BDC” refer to Golub Capital BDC, Inc. and its consolidated subsidiaries.
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 future 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 and the competition for those investments;
•
our contractual arrangements and relationships with third parties;
•
actual and potential conflicts of interest with GC Advisors LLC, or GC Advisors, and other affiliates of Golub Capital 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;
•
general economic and political trends and other external factors;
•
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 regulated investment company, or RIC,
and as a business development company;
•
general price and volume fluctuations in the stock markets;
•
the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations issued thereunder and any actions toward repeal thereof; 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 elsewhere in this quarterly report on Form 10-Q and as “Risk Factors” in our annual report on Form 10-K for the year ended
September 30, 2017
and our quarterly report on Form 10-Q for the quarter ended March 31, 2018.
We have based the forward-looking statements included in this report on information available to us on the date of this report. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from historical performance. 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 Securities and Exchange Commission, or 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. This quarterly report on Form 10-Q contains statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data.
Overview
We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As a business development company and a RIC, we are also subject to certain constraints, including limitations imposed by the 1940 Act and the Code.
Our shares are currently listed on The Nasdaq Global Select Market under the symbol “GBDC”.
74
Our investment objective is to generate current income and capital appreciation by investing primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. We may also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in U.S. middle-market companies. We intend to achieve our investment objective by (1) accessing the established loan origination channels developed by Golub Capital, a leading lender to U.S. middle-market companies with over $25.0 billion in capital under management as of
June 30, 2018
, (2) selecting investments within our core middle-market company focus, (3) partnering with experienced private equity firms, or sponsors, in many cases with whom Golub Capital has 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, GC Advisors and its affiliates.
Under an investment advisory agreement, or the Investment Advisory Agreement, which was most recently reapproved by our board of directors in
May 2018
, 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. Under an administration agreement, or the Administration Agreement, we are provided with certain administrative services by an administrator, or the Administrator, which is currently Golub Capital LLC.
Under the Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion (subject to the review and approval of our independent directors) of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement.
We seek to create a portfolio that includes primarily one stop and other senior secured loans by primarily investing approximately $5.0 million to $30.0 million of capital, on average, in the securities of U.S. middle-market companies. We may also selectively invest more than $30.0 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.
We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which may be referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which may increase our risk of losing part or all of our investment.
As of
June 30, 2018
and
September 30, 2017
, our portfolio at fair value was comprised of the following:
As of June 30, 2018
As of September 30, 2017
Investment Type
Investments at
Fair Value
(In thousands)
Percentage of
Total
Investments
Investments at
Fair Value
(In thousands)
Percentage of
Total
Investments
Senior secured
$
217,131
12.1
%
$
195,029
11.6
%
One stop
1,435,484
79.8
1,334,084
79.2
Second lien
9,435
0.5
9,434
0.6
Subordinated debt
247
0.0
*
59
0.0
*
LLC equity interests in SLF
(1)
92,579
5.2
95,015
5.6
Equity
43,639
2.4
51,394
3.0
Total
$
1,798,515
100.0
%
$
1,685,015
100.0
%
*
Represents an amount less than 0.1%.
(1)
Proceeds from the limited liability company, or LLC, equity interests invested in Senior Loan Fund LLC, or SLF, were utilized by SLF to invest in senior secured loans.
One stop loans include loans to technology companies undergoing strong growth due to new services, increased adoption and/or entry into new markets. We refer to loans to these companies as late stage lending loans. Other targeted characteristics of late stage lending businesses include strong customer revenue retention rates, a diversified customer base and backing from growth
75
equity or venture capital firms. In some cases, the borrower’s high revenue growth is supported by a high level of discretionary spending. As part of the underwriting of such loans and consistent with industry practice, we may adjust our characterization of the earnings of such borrowers for a reduction or elimination of such discretionary expenses, if appropriate. As of
June 30, 2018
and
September 30, 2017
, one stop loans included
$159.2 million
and
$138.6 million
, respectively, of late stage lending loans at fair value. As of
June 30, 2018
and
September 30, 2017
, we had debt and equity investments in
192
and
185
portfolio companies, respectively, and an investment in SLF.
The following table shows the weighted average annualized income yield and weighted average annualized investment income yield of our earning portfolio company investments, which represented nearly 100% of our debt investments, as well as the total return based on our average net asset value, and the total return based on the change in the quoted market price of our stock and assuming distributions were reinvested in accordance with our dividend reinvestment plan, or DRIP, in each case for
the three and nine months ended June 30, 2018 and 2017
was as follows:
For the three months ended June 30,
For the nine months ended June 30,
2018
2017
2018
2017
Weighted average annualized income yield
(1)(2)
8.5%
7.9%
8.2%
7.8%
Weighted average annualized investment income yield
(1)(3)
9.1%
8.7%
8.8%
8.4%
Total return based on average net asset value
(4)*
9.0%
8.8%
9.2%
9.0%
Total return based on market value
(5)
4.2%
(2.1)%
3.2%
10.0%
* Annualized for periods of less than one year.
(1)
For
the three and nine months ended June 30, 2018
and for the three months ended June 30, 2017, weighted average annualized income yield and weighted average annualized investment income yield do not reflect interest income from subordinated notes in SLF, which were redeemed on December 30, 2016.
(2)
Represents income from interest, including subordinated notes in SLF, and fees, excluding amortization of capitalized fees and discounts, divided by the average fair value of earning portfolio company investments, and does not represent a return to any investor in us.
(3)
Represents income from interest, including subordinated notes in SLF, fees and amortization of capitalized fees and discounts divided by the average fair value of earning portfolio investments, and does not represent a return to any investor in us.
(4)
Total return based on average net asset value is calculated as (a) the net increase in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.
(5)
Total return based on market value assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.
Revenues:
We generate revenue in the form of interest and fee 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, one stop, second lien or subordinated 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 fluctuates 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 fee income. For additional details on revenues, see “Critical Accounting Policies—Revenue Recognition.”
We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment or derivative instrument, without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments and derivative instruments 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.
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Expenses:
Our primary operating expenses include the payment of fees to GC Advisors under the Investment Advisory Agreement and interest expense on our outstanding debt. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
•
calculating our net asset value, or NAV (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,
which fees and expenses may include, among other items, due diligence reports, appraisal reports, any studies that may be commissioned by GC Advisors and travel and lodging expenses;
•
expenses related to unsuccessful portfolio acquisition efforts;
•
offerings of our common stock and other securities;
•
administration fees and expenses, if any, payable under the Administration Agreement (including payments based upon our allocable portion of the Administrator’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 and franchise 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;
•
costs of any reports, proxy statements or other notices to stockholders, including printing costs;
•
costs associated with individual or group stockholders;
•
costs associated with compliance under the Sarbanes-Oxley Act;
•
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 the Administrator in connection with administering our business.
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
GC Advisors, as collateral manager for Golub Capital BDC 2010-1 LLC, or the 2010 Issuer, our indirect subsidiary, under a collateral management agreement, or the 2010 Collateral Management Agreement, was entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the 2010 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2010 Collateral Management Agreement, the term ‘‘collection period’’ refers to a quarterly period running from the day after the end of the prior collection period to the fifth business day of the calendar month in which a payment date occurs. Following redemption of the notes issued by the 2010 Issuer, or the 2010 Notes, on July 20, 2018, the 2010 Collateral Management Agreement was terminated.
GC Advisors, as collateral manager for Golub Capital BDC CLO 2014 LLC, or the 2014 Issuer, our wholly-owned subsidiary, under a collateral management agreement, or the 2014 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.25% of the principal balance of the portfolio loans held by the 2014 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2014 Collateral Management Agreement, the term ‘‘collection period’’ refers to a quarterly period running from the day after the end of the prior collection period to the tenth business day prior to the payment date.
Collateral management fees are paid directly by the 2010 Issuer and the 2014 Issuer to GC Advisors and offset against the management fees payable under the Investment Advisory Agreement. In addition, the 2010 Issuer and 2014 Issuer paid Wells Fargo Securities, LLC structuring and placement fees for its services in connection with the initial structuring and subsequent amendments of a $350.0 million term debt securitization, or the 2010 Debt Securitization and the initial structuring of a $402.6 million term debt securitization, or the 2014 Debt Securitization and, together with the 2010 Debt Securitization, the Debt Securitizations. Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing
77
incurred by us, which is consolidated by us and subject to our overall asset coverage requirement. The 2010 Issuer and 2014 Issuer also agreed to pay ongoing administrative expenses to the trustee, collateral manager, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2010 Debt Securitization and the 2014 Debt Securitization, as applicable.
We believe that these administrative expenses approximate the amount of ongoing fees and expenses that we would be required to pay in connection with a traditional secured credit facility. Our common stockholders indirectly bear all of these expenses.
Recent Developments
On
August 7, 2018
, our board of directors declared a quarterly distribution of
$0.32
per share payable on
September 28, 2018
to holders of record as of
September 7, 2018
.
On July 20, 2018, the 2010 Issuer entered into a credit facility, or the MS Credit Facility, with Morgan Stanley Bank, N.A., as lender, Morgan Stanley Senior Secured Funding, Inc., as administrative agent, and U.S. Bank National Association, as collateral agent for the administrative agent and the lenders, which permits up to $300 million in borrowings at any one time outstanding. The period through January 18, 2019 is referred to as the revolving period and during such revolving period the 2010 Issuer may request drawdowns under the MS Credit Facility. During the period prior to the last day of the revolving period, borrowings under the MS Credit Facility will bear interest at a rate equal to the one-month London Interbank Offered Rate, or LIBOR, plus 1.90%. Commencing on the last day of the revolving period, the interest rate on borrowings under the MS Credit Facility will reset to one-month LIBOR plus 2.15% for the remaining term of the MS Credit Facility. The scheduled maturity date of the MS Credit Facility is March 20, 2019.
The MS Credit Facility is secured by all of the assets held by the 2010 Issuer. Pursuant to a collateral management agreement, the GC Advisors has agreed to perform certain duties with respect to the purchase and management of the assets securing the MS Credit Facility. GC Advisors will not be paid a fee for such services under the collateral management agreement, but will be reimbursed for expenses incurred in the performance of such obligations other than any ordinary overhead expenses, which shall not be reimbursed. The 2010 Issuer made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the MS Credit Facility is subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.
In connection with entry into the MS Credit Facility, on July 20, 2018, the 2010 Issuer redeemed the outstanding 2010 Notes pursuant to the terms of the indenture governing such 2010 Notes. Following such redemption, the agreements governing the 2010 Debt Securitization were terminated.
