UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 814-00998

Goldman Sachs BDC, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	46-2176593
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
200 West Street, New York, New York	10282
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 902-0300

Not Applicable

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GSBD	The New York Stock Exchange

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 ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐

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 the 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:	X	Accelerated filer:	☐	Non-accelerated filer:	☐	Smaller reporting company:	☐
Emerging growth company:	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

As of August 4, 2022, there were 102,161,466 shares of the registrant’s common stock outstanding.

	GOLDMAN SACHS BDC, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022
	INDEX	PAGE
	Cautionary Statement Regarding Forward-Looking Statements	3
PART I	FINANCIAL INFORMATION	4
ITEM 1.	Financial Statements (Unaudited)	4
	Consolidated Statements of Assets and Liabilities	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Changes in Net Assets	6
	Consolidated Statements of Cash Flows	7
	Consolidated Schedules of Investments	8
	Notes to the Consolidated Financial Statements	25
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	61
ITEM 4.	Controls and Procedures	61
PART II	OTHER INFORMATION	61
ITEM 1.	Legal Proceedings	61
ITEM 1A.	Risk Factors	61
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
ITEM 3.	Defaults Upon Senior Securities	66
ITEM 4.	Mine Safety Disclosures	66
ITEM 5.	Other Information	66
ITEM 6.	Exhibits	66
SIGNATURES		67

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. We believe that it is important to communicate our future expectations to our investors. Our forward-looking statements include information in this report regarding general domestic and global economic conditions, our future financing plans, our ability to operate as a business development company (“BDC”) and the expected performance of, and the yield on, our portfolio companies. There may be events in the future, however, that we are not able to predict accurately or control. The factors listed under “Risk Factors” in this report and in our annual report on Form 10-K for the year ended December 31, 2021, and our quarterly report on Form 10-Q for the quarter ended March 31, 2022, as well as any cautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in these risk factors and elsewhere in this report could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement made by us in this report speaks only as of the date of this report. Factors or events that could cause our actual results to differ from our forward-looking statements may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 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 U.S. Securities and Exchange Commission (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. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this quarterly report because we are an investment company.

The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

•our future operating results;

•the impact of the novel coronavirus (“COVID-19”) pandemic or any future pandemic or epidemic on our business and our portfolio companies, including our and their ability to access capital and liquidity;

•changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of the COVID-19 pandemic or any future pandemic or epidemic;

•uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, and the war between Russia and Ukraine;

•our business prospects and the prospects of our portfolio companies;

•the impact of investments that we expect to make;

•the impact of increased competition;

•our contractual arrangements and relationships with third parties;

•the dependence of our future success on the general economy and its impact on the industries in which we invest;

•the ability of our current and prospective portfolio companies to achieve their objectives;

•the relative and absolute performance of Goldman Sachs Asset Management, L.P., the investment adviser (the “Investment Adviser”) of the Company;

•the use of borrowed money to finance a portion of our investments;

•our ability to make distributions;

•the adequacy of our cash resources and working capital;

•changes in interest rates, including the decommissioning of London InterBank Offered Rate (“LIBOR”);

•the timing of cash flows, if any, from the operations of our portfolio companies;

•the impact of future acquisitions and divestitures;

•the effect of changes in tax laws and regulations and interpretations thereof;

•our ability to maintain our status as a BDC and a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”);

•actual and potential conflicts of interest with the Investment Adviser and its affiliates;

•general price and volume fluctuations in the stock market;

•the ability of the Investment Adviser to attract and retain highly talented professionals;

•the impact on our business from new or amended legislation or regulations;

•the availability of credit and/or our ability to access the equity and capital markets;

•currency fluctuations, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•the ability to realize the anticipated benefits of the Merger (as defined below).

•the impact of inflation on our portfolio companies;

•the effect of global climate change on our portfolio companies;

•the impact of interruptions in the supply chain on our portfolio companies; and

•the increased public scrutiny of and regulation related to corporate social responsibility.

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Goldman Sachs BDC, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share amounts)

	June 30, 2022 (Unaudited)			December 31, 2021
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $3,567,341 and $3,416,195)	$	3,539,436		$	3,427,249
Non-controlled affiliated investments (cost of $58,163 and $58,221)		34,705			32,819
Controlled affiliated investments (cost of $33,795 and $33,374)		17,735			18,375
Total investments, at fair value (cost of $3,659,299 and $3,507,790)	$	3,591,876		$	3,478,443
Cash		44,774			33,764
Receivable for investments sold		352			89
Unrealized appreciation on foreign currency forward contracts		146			100
Interest and dividends receivable		21,852			23,278
Deferred financing costs		14,254			12,631
Other assets		5,121			2,686
Total assets	$	3,678,375		$	3,550,991
Liabilities
Debt (net of debt issuance costs of $10,401 and $12,296)	$	2,019,783		$	1,861,426
Interest and other debt expenses payable		13,492			14,936
Management fees payable		8,612			8,370
Incentive fees payable		—			760
Distribution payable		45,934			45,818
Accrued offering costs		314			—
Accrued expenses and other liabilities		4,568			5,281
Total liabilities	$	2,092,703		$	1,936,591
Commitments and contingencies (Note 8)
Net assets
Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding)	$	—		$	—
Common stock, par value $0.001 per share (200,000,000 shares authorized, 102,074,725 and 101,818,811 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)		102			102
Paid-in capital in excess of par		1,674,961			1,670,742
Distributable earnings		(87,970	)		(55,023	)
Allocated income tax expense		(1,421	)		(1,421	)
Total net assets	$	1,585,672		$	1,614,400
Total liabilities and net assets	$	3,678,375		$	3,550,991
Net asset value per share	$	15.53		$	15.86

The accompanying notes are part of these unaudited consolidated financial statements.