78
Consolidated Results of Operations
Consolidated operating results for
the three and nine months ended June 30, 2018 and 2017
are as follows:
For the three months ended June 30,
Variances
For the nine months ended June 30,
Variances
2018
2017
2018 vs. 2017
2018
2017
2018 vs. 2017
(In thousands)
(In thousands)
Interest income
$
33,527
$
30,080
$
3,447
$
96,180
$
88,469
$
7,711
Income from accretion of discounts and origination fees
2,350
3,169
(819
)
7,420
6,792
628
Interest and dividend income from investments in SLF
(1)
2,050
891
1,159
5,868
5,693
175
Dividend income
10
278
(268
)
620
438
182
Fee income
459
990
(531
)
1,655
1,422
233
Total investment income
38,396
35,408
2,988
111,743
102,814
8,929
Total expenses
19,680
17,600
2,080
55,988
51,489
4,499
Net investment income - before excise tax
18,716
17,808
908
55,755
51,325
4,430
Excise tax
—
—
—
—
17
(17
)
Net investment income - after excise tax
18,716
17,808
908
55,755
51,308
4,447
Net realized gain (loss) on investments and foreign currency transactions
14,839
(3,209
)
18,048
14,702
(1,616
)
16,318
Net change in unrealized appreciation (depreciation) on investments, foreign currency translation and secured borrowings
(11,835
)
5,512
(17,347
)
(4,390
)
10,143
(14,533
)
Net increase in net assets resulting from
operations
$
21,720
$
20,111
$
1,609
$
66,067
$
59,835
$
6,232
Average earning debt investments, at fair value
(2)
$
1,599,024
$
1,579,961
$
19,063
$
1,591,820
$
1,546,012
$
45,808
Average investments in subordinated notes of SLF,
at fair value
—
—
—
—
25,760
(25,760
)
Average earning portfolio company
investments, at fair value
(2)
$
1,599,024
$
1,579,961
$
19,063
$
1,591,820
$
1,571,772
$
20,048
(1)
The investments in SLF include our investments in LLC equity interests in SLF for
the three and nine months ended June 30, 2018
and
the three months ended June 30, 2017
. For
the nine months ended June 30, 2017
, the investments in SLF include our investments in both subordinated notes (prior to their redemption by SLF on December 30, 2016) and LLC equity interests in SLF.
(2)
Does not include our investment in LLC equity interests in SLF.
Net income can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, quarterly comparisons of net income may not be meaningful.
Investment Income
Investment income increased from
the three months ended June 30, 2017
to
the three months ended June 30, 2018
by $3.0 million primarily as a result of an increase in the average earning debt investments balance, which is the average balance of accruing loans in our investment portfolio, of $19.1 million and an increase in LIBOR as well as an increase in income from our investments in SLF. These increases were partially offset by a decline in accretion of discounts resulting from decreased debt investment payoffs and a decline in prepayment fee income.
Investment income increased from
the nine months ended June 30, 2017
to
the nine months ended June 30, 2018
by $8.9 million primarily as a result of an increase in the average earning debt investment balance of $20.0 million and an increase in LIBOR, as well as increased prepayment fee income and accretion of discounts resulting from increased debt investment payoffs.
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The annualized income yield by debt security type for
the three and nine months ended June 30, 2018 and 2017
was as follows:
For the three months ended June 30,
For the nine months ended June 30,
2018
2017
2018
2017
Senior secured
7.2%
6.4%
6.5%
6.3%
One stop
8.7%
8.0%
8.5%
7.9%
Second lien
10.5%
9.9%
9.9%
10.5%
Subordinated debt
20.4%
8.5%
20.0%
8.0%
Subordinated notes in SLF
(1)
N/A
N/A
N/A
8.5%
(1)
SLF’s proceeds from the subordinated notes were utilized by SLF to invest in senior secured loans. SLF redeemed the outstanding balance on the subordinated notes on December 30, 2016.
Annualized income yields on one stop and senior secured loans increased for
the three and nine months ended June 30, 2018
primarily due to the rise in LIBOR. As of
June 30, 2018
, we have one second lien investment and two subordinated debt investments as shown in the Consolidated Schedule of Investments. Due to the limited number of second lien and subordinated debt investments, quarterly income yields on second lien and subordinated debt investments can be significantly impacted by the addition, subtraction or refinancing of one investment. The increase in the annualized income yield on second lien investments for the three months ended June 30, 2018 was driven by the rise in LIBOR. The decrease in the annualized income yield on second lien investments for the nine months ended June 30, 2018 was driven by the payoff on higher yielding second lien investments. The increase in the annualized income yield on subordinated debt investments for
the three and nine months ended June 30, 2018
was driven by the payoff of a lower yielding subordinated debt investment.
For additional details on investment yields and asset mix, refer to the “
Liquidity and Capital Resources
-
Portfolio Composition, Investment Activity and Yield”
section below.
Expenses
The following table summarizes our expenses for
the three and nine months ended June 30, 2018 and 2017
:
For the three months ended June 30,
Variances
For the nine months ended June 30,
Variances
2018
2017
2018 vs. 2017
2018
2017
2018 vs. 2017
(In thousands)
(In thousands)
Interest and other debt financing expenses
$
7,749
$
7,256
$
493
$
21,934
$
20,891
$
1,043
Amortization of debt issuance costs
807
843
(36
)
2,242
2,488
(246
)
Base management fee
6,125
6,059
66
17,984
17,744
240
Income incentive fee
2,832
1,485
1,347
7,181
4,300
2,881
Capital gain incentive fee
741
588
153
2,274
1,974
300
Professional fees
705
638
67
2,168
1,935
233
Administrative service fee
601
595
6
1,840
1,720
120
General and administrative expenses
120
136
(16
)
365
437
(72
)
Total expenses
$
19,680
$
17,600
$
2,080
$
55,988
$
51,489
$
4,499
Average debt outstanding
(1)
$
835,120
$
883,681
$
(48,561
)
$
817,405
$
883,018
$
(65,613
)
(1)
For
the three and nine months ended June 30, 2018
, there were no secured borrowings outstanding. For
the three and nine months ended June 30, 2017
, we have excluded $0.4 million of secured borrowings, at fair value, which were the result of participations and partial loan sales that did not meet the definition of a “participating interest”, as defined in the guidance to Accounting Standards Codification, or ASC, Topic 860 — Transfers and Servicing, or ASC Topic 860.
80
Interest Expense
Interest and other debt financing expenses increased by $0.5 million from
the three months ended June 30, 2017
to
the three months ended June 30, 2018
primarily due to the increase in LIBOR which was partially offset by a decrease in the weighted average of outstanding borrowings from
$883.7 million
for
the three months ended June 30, 2017
to
$835.1 million
for
the three months ended June 30, 2018
. The decrease in our debt was primarily driven by a decrease in the weighted average of outstanding borrowings on our amended and restated senior secured revolving credit facility that Golub Capital BDC Funding LLC, or Funding, our wholly-owned subsidiary, originally entered into on July 21, 2011, as most recently amended on December 14, 2017, with Wells Fargo Securities, LLC, as administrative agent, and Wells Fargo Bank, N.A., as lender and collateral agent, or the Credit Facility, from $149.5 million to $102.3 million. The effective annualized average interest rate on our outstanding debt increased to 4.1% for
the three months ended June 30, 2018
from 3.7% for
the three months ended June 30, 2017
primarily due to the increase in LIBOR.
Interest and other debt financing expenses increased by $1.0 million from
the nine months ended June 30, 2017
to
the nine months ended June 30, 2018
primarily due to the increase in LIBOR which was partially offset by a decrease in the weighted average of outstanding borrowings from
$883.0 million
for
the nine months ended June 30, 2017
to
$817.4 million
for
the nine months ended June 30, 2018
. The effective annualized average interest rate on our outstanding debt increased to 4.0% for
the nine months ended June 30, 2018
from 3.5% for
the nine months ended June 30, 2017
primarily due to the increase in LIBOR.
Management Fee
The base management fee remained stable from
the three and nine months ended June 30, 2017
to
the three and nine months ended June 30, 2018
.
Incentive Fees
The incentive fee payable under the Investment Advisory Agreement consists of two parts: (1) the income component, or the Income Incentive Fee, and (2) the capital gains component, or the Capital Gain Incentive Fee. The Income Incentive Fee increased by $1.3 million and $2.9 million from
the three and nine months ended June 30, 2017
to
the three and nine months ended June 30, 2018
, respectively, primarily as a result of the increase in net investment income. This resulted in an increase in the rate of return on the value of our net assets for
the three and nine months ended June 30, 2018
. For the three months ended June 30, 2018, while still not fully through the catch-up provision of the Income Incentive Fee calculation, the Income Incentive Fee as a percentage of Pre-Incentive Fee Net Investment Income (as defined in Note 4 to our consolidated financial statements) increased to 12.7% compared to 7.5% for
the three months ended June 30, 2017
. For
the nine months ended June 30, 2018
, while still not fully through the catch-up provision of the Income Incentive Fee calculation, the Income Incentive Fee as a percentage of Pre-Incentive Fee Net Investment Income increased to 11.0% compared to 7.5% for
the nine months ended June 30, 2017
.
The Capital Gain Incentive Fee equals (a) 20.0% of our Capital Gain Incentive Fee Base (as defined below), if any, calculated in arrears as of the end of each calendar year less (b) the aggregate amount of any previously paid Capital Gain Incentive Fees. Our “Capital Gain Incentive Fee Base” equals (1) the sum of (i) realized capital gains, if any, on a cumulative positive basis from the date the we elected to become a business development company through the end of each calendar year, (ii) all realized capital losses on a cumulative basis and (iii) all unrealized capital depreciation on a cumulative basis less (2) all unamortized deferred financing costs, if and to the extent such costs exceed all unrealized capital appreciation on a cumulative basis. In addition, in accordance with generally accepted accounting principles in the United States of America, or GAAP, we are required to also include the aggregate unrealized capital appreciation on investments in the calculation and accrue the capital gain incentive fee as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement.
The accrual for capital gain incentive fee under GAAP was
$0.7 million
, or $0.02 per share, and
$2.3 million
, or $0.04 per share, for
the three and nine months ended June 30, 2018
, respectively. The accrual for capital gain incentive fee under GAAP was
$0.6 million
, or $0.01 per share, and
$2.0 million
, or $0.04 per share, for
the three and nine months ended June 30, 2017
, respectively. For additional details on unrealized appreciation and depreciation of investments, refer to the “
Net
Realized and Unrealized Gains and Losses”
section below.
The capital gain incentive fee accrual which was calculated in accordance with GAAP as of
June 30, 2018 and 2017
was
$8.0 million
and
$6.9 million
, respectively, of which
$2.6 million
and
$0.4 million
, respectively, were payable as a Capital Gain Incentive Fee pursuant to the Investment Advisory Agreement. Any payment due under the terms of the Investment Advisory Agreement is calculated in arrears at the end of each calendar year, and we paid a $1.2 million Capital Gain Incentive Fee
81
calculated in accordance with the Investment Advisory Agreement as of December 31, 2017. The Company did not pay any Capital Gain Incentive Fee calculated under the Investment Advisory Agreement as of any date prior to December 31, 2017.
Professional Fees, Administrative Service Fee, and General and Administrative Expenses
In total, professional fees, the administrative service fee, and general and administrative expenses remained stable from
the three months ended June 30, 2017
to
the three months ended June 30, 2018
and increased by $0.3 million from
the nine months ended June 30, 2017
to
the nine months ended June 30, 2018
. In general, we expect certain of our operating expenses, including professional fees, the administrative service fee, and other general and administrative expenses to decline as a percentage of our total assets during periods of growth and increase as a percentage of our total assets during periods of asset declines.
The Administrator pays for certain expenses incurred by us. These expenses are subsequently reimbursed in cash. Total expenses reimbursed by us to the Administrator for
the three and nine months ended June 30, 2018
were $0.4 million and $1.7 million, respectively. Total expenses reimbursed by us to the Administrator for
the three and nine months ended June 30, 2017
were $0.4 million and $1.7 million, respectively.
As of
June 30, 2018
and
September 30, 2017
, included in accounts payable and accrued expenses were
$0.7 million
and
$0.8 million
, respectively, for accrued expenses paid on behalf of us by the Administrator.
Excise Tax Expense
We have elected 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 be subject to tax as a RIC, we are required to meet certain source of income and asset diversification requirements, as well as timely distribute to our stockholders dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code, and determined without regard to any deduction for dividends paid for each tax year. We have made and intend to continue to make the requisite distributions to our stockholders that 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 retain taxable income in excess of current year distributions into the next tax year in an amount less than what would trigger payments of U.S. federal income tax under Subchapter M of the Code. We may then be required to incur a 4% excise tax on such income. To the extent that we determine that our estimated current year annual taxable income may exceed estimated current year distributions, we accrue excise tax, if any, on estimated excess taxable income as taxable income is earned. For
the three and nine months ended June 30, 2018
, we did not incur a net expense for U.S. federal excise tax. For
the three and nine months ended June 30, 2017
, we incurred a net expense of
$0
and
$17,000
, respectively, for U.S. federal excise tax.
Net Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the periods presented:
For the three months ended June 30,
Variances
For the nine months ended June 30,
Variances
2018
2017
2018 vs. 2017
2018
2017
2018 vs. 2017
(In thousands)
(In thousands)
Net realized gain (loss) on investments
$
14,881
$
(3,209
)
$
18,090
$
14,744
$
(1,616
)
$
16,360
Foreign currency transactions
(42
)
—
(42
)
(42
)
—
(42
)
Net realized gain (loss) on investments and foreign currency transactions
$
14,839
$
(3,209
)
$
18,048
$
14,702
$
(1,616
)
$
16,318
Unrealized appreciation on investments
10,756
19,206
(8,450
)
23,003
28,465
(5,462
)
Unrealized (depreciation) on investments
(22,102
)
(13,793
)
(8,309
)
(26,968
)
(18,494
)
(8,474
)
Unrealized appreciation on investments in SLF
(1)
—
99
(99
)
—
171
(171
)
Unrealized (depreciation) on investments in SLF
(2)
(575
)
—
(575
)
(511
)
—
(511
)
Unrealized appreciation on secured borrowings
—
—
—
—
1
(1
)
Unrealized appreciation on foreign currency translation
86
—
86
86
—
86
Net change in unrealized appreciation (depreciation) on investments, investments in SLF, secured borrowings and foreign currency
$
(11,835
)
$
5,512
$
(17,347
)
$
(4,390
)
$
10,143
$
(14,533
)
82
(1)
Unrealized appreciation on investments in SLF includes our investment in LLC equity interests in SLF.
(2)
Unrealized (depreciation) on investments in SLF includes our investment in LLC equity interests in SLF.
For
the three months ended June 30, 2018
, we had a net realized gain on investments and foreign currency transactions of $14.8 million primarily due to sale of equity investments in seven portfolio companies, which was substantially greater than in recent periods. For
the nine months ended June 30, 2018
, we had a net realized gain on investments and foreign currency transactions of $14.7 million primarily due to sale of equity investments in seven portfolio companies and the sale of portfolio company investments to SLF, which was partially offset by the write off of one non-accrual portfolio company investment.
For
the three months ended June 30, 2018
, we had
$10.8 million
in unrealized appreciation on 112 portfolio company investments, which was offset by
$22.1 million
in unrealized depreciation on 161 portfolio company investments. For
the nine months ended June 30, 2018
, we had
$23.0 million
in unrealized appreciation on 146 portfolio company investments, which was offset by
$27.0 million
in unrealized depreciation on 161 portfolio company investments. Unrealized appreciation during
the three and nine months ended June 30, 2018
resulted from an increase in fair value primarily due to the rise in market prices of portfolio company investments. Unrealized depreciation primarily resulted from the reversal of the net unrealized appreciation associated with the sales of portfolio company investments, the amortization of discounts, and negative credit related adjustments that caused a reduction in fair value during
the three and nine months ended June 30, 2018
.
For
the three and nine months ended June 30, 2018
, we had
$0.6 million
and
$0.5 million
, respectively, in unrealized depreciation on our investment in SLF LLC equity interests, which was primarily driven by net negative credit related adjustments associated with SLF's investment portfolio.
For the three months ended June 30, 2017, we had a net realized loss of $3.2 million primarily due to the sale of a debt and equity investment in a single portfolio company, which was partially offset by the gain on the sale of five equity investments. For the nine months ended June 30, 2017, we had a net realized loss of $1.6 million primarily due to the sale of a debt and equity investment in a single portfolio company, which was partially offset by the net realized gains on the sale of portfolio company investments to SLF and the sale of eight equity investments.
For the three months ended June 30, 2017, we had $19.2 million in unrealized appreciation on 118 portfolio company investments, which was partially offset by $13.8 million in unrealized depreciation on 154 portfolio company investments. For the nine months ended June 30, 2017, we had $28.5 million in unrealized appreciation on 144 portfolio company investments, which was partially offset by $18.5 million in unrealized depreciation on 147 portfolio company investments. Unrealized appreciation during the three and nine months ended June 30, 2017 resulted from an increase in fair value primarily due to the rise in market prices of portfolio company investments. Unrealized depreciation primarily resulted from the amortization of discounts, negative credit related adjustments that caused a reduction in fair value and the reversal of the net unrealized appreciation associated with the sales of portfolio company investments during the three and nine months ended June 30, 2017.
For the three and nine months ended June 30, 2017, we had $0.1 million and $0.2 million, respectively, in unrealized appreciation on our investment in SLF LLC equity interests, which was primarily driven by stable net investment income that was partially offset by net negative credit related adjustments associated with SLF's investment portfolio.
Liquidity and Capital Resources
For
the nine months ended June 30, 2018
, we experienced a net
increase
in cash, cash equivalents, foreign currencies and restricted cash and cash equivalents of
$9.6 million
. During the period, cash
used in
operating activities was
$38.9 million
, primarily as a result of fundings of portfolio investments of
$464.2 million
, partially offset by the proceeds from principal payments and sales of portfolio investments of
$364.8 million
and net investment income of
$55.8 million
. Lastly, cash
provided by
financing activities was
$48.6 million
, primarily driven by borrowings on debt of
$414.8 million
that were partially offset by repayments of debt of
$320.0 million
and distributions paid of
$54.7 million
.
For the nine months ended June 30, 2017, we experienced a net
decrease
in cash and cash equivalents and restricted cash and cash equivalents of
$43.7 million
. During the period, cash
used in
operating activities was
$70.7 million
, primarily as a result of fundings of portfolio investments of
$461.8 million
, partially offset by the proceeds from principal payments and sales of portfolio investments of
$336.5 million
and net investment income of
$51.3 million
. Lastly, cash
provided by
financing activities was
$27.0 million
, primarily driven by borrowings on debt of
$419.4 million
and proceeds from shares sold of
$69.9 million
that were partially offset by repayments of debt of
$400.7 million
and distributions paid of
$59.9 million
.
As of
June 30, 2018
and
September 30, 2017
, we had cash and cash equivalents of
$6.8 million
and
$4.0 million
, respectively. In addition, we had foreign currencies of $0.1 million as of June 30, 2018 and restricted cash and cash equivalents of
$65.3
83
million
and
$58.6 million
as of
June 30, 2018
and
September 30, 2017
, respectively. Cash and cash equivalents are available to fund new investments, pay operating expenses and pay distributions. As of
June 30, 2018
,
$53.9 million
of our restricted cash and cash equivalents could be used to fund new investments that meet the investment guidelines established in the Debt Securitizations, which are described in further detail in
Note 6
to our consolidated financial statements, and for the payment of principal and interest expense on the notes issued in the Debt Securitizations. As of
June 30, 2018
,
$5.2 million
of our restricted cash and cash equivalents could be used to fund investments that meet the guidelines under the Credit Facility as well as for the payment of interest expense and revolving debt of the Credit Facility. As of
June 30, 2018
,
$6.2 million
of our restricted cash and cash equivalents could be used to fund new investments that meet the regulatory and investment guidelines established by the U.S. Small Business Administration, or SBA, for our small business investment company, or SBIC, subsidiaries which are described in further detail in
Note 6
to our consolidated financial statements, and for interest expense and fees on our outstanding SBA debentures.
As of
June 30, 2018
, the Credit Facility allowed Funding to borrow up to $170.0 million at any one time outstanding, subject to leverage and borrowing base restrictions. As of
June 30, 2018
and
September 30, 2017
, we had
$147.5 million
and
$63.1 million
outstanding under the Credit Facility, respectively. As of
June 30, 2018
and
September 30, 2017
, subject to leverage and borrowing base restrictions, we had approximately
$22.6 million
and $161.9 million, respectively, of remaining commitments and $22.6 million and $95.0 million, respectively, of availability on the Credit Facility.
On
June 22, 2016
, we entered into an unsecured revolving credit facility with GC Advisors, or the Adviser Revolver, which permits us to borrow up to
$20.0 million
at any one time outstanding. We entered into the Adviser Revolver in order to have the ability to borrow funds on a short-term basis and have in the past repaid, and generally intend in the future to repay, borrowings under the Adviser Revolver within the same quarter in which they are drawn. As of
June 30, 2018
and
September 30, 2017
, we had no amounts outstanding on the Adviser Revolver.
On July 16, 2010, we completed the 2010 Debt Securitization, which was subsequently increased to $350.0 million. On October 20, 2016, we further amended the 2010 Debt Securitization to, among other things, (a) refinance the issued Class A 2010 Notes, by redeeming in full the $203.0 million Class A 2010 Notes and issuing new Class A-Refi 2010 Notes in an aggregate principal amount of $205.0 million that bear interest at a rate of three-month LIBOR plus 1.90%, (b) refinance the Class B 2010 Notes by redeeming in full the $12.0 million Class B 2010 Notes and issuing new Class B-Refi 2010 Notes in an aggregate principal amount of $10.0 million that bear interest at a rate of three-month LIBOR plus 2.40%, and (c) extend the reinvestment period applicable to the 2010 Issuer to July 20, 2018. Following the refinancing, Golub Capital BDC 2010-1 Holdings LLC, our wholly-owned subsidiary, or Holdings, retained the Class B-Refi 2010 Notes.
As of
June 30, 2018
and
September 30, 2017
, the 2010 Notes consisted of $205.0 million of Class A-Refi 2010 Notes, which bore interest at a rate of three-month LIBOR plus 1.90%, $10.0 million of Class B-Refi 2010 Notes, which bore interest at a rate of three-month LIBOR plus 2.40%, and $135.0 million face amount of Subordinated 2010 Notes that did not bear interest. The Class A-Refi 2010 Notes are included in the
June 30, 2018
and
September 30, 2017
Consolidated Statements of Financial Condition as our debt and the Class B-Refi 2010 Notes and Subordinated 2010 Notes were eliminated in consolidation. As of
June 30, 2018
and
September 30, 2017
, we had outstanding debt under the 2010 Debt Securitization of $205.0 million. On July 20, 2018, the 2010 Notes were redeemed and, following such redemption, the agreements governing the 2010 Debt Securitization were terminated.
On June 5, 2014, we completed the 2014 Debt Securitization in which the 2014 Issuer issued an aggregate of $402.6 million of notes, or the 2014 Notes, including, prior to their redemption on March 23, 2018, $191.0 million of Class A-1 2014 Notes, which bore interest at a rate of three-month LIBOR plus 1.75%, $20.0 million of Class A-2 2014 Notes, which bore interest at a rate of three-month LIBOR plus 1.95%, $35.0 million of Class B 2014 Notes, which bore interest at a rate of three-month LIBOR plus 2.50%, $37.5 million of Class C 2014 Notes, which bore interest at a rate of three-month LIBOR plus 3.50%, and $119.1 million of LLC equity interests in the 2014 Issuer that do not bear interest. We retained all of the Class C 2014 Notes and LLC equity interests in the 2014 Issuer totaling $37.5 million and $119.1 million, respectively. On March 23, 2018, we amended the 2014 Debt Securitization to, among other things, (a) refinance the issued Class A-1 notes issued by the 2014 Issuer by redeeming in full the $191.0 million of Class A-1 2014 Notes and issuing new Class A-1-R 2014 Notes in an aggregate principal amount of $191.0 million that bear interest at a rate of three-month LIBOR plus 0.95%, which is a decrease from the rate of three-month LIBOR plus 1.75% of the previously outstanding Class A-1 2014 Notes, (b) refinance the Class A-2 2014 Notes by redeeming in full the $20.0 million of Class A-2 2014 Notes and issuing new Class A-2-R 2014 Notes in an aggregate principal amount of $20.0 million that bear interest at a rate of three-month LIBOR plus 0.95%, which is a decrease from the rate of three-month LIBOR plus 1.95% of the previously outstanding Class A-2 2014 Notes, (c) refinance the Class B 2014 Notes by redeeming in full the $35.0 million of Class B 2014 Notes and issuing new Class B-R 2014 Notes in an aggregate principal amount of $35.0 million that bear interest at a rate of three-month LIBOR plus 1.40%, which is a decrease from the rate of three-month LIBOR plus 2.50% of the previously outstanding Class B 2014 Notes, (d) refinance the Class C
84
2014 Notes by redeeming in full the $37.5 million of Class C 2014 Notes and issuing new Class C-R 2014 Notes in an aggregate principal amount of $37.5 million that bear interest at a rate of three-month LIBOR plus 1.55%, which is a decrease from the rate of three-month LIBOR plus 3.50% of the previously outstanding Class C 2014 Notes. The Class C-R 2014 Notes were retained by us, and we remain the sole owner of the equity of the 2014 Issuer.
The Class A-1-R, Class A-2-R and Class B-R 2014 Notes are included in the
June 30, 2018
Consolidated Statements of Financial Condition as our debt and the Class C-R 2014 Notes and LLC equity interests in the 2014 Issuer were eliminated in consolidation. As of
June 30, 2018
, we had outstanding debt under the 2014 Debt Securitization of $246.0 million. The Class A-1, Class A-2 and Class B 2014 Notes are included in the
September 30, 2017
Consolidated Statements of Financial Condition as our debt and the Class C 2014 Notes and LLC equity interests in the 2014 Issuer were eliminated in consolidation. As of
September 30, 2017
, we had outstanding debt under the 2014 Debt Securitization of $246.0 million.
Under present SBIC regulations, the maximum amount of SBA-guaranteed debentures that may be issued by multiple licensees under common management is $350.0 million and the maximum amount that a single SBIC licensee may issue is $150.0 million. As of
June 30, 2018
, GC SBIC IV, L.P., or SBIC IV, GC SBIC V, L.P., or SBIC V, and GC SBIC VI, L.P., or SBIC VI, had
$115.0 million
,
$150.0 million
, and
$12.5 million
, respectively, of outstanding SBA-guaranteed debentures that mature between September 2021 and March 2028 leaving incremental borrowing capacity of $72.5 million under present SBIC regulations. As of
September 30, 2017
, SBIC IV, SBIC V and SBIC VI had
$125.0 million
,
$133.0 million
and
$9.0 million
, respectively, of outstanding SBA-guaranteed debentures that mature between September 2021 and September 2027.
In accordance with the 1940 Act, with certain limited exceptions, we are currently allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. The Small Business Credit Availability Act, or SBCAA, which was signed into law on March 23, 2018, among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to business development companies from 200% to 150% so long as the business development company meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a business development company to have a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. Effectiveness of the reduced asset coverage requirement to a business development company requires approval by either (1) a “required majority,” as defined in Section 57(o) of the 1940 Act, of such business development company’s board of directors with effectiveness one year after the date of such approval or (2) a majority of votes cast at a special or annual meeting of such business development company’s stockholders at which a quorum is present, which is effective the day after such stockholder approval. We are still evaluating the merits of operating with a higher leverage ratio, and have not sought or obtained either approval and, as a result, remain subject to the 200% asset coverage requirement under Section 61(a)(1) of the 1940 Act.
On September 13, 2011, we received exemptive relief from the SEC allowing us to modify the asset coverage requirement to exclude the SBA debentures from our asset coverage calculation. As such, our ratio of total consolidated assets to outstanding indebtedness may be less than 200% even if we do not approve the modified asset coverage requirement permitted by Section 61(a)(2) of the 1940 Act. This provides us with increased investment flexibility but also increases our risks related to leverage. As of
June 30, 2018
, our asset coverage for borrowed amounts was
258.5%
(excluding the SBA debentures).
As of
June 30, 2018
and
September 30, 2017
, we had outstanding commitments to fund investments, excluding our investments in SLF, totaling
$58.8 million
and $60.5 million, respectively. 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 the entire amount was eligible for funding to the borrowers, subject to the terms of each loan’s respective credit agreement. As of
June 30, 2018
, we believe that we had sufficient assets and liquidity to adequately cover future obligations under our unfunded commitments based on historical rates of drawings upon unfunded commitments, cash and restricted cash balances that we maintain, availability under our Credit Facility and Adviser Revolver and ongoing principal repayments on debt investments. In addition, we generally hold some syndicated loans in larger portfolio companies that are saleable over a relatively short period to generate cash.
Due to the interplay of the 1940 Act restrictions on principal and joint transactions and the U.S. risk retention rules adopted pursuant to Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank, as a business development company we may be unable to enter into certain types of securitization transactions. We have requested no action relief from the SEC that, if granted, would permit us to once again utilize securitizations in which assets are transferred through GC Advisors, but we cannot provide assurance that the SEC or any other regulatory authority will grant our request, which would permit us to enter into certain types of securitization transactions, on a timely basis or at all. The reinvestment period for the 2010 Debt Securitization expired on July 20, 2018 and on such date we redeemed the 2010 Notes and terminated the 2010 Debt Securitization. In connection with these actions, we entered into the MS Credit Facility which permits up to $300.0 million in borrowings at any one time outstanding. As the reinvestment period for our 2014 Debt Securitization expired on
85
April 28, 2018, we are continuing to explore expanding our secured debt financing facilities, including through an expansion of our Credit Facility.
Although we expect to fund the growth of our investment portfolio through the net proceeds from future securities offerings and through our DRIP 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 addition, we may, from time to time, amend or refinance our leverage facilities and securitization financings, to the extent permitted by applicable law. In addition to capital not being available, it also may not be available on favorable terms. To the extent we are not able to raise capital on what we believe are favorable terms, we will focus on optimizing returns by investing capital generated from repayments into new investments we believe are attractive from a risk/reward perspective. Furthermore, to the extent we are not able to raise capital and are at or near our targeted leverage ratios, we may receive smaller allocations, if any, on new investment opportunities under GC Advisors’ allocation policy and have, in the past, received such smaller allocations under similar circumstances.
Portfolio Composition, Investment Activity and Yield
As of
June 30, 2018
and
September 30, 2017
, we had investments in
192
and
185
portfolio companies, respectively, with a total fair value of
$1,705.9 million
and
$1,590.0 million
, respectively, and had investments in SLF with a total fair value of
$92.6 million
and
$95.0 million
, respectively.
The following table shows the asset mix of our new investment commitments for
the three and nine months ended June 30, 2018 and 2017
:
For the three months ended June 30,
For the nine months ended June 30,
2018
2017
2018
2017
(In thousands)
Percentage of
Commitments
(In thousands)
Percentage of
Commitments
(In thousands)
Percentage of
Commitments
(In thousands)
Percentage of
Commitments
Senior secured
$
23,414
11.8
%
$
27,678
11.5
%
$
89,295
18.6
%
$
111,015
23.6
%
One stop
170,496
85.9
212,465
87.8
379,586
79.1
338,457
71.9
Second lien
—
—
—
—
—
—
—
—
Subordinated debt
184
0.1
—
—
184
0.0
*
12
0.0
*
Subordinated notes in SLF
(1)
—
—
—
—
—
—
5,457
1.1
LLC equity interests in SLF
(1)
2,625
1.3
—
—
6,737
1.4
12,542
2.7
Equity
1,754
0.9
1,795
0.7
4,387
0.9
3,162
0.7
Total new investment commitments
$
198,473
100.0
%
$
241,938
100.0
%
$
480,189
100.0
%
$
470,645
100.0
%
*
Represents an amount less than 0.1%.
(1)
SLF’s proceeds from the subordinated notes and LLC equity interests were utilized by SLF to invest in senior secured loans. As of
June 30, 2018
, SLF had investments in senior secured loans to 38 different borrowers.
For
the three and nine months ended June 30, 2018
, we had approximately $138.0 million and $333.5 million, respectively, in proceeds from principal payments and return of capital distributions of portfolio companies. For
the three and nine months ended June 30, 2018
, we had sales of investments in seven and seventeen portfolio companies, respectively, aggregating approximately $19.0 million and $31.3 million, respectively, in net proceeds.
For the three and nine months ended June 30, 2017, we had approximately $156.0 million and $241.0 million, excluding $78.7 million of proceeds from the repayment in full and termination of our investment in subordinated notes of SLF, respectively, in proceeds from principal payments and return of capital distributions of portfolio companies. For the three and nine months ended June 30, 2017, we had sales of investments in 9 and 28 portfolio companies, respectively, aggregating approximately $13.4 million and $95.5 million, respectively, in net proceeds.
86
The following table shows the principal, amortized cost and fair value of our portfolio of investments by asset class:
As of June 30, 2018
(1)
As of September 30, 2017
(1)
Principal
Amortized
Cost
Fair
Value
Principal
Amortized
Cost
Fair
Value
(In thousands)
Senior secured:
Performing
$
218,376
$
216,216
$
217,131
$
196,296
$
194,357
$
195,089
Non-accrual
(2)
—
—
—
1,438
1,433
(60
)
(3)
One stop:
Performing
1,427,988
1,411,051
1,422,222
1,339,755
1,322,220
1,331,069
Non-accrual
(2)
19,601
19,348
13,262
8,870
8,788
3,015
Second lien:
Performing
9,435
9,330
9,435
9,434
9,306
9,434
Non-accrual
(2)
—
—
—
—
—
—
Subordinated debt:
Performing
247
247
247
59
59
59
Non-accrual
(2)
—
—
—
—
—
—
LLC equity interests in SLF
(4)
N/A
95,532
92,579
N/A
97,457
95,015
Equity
N/A
37,490
43,639
N/A
37,619
51,394
Total
$
1,675,647
$
1,789,214
$
1,798,515
$
1,555,852
$
1,671,239
$
1,685,015
(1)
23 and 19 of our loans included a feature permitting a portion of the interest due on such loan to be PIK interest as of
June 30, 2018
and
September 30, 2017
, respectively.
(2)
We refer to a loan as non-accrual when we cease recognizing interest income on the loan because we have stopped pursuing repayment of the loan or, in certain circumstances, it is past due 90 days or more on principal and interest or our management has reasonable doubt that principal or interest will be collected. See “— Critical Accounting Policies — Revenue Recognition.”
(3)
The negative fair value is the result of the unfunded commitment being valued below par.
(4)
Proceeds from the LLC equity interests invested in SLF were utilized by SLF to invest in senior secured loans.
As of June 30, 2018, we had three debt investments on non-accrual status and non-accrual investments as a percentage of total investments at cost and fair value were 1.2% and 0.8%, respectively. As of September 30, 2017, we had three debt investments on non-accrual status and non-accrual investments as a percentage of total investments at cost and fair value were 0.6% and 0.2%, respectively. As of
June 30, 2018
and
September 30, 2017
, the fair value of our debt investments as a percentage of the outstanding principal value was 99.2% and 98.9%, respectively.
The following table shows the weighted average rate, spread over LIBOR of floating rate and fees of investments originated and the weighted average rate of sales and payoffs of portfolio companies during
the three and nine months ended June 30, 2018 and 2017
:
For the three months ended June 30,
For the nine months ended June 30,
2018
2017
2018
2017
Weighted average rate of new investment fundings
(1)
7.8%
7.3%
7.9%
7.0%
Weighted average spread over LIBOR of new floating rate investment fundings
(1)
5.7%
6.0%
6.0%
5.9%
Weighted average rate of new fixed rate investment fundings
8.0%
7.5%
9.6%
7.5%
Weighted average fees of new investment fundings
1.0%
1.6%
1.3%
1.5%
Weighted average rate of sales and payoffs of portfolio investments
(1)(2)
8.2%
7.9%
7.9%
7.3%
Weighted average annualized income yield
(3)(4)
8.5%
7.9%
8.2%
7.8%
(1)
Excludes our subordinated note investments in SLF, which were redeemed on December 30, 2016.
(2)
Excludes exits on investments on non-accrual status.
(3)
Represents income from interest, including subordinated notes in SLF, and fees, excluding amortization of capitalized fees and discounts, divided by the average fair value of earning debt investments, and does not represent a return to any investor in us.
87
(4)
For
the three and nine months ended June 30, 2018
and for
the three months ended June 30, 2017
, weighted average annualized income yield does not reflect interest income from subordinated notes in SLF, which were redeemed on December 30, 2016.
As of
June 30, 2018
, 99.5% and 99.5% of our debt portfolio at fair value and at amortized cost, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans. As of
September 30, 2017
, 99.6% and 99.6% of our debt portfolio at fair value and at amortized cost, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans.
As of
June 30, 2018
and
September 30, 2017
, the portfolio median earnings before interest, taxes, depreciation and amortization, or EBITDA, for our portfolio companies (excluding SLF) was $26.0 million and $25.2 million, respectively. The portfolio median EBITDA is based on the most recently reported trailing twelve-month EBITDA received from the portfolio company.
As part of the monitoring process, GC Advisors regularly assesses the risk profile of each of our investments and rates each of them based on an internal system developed by Golub Capital and its affiliates. This system is not generally accepted in our industry or used by our competitors. It is based on the following categories, which we refer to as GC Advisors’ internal performance ratings:
Internal Performance Ratings
Rating
Definition
5
Involves the least amount of risk in our portfolio. The borrower is performing above expectations, and the trends and risk factors are generally favorable.
4
Involves an acceptable level of risk that is similar to the risk at the time of origination. The borrower is generally performing as expected, and the risk factors are neutral to favorable.
3
Involves a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination. The borrower may be out of compliance with debt covenants; however, loan payments are generally not past due.
2
Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due).
1
Involves a borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 1 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.
Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
For any investment rated 1, 2 or 3, GC Advisors will increase its monitoring intensity and prepare regular updates for the investment committee, summarizing current operating results and material impending events and suggesting recommended actions.
GC Advisors monitors and, when appropriate, changes the internal performance ratings assigned to each investment in our portfolio. In connection with our valuation process, GC Advisors and our board of directors review these internal performance ratings on a quarterly basis.
88
The following table shows the distribution of our investments on the 1 to 5 internal performance rating scale at fair value as of
June 30, 2018
and
September 30, 2017
:
June 30, 2018
September 30, 2017
Internal
Performance
Rating
Investments
at Fair Value
(In thousands)
Percentage of
Total
Investments
Investments
at Fair Value
(In thousands)
Percentage of
Total
Investments
5
$
188,815
10.5
%
$
91,525
5.5
%
4
1,437,556
79.9
1,378,316
81.8
3
157,032
8.7
212,629
12.6
2
15,102
0.9
249
0.0*
1
10
0.0*
2,296
0.1
Total
$
1,798,515
100.0
%
$
1,685,015
100.0
%
*
Represents an amount less than 0.1%.
Senior Loan Fund LLC
We co-invest with RGA Reinsurance Company, or RGA, in senior secured loans through SLF, an unconsolidated Delaware LLC. SLF is capitalized as transactions are completed and all portfolio and investment decisions in respect to SLF must be approved by the SLF investment committee consisting of two representatives of each of us and RGA (with unanimous approval required from (i) one representative of each of us and RGA or (ii) both representatives of each of us and RGA). SLF may cease making new investments upon notification of either member but operations will continue until all investments have been sold or paid-off in the normal course of business.
As of
June 30, 2018
, SLF is capitalized by LLC equity interest subscriptions from its members. On December 14, 2016, the SLF investment committee approved the recapitalization of the commitments of SLF’s members. On December 30, 2016, SLF’s members entered into additional LLC equity interest subscriptions totaling $160.0 million, SLF issued capital calls totaling $89.9 million to us and RGA and the subordinated notes previously issued by SLF were redeemed and terminated. As of
June 30, 2018
and
September 30, 2017
, we and RGA owned 87.5% and 12.5%, respectively, of the LLC equity interests. SLF’s profits and losses are allocated to us and RGA in accordance with our respective ownership interests.
As of
June 30, 2018
and
September 30, 2017
, SLF had the following commitments from its members (in the aggregate):
As of June 30, 2018
As of September 30, 2017
Committed
Funded
(1)
Committed
Funded
(1)
(In thousands)
LLC equity commitments
$
200,000
$
109,180
$
200,000
$
111,380
Total
$
200,000
$
109,180
$
200,000
$
111,380
(1)
Funded LLC equity commitments are presented net of return of capital distributions subject to recall.
As of
June 30, 2018
, the senior secured revolving credit facility, or, as amended, the SLF Credit Facility, that Senior Loan Fund II LLC, a wholly-owned subsidiary of SLF, or SLF II, entered into with Wells Fargo Securities, LLC, as administrative agent, and Wells Fargo Bank, N.A., as lender, allows SLF II to borrow up to $200.0 million subject to leverage and borrowing base restrictions. The reinvestment period of the SLF Credit Facility ends August 29, 2018, and the stated maturity date is August 30, 2020. As of
June 30, 2018
and
September 30, 2017
, SLF II had outstanding debt under the SLF Credit Facility of
$123.5 million
and
$197.7 million
, respectively. Through the reinvestment period, the SLF Credit Facility bears interest at one-month LIBOR plus a rate between 1.75% and 2.15%, depending on the composition of the collateral asset portfolio, per annum.
As of
June 30, 2018
and
September 30, 2017
, SLF had total assets at fair value of
$229.8 million
and
$306.2 million
, respectively. As of
June 30, 2018
, SLF did not have any portfolio companies on non-accrual status. As of
September 30, 2017
, SLF had one portfolio company investment on non-accrual status with a fair value of $0.3 million. The portfolio companies in SLF are in industries and geographies similar to those in which we may invest directly. Additionally, as of
June 30, 2018
and
89
September 30, 2017
, SLF had commitments to fund various undrawn revolving credit and delayed draw loans to its portfolio companies totaling $9.6 million and $13.3 million, respectively.
Below is a summary of SLF’s portfolio, followed by a listing of the individual investments in SLF’s portfolio as of
June 30, 2018
and
September 30, 2017
:
As of June 30, 2018
As of September 30, 2017
(Dollars in thousands)
Senior secured loans
(1)
$
228,891
$
301,583
Weighted average current interest rate on senior secured loans
(2)
7.6
%
6.4
%
Number of borrowers in SLF
38
50
Largest portfolio company investment
(1)
$
13,750
$
13,820
Total of five largest portfolio company investments
(1)
$
59,619
$
61,187
(1)
At principal amount.
(2)
Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at principal amount.
90
SLF Investment Portfolio as of June 30, 2018
Portfolio Company
Business Description
Investment
Type
Maturity
Date
Current
Interest
Rate
(1)
Principal ($) /
Shares
(2)
Fair
Value
(3)
(In thousands)
1A Smart Start LLC
Home and Office Furnishings, Housewares, and Durable Consumer
Senior loan
02/2022
6.8
%
$
2,079
$
2,086
1A Smart Start LLC
(4)
Home and Office Furnishings, Housewares, and Durable Consumer
Senior loan
02/2022
6.6
924
926
Advanced Pain Management Holdings, Inc.,
Healthcare, Education and Childcare
Senior loan
08/2018
7.1
6,561
4,921
Advanced Pain Management Holdings, Inc.,
Healthcare, Education and Childcare
Senior loan
08/2018
7.1
449
337
Boot Barn, Inc.
Retail Stores
Senior loan
06/2021
6.8
9,533
9,533
Brandmuscle, Inc.
Printing and Publishing
Senior loan
12/2021
7.1
4,678
4,675
Captain D's, LLC
(4)
Personal, Food and Miscellaneous Services
Senior loan
12/2023
6.6
2,505
2,505
Captain D's, LLC
(4)
Personal, Food and Miscellaneous Services
Senior loan
12/2023
6.6
4
4
CLP Healthcare Services, Inc.
Healthcare, Education and Childcare
Senior loan
12/2020
7.6
8,524
8,354
CLP Healthcare Services, Inc.
Healthcare, Education and Childcare
Senior loan
12/2020
7.6
4,295
4,209
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
7.6
2,423
2,423
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
7.6
1,218
1,218
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
7.6
58
58
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
7.6
40
40
Curo Health Services LLC
(4)
Healthcare, Education and Childcare
Senior loan
02/2022
8.0
5,805
5,820
DISA Holdings Acquisition Subsidiary Corp.
(4)
Diversified/Conglomerate Service
Senior loan
06/2022
6.7
4,821
4,797
DISA Holdings Acquisition Subsidiary Corp.
(4)(5)
Diversified/Conglomerate Service
Senior loan
06/2022
N/A
(6)
—
(5
)
Encore GC Acquisition, LLC
Healthcare, Education and Childcare
Senior loan
01/2020
7.7
4,540
4,540
Flexan, LLC
Chemicals, Plastics and Rubber
Senior loan
02/2020
8.1
5,982
5,982
Flexan, LLC
Chemicals, Plastics and Rubber
Senior loan
02/2020
8.1
1,661
1,661
Flexan, LLC
(4)
Chemicals, Plastics and Rubber
Senior loan
02/2020
9.5
304
304
Gamma Technologies, LLC
(4)
Electronics
Senior loan
06/2024
7.6
10,211
10,122
III US Holdings, LLC
Diversified/Conglomerate Service
Senior loan
09/2022
8.8
4,927
4,927
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
03/2024
6.6
2,293
2,293
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
03/2024
6.6
119
119
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
03/2024
6.6
64
64
Joerns Healthcare, LLC
(4)
Healthcare, Education and Childcare
Senior loan
05/2020
8.3
8,745
8,075
Paradigm DKD Group, LLC
Buildings and Real Estate
Senior loan
11/2018
8.3
1,967
1,475
Paradigm DKD Group, LLC
Buildings and Real Estate
Senior loan
11/2018
8.3
792
644
Pasternack Enterprises, Inc. and Fairview Microwave, Inc.
Diversified/Conglomerate Manufacturing
Senior loan
05/2022
9.0
5,331
5,331
Payless ShoeSource, Inc.
Retail Stores
Senior loan
08/2022
11.3
764
660
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
7.1
4,525
4,434
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
7.1
53
52
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
7.3
50
48
Premise Health Holding Corp.
(4)
Healthcare, Education and Childcare
Senior loan
06/2020
6.8
11,682
11,682
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
8.9
10,178
10,178
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
8.6
206
206
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
8.9
149
149
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
8.9
45
45
R.G. Barry Corporation
Personal, Food and Miscellaneous Services
Senior loan
09/2019
7.1
4,834
4,834
Radiology Partners, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
12/2023
9.8
8,854
8,854
Radiology Partners, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
12/2023
9.8
163
163
Reliant Pro ReHab, LLC
(4)
Healthcare, Education and Childcare
Senior loan
12/2018
12.1
3,164
3,164
RSC Acquisition, Inc.
(4)
Insurance
Senior loan
11/2022
6.8
3,844
3,844
91
SLF Investment Portfolio as of June 30, 2018 - (continued)
Portfolio Company
Business Description
Investment
Type
Maturity
Date
Current
Interest
Rate
(1)
Principal ($) /
Shares
(2)
Fair
Value
(3)
(In thousands)
RSC Acquisition, Inc.
(4)
Insurance
Senior loan
11/2021
6.8
%
$
33
$
33
Rubio's Restaurants, Inc.
(4)
Beverage, Food and Tobacco
Senior loan
10/2019
7.6
4,954
4,954
Rug Doctor LLC
Personal and Non Durable Consumer Products (Mfg. Only)
Senior loan
04/2019
7.6
5,195
5,195
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
8.1
4,746
4,271
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
8.1
70
63
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
8.1
70
63
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
8.1
50
44
Saldon Holdings, Inc.
(4)
Diversified/Conglomerate Service
Senior loan
09/2022
6.6
2,435
2,435
SEI, Inc.
(4)
Electronics
Senior loan
07/2023
7.3
13,750
13,750
Self Esteem Brands, LLC
(4)
Leisure, Amusement, Motion Pictures, Entertainment
Senior loan
02/2020
6.8
10,342
10,342
Severin Acquisition, LLC
Diversified/Conglomerate Service
Senior loan
07/2021
7.1
5,251
5,231
Severin Acquisition, LLC
(4)
Diversified/Conglomerate Service
Senior loan
07/2021
7.2
4,795
4,795
Severin Acquisition, LLC
Diversified/Conglomerate Service
Senior loan
07/2021
7.4
663
665
Severin Acquisition, LLC
Diversified/Conglomerate Service
Senior loan
07/2021
7.1
81
80
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
7.1
4,518
4,518
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.8
3,541
3,541
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.8
659
659
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
7.1
493
493
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.9
243
243
Upstream Intermediate, LLC
Healthcare, Education and Childcare
Senior loan
01/2024
6.8
2,838
2,838
W3 Co.
Oil and Gas
Senior loan
03/2022
8.3
1,257
1,252
WHCG Management, LLC
(4)
Healthcare, Education and Childcare
Senior loan
03/2023
7.3
7,920
7,920
WIRB-Copernicus Group, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
08/2022
6.3
5,623
5,623
Total senior loan investments
$
228,891
$
224,759
Payless ShoeSource, Inc.
(7)(8)
Retail Stores
LLC interest
N/A
N/A
35
$
139
W3 Co.
(7)(8)
Oil and Gas
LLC units
N/A
N/A
3
1,138
Total equity investments
$
1,277
Total investments
$
228,891
$
226,036
(1)
Represents the weighted average annual current interest rate as of
June 30, 2018
.
(2)
The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(3)
Represents the fair value in accordance with ASC Topic 820 -
Fair Value Measurement
, or ASC Topic 820. The determination of such fair value is not included in our board of directors’ valuation process described elsewhere herein.
(4)
We also hold a portion of the first lien senior secured loan in this portfolio company.
(5)
The negative fair value is the result of the unfunded commitment being valued below par.
(6)
The entire commitment was unfunded as of
June 30, 2018
. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.
(7)
Equity investment received as a result of the portfolio company's debt restructuring.
(8)
Non-income producing securities.
92
SLF Investment Portfolio as of September 30, 2017
Portfolio Company
Business Description
Investment
Type
Maturity
Date
Current
Interest
Rate
(1)
Principal ($) /
Shares
(2)
Fair
Value
(3)
(In thousands)
1A Smart Start LLC
Home and Office Furnishings, Housewares, and Durable Consumer
Senior loan
02/2022
6.1
%
$
2,094
$
2,105
1A Smart Start LLC
Home and Office Furnishings, Housewares, and Durable Consumer
Senior loan
02/2022
5.8
928
928
Advanced Pain Management Holdings, Inc.
Healthcare, Education and Childcare
Senior loan
02/2018
6.3
6,805
5,784
Advanced Pain Management Holdings, Inc.
Healthcare, Education and Childcare
Senior loan
02/2018
6.3
466
396
Argon Medical Devices, Inc.
Healthcare, Education and Childcare
Senior loan
12/2021
6.0
3,184
3,184
Arise Virtual Solutions, Inc.
(4)
Telecommunications
Senior loan
12/2018
7.3
9,856
9,856
Boot Barn, Inc.
Retail Stores
Senior loan
06/2021
5.8
10,073
10,073
Brandmuscle, Inc.
Printing and Publishing
Senior loan
12/2021
6.1
4,851
4,845
CLP Healthcare Services, Inc.
Healthcare, Education and Childcare
Senior loan
12/2020
6.6
8,590
8,418
CLP Healthcare Services, Inc.
Healthcare, Education and Childcare
Senior loan
12/2020
6.6
4,328
4,242
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
6.8
2,442
2,442
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
6.8
1,227
1,227
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
6.8
59
59
Community Veterinary Partners, LLC
Personal, Food and Miscellaneous Services
Senior loan
10/2021
6.8
41
41
Curo Health Services LLC
(4)
Healthcare, Education and Childcare
Senior loan
02/2022
5.3
5,850
5,867
DISA Holdings Acquisition Subsidiary Corp.
Diversified/Conglomerate Service
Senior loan
12/2020
5.5
4,401
4,401
DISA Holdings Acquisition Subsidiary Corp.
Diversified/Conglomerate Service
Senior loan
12/2020
5.6
428
428
EAG, INC.
Diversified/Conglomerate Service
Senior loan
07/2018
5.5
1,964
1,964
Encore GC Acquisition, LLC
Healthcare, Education and Childcare
Senior loan
01/2020
6.8
4,725
4,725
Flexan, LLC
Chemicals, Plastics and Rubber
Senior loan
02/2020
7.1
6,029
6,029
Flexan, LLC
Chemicals, Plastics and Rubber
Senior loan
02/2020
7.1
1,686
1,686
Flexan, LLC
(4)
Chemicals, Plastics and Rubber
Senior loan
02/2020
8.8
47
47
Gamma Technologies, LLC
(4)
Electronics
Senior loan
06/2021
6.0
10,264
10,264
Harvey Tool Company, LLC
Diversified/Conglomerate Manufacturing
Senior loan
03/2020
6.1
3,064
3,064
III US Holdings, LLC
Diversified/Conglomerate Service
Senior loan
09/2022
7.9
5,044
5,044
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
12/2021
6.3
2,293
2,293
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
12/2021
6.4
102
102
Jensen Hughes, Inc.
Buildings and Real Estate
Senior loan
12/2021
6.4
64
64
Joerns Healthcare, LLC
(4)
Healthcare, Education and Childcare
Senior loan
05/2020
7.8
8,745
8,202
Julio & Sons Company
Beverage, Food and Tobacco
Senior loan
12/2018
6.7
6,762
6,762
Julio & Sons Company
Beverage, Food and Tobacco
Senior loan
12/2018
6.7
2,226
2,226
Julio & Sons Company
Beverage, Food and Tobacco
Senior loan
12/2018
6.7
822
822
Loar Group Inc.
Aerospace and Defense
Senior loan
01/2022
6.0
2,164
2,164
Loar Group Inc.
Aerospace and Defense
Senior loan
01/2022
6.0
1,492
1,492
Paradigm DKD Group, LLC
Buildings and Real Estate
Senior loan
11/2018
6.2
1,977
1,977
Paradigm DKD Group, LLC
Buildings and Real Estate
Senior loan
11/2018
6.2
596
596
Park Place Technologies LLC
(4)
Electronics
Senior loan
06/2022
6.3
5,341
5,287
Pasternack Enterprises, Inc. and Fairview Microwave, Inc.
Diversified/Conglomerate Manufacturing
Senior loan
05/2022
6.2
5,372
5,372
Payless ShoeSource, Inc.
Retail Stores
Senior loan
08/2022
10.3
768
757
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
6.2
4,560
4,469
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
6.7
83
81
Polk Acquisition Corp.
Automobile
Senior loan
06/2022
6.2
53
52
PowerPlan Holdings, Inc.
(4)
Utilities
Senior loan
02/2022
6.5
11,365
11,365
Premise Health Holding Corp.
(4)
Healthcare, Education and Childcare
Senior loan
06/2020
5.8
11,772
11,772
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
7.7
9,738
9,738
93
SLF Investment Portfolio as of September 30, 2017 - (continued)
Portfolio Company
Business Description
Investment
Type
Maturity
Date
Current
Interest
Rate
(1)
Principal ($) /
Shares
(2)
Fair
Value
(3)
(In thousands)
Pyramid Healthcare, Inc.
Healthcare, Education and Childcare
Senior loan
08/2019
7.9
%
$
597
$
597
R.G. Barry Corporation
Personal, Food and Miscellaneous Services
Senior loan
09/2019
6.2
5,217
5,217
Radiology Partners, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
09/2020
7.1
7,793
7,793
Radiology Partners, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
09/2020
7.1
595
595
Radiology Partners, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
09/2020
7.1
505
505
Reliant Pro ReHab, LLC
(4)
Healthcare, Education and Childcare
Senior loan
12/2017
6.3
3,240
3,240
RSC Acquisition, Inc.
(4)
Insurance
Senior loan
11/2022
6.6
3,864
3,864
RSC Acquisition, Inc.
Insurance
Senior loan
11/2020
6.1
15
15
Rubio's Restaurants, Inc.
(4)
Beverage, Food and Tobacco
Senior loan
11/2018
6.1
4,992
4,992
Rug Doctor LLC
Personal and Non Durable Consumer Products (Mfg. Only)
Senior loan
06/2018
6.6
5,792
5,792
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
7.0
4,782
4,686
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
7.8
70
69
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
7.0
50
49
Sage Dental Management, LLC
Healthcare, Education and Childcare
Senior loan
10/2019
8.8
34
33
Saldon Holdings, Inc.
(4)
Diversified/Conglomerate Service
Senior loan
09/2022
5.8
2,521
2,490
Sarnova HC, LLC
Healthcare, Education and Childcare
Senior loan
01/2022
6.0
3,684
3,684
SEI, Inc.
Electronics
Senior loan
07/2021
6.0
13,820
13,820
Self Esteem Brands, LLC
(4)
Leisure, Amusement, Motion Pictures, Entertainment
Senior loan
02/2020
6.0
11,313
11,313
Severin Acquisition, LLC
(4)
Diversified/Conglomerate Service
Senior loan
07/2021
6.1
4,832
4,830
Severin Acquisition, LLC
Diversified/Conglomerate Service
Senior loan
07/2021
6.0
5,290
5,265
Severin Acquisition, LLC
Diversified/Conglomerate Service
Senior loan
07/2021
6.2
668
670
Severin Acquisition, LLC
(5)
Diversified/Conglomerate Service
Senior loan
07/2021
N/A
(6)
—
(1
)
Smashburger Finance LLC
Beverage, Food and Tobacco
Senior loan
05/2018
6.8
867
754
Smashburger Finance LLC
Beverage, Food and Tobacco
Senior loan
05/2018
6.8
68
60
Smashburger Finance LLC
Beverage, Food and Tobacco
Senior loan
05/2018
6.8
68
59
Smashburger Finance LLC
Beverage, Food and Tobacco
Senior loan
05/2018
6.8
68
59
Smashburger Finance LLC
Beverage, Food and Tobacco
Senior loan
05/2018
6.8
68
59
Smashburger Finance LLC
(5)
Beverage, Food and Tobacco
Senior loan
05/2018
N/A
(6)
—
(15
)
Stomatcare DSO, LLC
(7)
Healthcare, Education and Childcare
Senior loan
05/2022
6.2% PIK
625
329
Tate's Bake Shop, Inc.
(4)
Beverage, Food and Tobacco
Senior loan
08/2019
6.3
2,926
2,926
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
5.5
4,553
4,553
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.1
3,567
3,567
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.1
687
687
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.0
514
514
Teasdale Quality Foods, Inc.
Grocery
Senior loan
10/2020
6.1
252
252
Transaction Data Systems, Inc.
Diversified/Conglomerate Service
Senior loan
06/2021
6.6
7,393
7,393
Transaction Data Systems, Inc.
Diversified/Conglomerate Service
Senior loan
06/2020
5.8
22
21
W3 Co.
Oil and Gas
Senior loan
03/2022
7.3
1,266
1,269
WHCG Management, LLC
(4)
Healthcare, Education and Childcare
Senior loan
03/2023
6.1
7,980
7,980
WIRB-Copernicus Group, Inc.
Healthcare, Education and Childcare
Senior loan
08/2022
6.3
5,666
5,666
Young Innovations, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
01/2019
6.3
10,369
10,369
Young Innovations, Inc.
(4)
Healthcare, Education and Childcare
Senior loan
01/2019
6.3
209
209
Total senior loan investments
$
301,583
$
298,941
94
SLF Investment Portfolio as of September 30, 2017 - (continued)
Portfolio Company
Business Description
Investment
Type
Maturity
Date
Current
Interest
Rate
(1)
Principal ($) /
Shares
(2)
Fair
Value
(3)
(In thousands)
Payless ShoeSource, Inc.
(8)(9)
Retail Stores
LLC interest
N/A
N/A
35
$
843
W3 Co.
(8)(9)
Oil and Gas
LLC units
N/A
N/A
3
1,146
Total equity investments
$
1,989
Total investments
$
301,583
$
300,930
(1)
Represents the weighted average annual current interest rate as of
September 30, 2017
. All interest rates are payable in cash.
(2)
The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(3)
Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in our board of directors’ valuation process described elsewhere herein.
(4)
We also hold a portion of the senior secured loan in this portfolio company.
(5)
The negative fair value is the result of the unfunded commitment being valued below par.
(6)
The entire commitment was unfunded as of
September 30, 2017
. As such, no interest is being earned on this investment.
(7)
Loan was on non-accrual status as of
September 30, 2017
, meaning that SLF has ceased recognizing interest income on the loan.
(8)
Equity investment received as a result of the portfolio company's debt restructuring.
(9)
Non-income producing.
As of
June 30, 2018
, we have committed to fund
$175.0 million
of LLC equity interests to SLF. As of
June 30, 2018
and
September 30, 2017
,
$95.5 million
and
$97.5 million
, respectively, of our LLC equity interest commitment to SLF had been called and contributed, net of return of capital distributions subject to recall. For the three and nine months ended June 30, 2018, we received
$2.1 million
and
$5.9 million
, respectively, in dividend income from the SLF LLC equity interests. For the three and nine months ended June 30, 2017, we received
$0.9 million
and
$4.1 million
, respectively, in dividend income from the SLF LLC equity interests.
The subordinated notes issued by SLF and previously held by us were redeemed on December 30, 2016, and therefore no interest income was earned for
the three and nine months ended June 30, 2018
. For
the nine months ended June 30, 2018
, we earned interest income of $1.6 million on the subordinated notes.
For
the three and nine months ended June 30, 2018
, we earned an annualized total return on our weighted average capital invested in SLF of 6.2% and 7.6%, respectively. For
the three and nine months ended June 30, 2017
, we earned an annualized total return on our weighted average capital invested in SLF of 3.4% and 7.0%, respectively. The annualized total return on weighted average capital invested is calculated by dividing total income earned on our investments in SLF by the combined daily average of our investments in (1) the principal of the SLF subordinated notes, if any, and (2) the NAV of the SLF LLC equity interests.
95
Below is certain summarized financial information for SLF as of
June 30, 2018
and
September 30, 2017
, and for
the three and nine months ended June 30, 2018 and 2017
:
June 30, 2018
September 30, 2017
(In thousands)
Selected Balance Sheet Information, at fair value
Investments, at fair value
$
226,036
$
300,930
Cash and other assets
3,749
5,305
Total assets
$
229,785
$
306,235
Senior credit facility
$
123,500
$
197,700
Unamortized debt issuance costs
(84
)
(712
)
Other liabilities
565
658
Total liabilities
123,981
197,646
Members’ equity
105,804
108,589
Total liabilities and members' equity
$
229,785
$
306,235
Three months ended June 30,
Nine months ended June 30,
2018
2017
2018
2017
(In thousands)
(In thousands)
Selected Statement of Operations Information:
Interest income
$
4,692
$
5,645
$
14,444
$
16,311
Fee income
—
5
25
5
Total investment income
4,692
5,650
14,469
16,316
Interest and other debt financing expenses
1,662
2,129
5,506
8,148
Administrative service fee
119
123
340
354
Other expenses
30
34
87
98
Total expenses
1,811
2,286
5,933
8,600
Net investment income
2,881
3,364
8,536
7,716
Net realized gains (losses) on investments
—
29
—
3
Net change in unrealized appreciation (depreciation)
on investments
(1,196
)
(2,262
)
(2,414
)
(2,891
)
Net increase (decrease) in members' equity
$
1,685
$
1,131
$
6,122
$
4,828
Prior to their termination, SLF elected to fair value the subordinated notes issued to us and RGA under ASC Topic 825 —
Financial Instruments
, or ASC Topic 825. The subordinated notes were valued by calculating the net present value of the future expected cash flow streams using an appropriate risk-adjusted discount rate model. For the nine months ended June 30, 2017, SLF did not recognize unrealized appreciation or depreciation on the subordinated notes, which were redeemed by SLF on December 30, 2016.
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Contractual Obligations and Off-Balance Sheet Arrangements
A summary of our significant contractual payment obligations as of
June 30, 2018
is as follows:
Payments Due by Period (In millions)
Total
Less Than
1 Year
1 – 3 Years
3 – 5 Years
More Than
5 Years
2010 Debt Securitization
$
205.0
$
—
$
—
$
—
$
205.0
2014 Debt Securitization
246.0
—
—
—
246.0
SBA debentures
277.5
—
—
115.0
162.5
Credit Facility
147.5
—
—
147.5
—
Adviser Revolver
—
—
—
—
—
Other short-term borrowings
9.4
9.4
—
—
—
Unfunded commitments
(1)
58.8
58.8
—
—
—
Total contractual obligations
$
934.8
$
58.8
$
—
$
262.5
$
613.5
(1)
Unfunded commitments represent unfunded commitments to fund investments, excluding our investments in SLF, as of
June 30, 2018
. 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 one year category as this entire amount was eligible for funding to the borrowers as of
June 30, 2018
, subject to the terms of each loan’s respective credit agreement.
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
June 30, 2018
and
September 30, 2017
, we had outstanding commitments to fund investments, excluding our investments in SLF, totaling $58.8 million and $60.5 million, respectively. We have commitments of up to
$79.5 million
and
$77.5 million
to SLF as of
June 30, 2018
and
September 30, 2017
, respectively, that may be contributed primarily for the purpose of funding new investments approved by the SLF investment committee.
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. Under the Investment Advisory Agreement, GC Advisors provides us with investment advisory and management services.
Under the Administration Agreement, the Administrator furnishes us with office facilities and equipment, provides us with clerical, bookkeeping and record keeping services at such facilities and provides us with other administrative services necessary to conduct our day-to-day operations. The Administrator also provides on our behalf managerial assistance to those portfolio companies to which we are required to offer 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
We intend to make quarterly distributions to our stockholders as determined by our board of directors. For additional details on distributions, see “Income taxes” in
Note 2
to our consolidated financial statements.
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 U.S. federal income tax consequences, including the possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions.
Because federal income tax regulations differ from 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. For example, permanent differences in classification may result from the treatment of distributions paid from short-term gains as
97
ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
To the extent our taxable earnings fall below the total amount of our distributions for any tax 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 distribution 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, 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:
•
We entered into the 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.
•
Golub Capital LLC provides, and other affiliates of Golub Capital have historically provided, 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 LLC, pursuant to which Golub Capital LLC has granted us a non-exclusive, royalty-free license to use the name “Golub Capital.”
•
Under the Staffing Agreement, Golub Capital LLC 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 LLC will make available to GC Advisors experienced investment professionals and provide access to the senior investment personnel of Golub Capital LLC 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. We are not a party to the Staffing Agreement.
•
GC Advisors serves as collateral manager to the the 2014 Issuer and, prior to the redemption of the 2010 Notes on July 20, 2018, served as the collateral manager to the 2010 Issuer under the 2014 Collateral Management Agreement and 2010 Collateral Management Agreement, respectively. Fees payable to GC Advisors for providing these services offset against the base management fee payable by us under the Investment Advisory Agreement.
•
We have entered into the Adviser Revolver with GC Advisors in order to have the ability to borrow funds on a short-term basis.
•
During the first six months of calendar year 2018, the Golub Capital Employee Grant Program Rabbi Trust, or the Trust, purchased approximately $7.2 million of shares, or 396,099 shares, of our common stock for the purpose of awarding incentive compensation to employees of Golub Capital. During calendar year 2017, the Trust purchased approximately $17.7 million of shares, or 955,896 shares, of our common stock, for the purpose of awarding incentive compensation to employees of Golub Capital.
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. For example, GC Advisors presently serves as the investment adviser to Golub Capital Investment Corporation and Golub Capital BDC 3, Inc., each an unlisted business development company that primarily focuses on investing in one stop and other senior secured loans. In addition, our officers and directors serve in similar capacities for and Golub Capital Investment Corporation and Golub Capital BDC 3, Inc. GC Advisors and its affiliates may determine that an investment is appropriate for
98
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 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.
Fair Value Measurements
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.
Valuation methods may include comparisons of the portfolio companies to peer companies that are public, determination of the enterprise value of a portfolio company, discounted cash flow analysis and a market interest rate approach. 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. 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 of directors is ultimately and solely responsible for determining, in good faith, the fair value of 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 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.
Determination of fair values involves subjective judgments and estimates. Under current accounting standards, the notes to our consolidated 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 ASC Topic 820 for measuring fair value. 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 assets or liabilities or market and the assets’
99
or liabilities’ complexity. Our fair value analysis includes an analysis of the value of any unfunded loan commitments. Assets and liabilities 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 asset or liability as of the measurement date. The three levels are defined as follows:
Level 1:
Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2:
Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.
Level 3:
Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. 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 asset’s or a liability’s categorization 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 asset or liability. We assess the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities during
the three and nine months ended June 30, 2018 and 2017
. The following section describes the valuation techniques used by us to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.
Valuation of Investments
Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments are valued at fair value as determined in good faith by our board of directors, based on input of management, the audit committee and independent valuation firms that have been engaged at the direction of our board of directors 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 the number of portfolio companies) of our valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. As of
June 30, 2018
and
September 30, 2017
, with the exception of money market funds included in cash and cash equivalents and restricted cash and cash equivalents (Level 1 investments) and investments measured at fair value using the NAV, all investments were valued using Level 3 inputs of the fair value hierarchy.
When determining fair value of Level 3 debt and equity investments, we may take into account the following factors, where relevant: 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 and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and 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. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA. A portfolio company’s EBITDA may include pro-forma adjustments for items such as acquisitions, divestitures, or expense reductions. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, we will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, we use a market interest rate yield analysis to determine fair value.
In addition, for certain debt investments, we may base our 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. We generally use the midpoint of the bid/ask range as our best estimate of fair value of such investment.
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 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 we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize significantly less than the value at which such investment had previously been recorded.
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Our investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.
Valuation of Other Financial Assets and Liabilities
Fair value of our debt is estimated using Level 3 inputs by discounting remaining payments using comparable market rates or market quotes for similar instruments at the measurement date, if available.
Revenue Recognition:
Our revenue recognition policies are as follows:
Investments and Related Investment Income:
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 interest is not likely to be collectible. In addition, we may generate revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans and record these fees as fee income when received. 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 fee income. Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Distributions received from LLC and limited partnership, or LP, investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, we will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
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 from the prior period that is measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments in our Consolidated Statements 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 be collected for possible placement on non-accrual status. We generally reverse accrued interest when a loan is placed on non-accrual. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. 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 was
$13.3 million
as of
June 30, 2018
and
$3.0 million
as of
September 30, 2017
.
Partial loan sales:
We follow the guidance in ASC Topic 860, when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest”, as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales that do not meet the definition of a participating interest remain on our statements of assets and liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value.
Income taxes:
See “Consolidated Results of Operations - Expenses - Excise Tax Expense.”
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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 may also have floating interest rates. These loans are usually based on a floating LIBOR and typically have interest rate reset provisions that adjust applicable interest rates under such loans to current market rates on a quarterly basis. The loans that are subject to the floating LIBOR are also subject to a minimum base rate, or floor, that we charge on our loans if the current market rates are below the respective floors. As of
June 30, 2018
and
September 30, 2017
, the weighted average LIBOR floor on the loans subject to floating interest rates was 1.02% and 1.03%, respectively. Prior to their redemption on October 20, 2016, the Class A 2010 Notes issued as part of the 2010 Debt Securitization had floating interest rate provisions based on three-month LIBOR that reset quarterly as did the Class A-Refi 2010 Notes issued in connection with the refinancing of the 2010 Debt Securitization prior to their redemption on July 20, 2018. Prior to their redemption on March 23, 2018 the Class A-1, A-2 and B 2014 Notes issued as part of the 2014 Debt Securitization had floating interest rate provisions based on three-month LIBOR that reset quarterly as do the Class A-1-R, A-2 and B-R 2014 Notes issued in connection with the refinancing of the 2014 Debt Securitization. In addition, the Credit Facility has a floating interest rate provision based on one-month LIBOR that resets daily. We expect that other credit facilities into which we enter in the future may have floating interest rate provisions.
Assuming that the interim and unaudited Consolidated Statement of Financial Condition as of
June 30, 2018
were to remain constant and that we took no actions to alter interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates.
Change in interest rates
Increase (decrease) in
interest income
Increase (decrease) in
interest expense
Net increase
(decrease) in
investment income
(In thousands)
Down 25 basis points
$
(3,947
)
$
(1,496
)
$
(2,451
)
Up 50 basis points
7,896
2,992
4,904
Up 100 basis points
15,792
5,985
9,807
Up 150 basis points
23,687
8,977
14,710
Up 200 basis points
31,582
11,969
19,613
Although we believe that this analysis is indicative of our sensitivity to interest rate changes as of
June 30, 2018
, 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 under the Debt Securitizations and the Credit Facility, or other 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 analysis above.
We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as interest rate swaps, futures, options and forward contracts to the limited extent permitted under the 1940 Act and applicable commodities laws. 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.
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Item 4: Controls and Procedures.
As of
June 30, 2018
(the end of the period covered by this report), management, with the participation of 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) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that, at the end of such period, our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. 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.
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Part II - Other Information
Item 1: Legal Proceedings.
We, GC Advisors and Golub Capital LLC may, from time to time, be involved in legal and regulatory proceedings arising out of our respective operations in the normal course of business or otherwise. While there can be no assurance of the ultimate disposition of any such proceedings, each of us, GC Advisors and Golub Capital LLC do not believe it is currently subject to any material legal proceedings.
Item 1A: Risk Factors.
There have been no material changes during the three months ended
June 30, 2018
to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended
September 30, 2017
and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3: Defaults Upon Senior Securities.
None.
Item 4: Mine Safety Disclosures.
None.
Item 5: Other Information.
None.
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Item 6: Exhibits.
EXHIBIT INDEX
Number
Description
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
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
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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: August 8, 2018
By
/s/ David B. Golub
David B. Golub
Chief Executive Officer
(Principal Executive Officer)
Dated: August 8, 2018
By
/s/ Ross A. Teune
Ross A. Teune
Chief Financial Officer
(Principal Accounting and Financial Officer)
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