4

Goldman Sachs BDC, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	71,680		$	78,362		$	143,279		$	156,527
Payment-in-kind		4,366			4,275			9,112			6,411
Other income		949			621			2,166			1,616
From non-controlled affiliated investments:
Dividend income		56			61			125			826
Interest income		190			87			349			163
Payment-in-kind		212			154			452			303
From controlled affiliated investments:
Payment-in-kind		—			334			259			643
Interest income		—			23			16			46
Total investment income	$	77,453		$	83,917		$	155,758		$	166,535
Expenses:
Interest and other debt expenses	$	16,177		$	14,538		$	31,844		$	29,504
Incentive fees		3,833			11,170			12,023			23,225
Management fees		8,959			8,079			17,776			16,279
Professional fees		867			808			1,745			1,533
Directors’ fees		204			232			407			464
Other general and administrative expenses		1,148			800			2,260			1,898
Total expenses	$	31,188		$	35,627		$	66,055		$	72,903
Fee waivers	$	(4,179	)	$	(10,196	)	$	(11,724	)	$	(22,751	)
Net expenses	$	27,009		$	25,431		$	54,331		$	50,152
Net investment income before taxes	$	50,444		$	58,486		$	101,427		$	116,383
Income tax expense, including excise tax	$	832		$	310		$	1,665		$	624
Net investment income after taxes	$	49,612		$	58,176		$	99,762		$	115,759
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	(4,431	)	$	(1,274	)	$	(5,054	)	$	6,234
Controlled affiliated investments		—			—			(2,035	)		—
Foreign currency forward contracts		51			(57	)		81			(171	)
Foreign currency and other transactions		(69	)		(24	)		(848	)		44
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		(27,585	)		4,844			(38,959	)		878
Non-controlled affiliated investments		(559	)		(4,783	)		1,944			(8,022	)
Controlled affiliated investments		(1,777	)		(798	)		(1,061	)		(2,175	)
Foreign currency forward contracts		22			27			46			274
Foreign currency translations and other transactions		3,299			(1,030	)		5,077			2,842
Net realized and unrealized gains (losses)	$	(31,049	)	$	(3,095	)	$	(40,809	)	$	(96	)
(Provision) benefit for taxes on realized gain/loss on investments	$	—		$	(53	)	$	—		$	(53	)
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		114			(56	)		(118	)		(170	)
Net increase in net assets from operations	$	18,677		$	54,972		$	58,835		$	115,440
Weighted average shares outstanding		101,970,098			101,649,214			101,918,422			101,617,022
Net investment income per share (basic and diluted)	$	0.49		$	0.57		$	0.98		$	1.14
Earnings per share (basic and diluted)	$	0.18		$	0.54		$	0.58		$	1.14

The accompanying notes are part of these unaudited consolidated financial statements.

5

Goldman Sachs BDC, Inc.

Consolidated Statements of Changes in Net Assets

(in thousands, except share and per share amounts)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Net assets at beginning of period	$	1,609,951		$	1,625,945		$	1,614,400		$	1,615,141
Increase (decrease) in net assets from operations:
Net investment income	$	49,612		$	58,176		$	99,762		$	115,759
Net realized gain (loss)		(4,449	)		(1,355	)		(7,856	)		6,107
Net change in unrealized appreciation (depreciation)		(26,600	)		(1,740	)		(32,953	)		(6,203	)
(Provision) benefit for taxes on realized gain/loss on investments		—			(53	)		—			(53	)
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		114			(56	)		(118	)		(170	)
Net increase in net assets from operations	$	18,677		$	54,972		$	58,835		$	115,440
Distributions to stockholders from:
Distributable earnings	$	(45,934	)	$	(50,838	)	$	(91,782	)	$	(101,637	)
Total distributions to stockholders	$	(45,934	)	$	(50,838	)	$	(91,782	)	$	(101,637	)
Capital transactions:
Issuance of common stock (net of offering and underwriting costs)	$	1,793		$	—		$	1,793		$	—
Reinvestment of stockholder distributions		1,185			1,446			2,426			2,581
Net increase in net assets from capital transactions	$	2,978		$	1,446		$	4,219		$	2,581
Total increase (decrease) in net assets	$	(24,279	)	$	5,580		$	(28,728	)	$	16,384
Net assets at end of period	$	1,585,672		$	1,631,525		$	1,585,672		$	1,631,525
Distributions per share	$	0.45		$	0.50		$	0.90		$	1.00

The accompanying notes are part of these unaudited consolidated financial statements.

6

Goldman Sachs BDC, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share and per share amounts)

(Unaudited)

	For the Six Months Ended
	June 30, 2022			June 30, 2021
Cash flows from operating activities:
Net increase in net assets from operations:	$	58,835		$	115,440
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:
Purchases of investments		(384,813	)		(417,844	)
Payment-in-kind interest capitalized		(9,931	)		(7,409	)
Proceeds from sales of investments and principal repayments		254,976			545,381
Net realized (gain) loss		7,106			(6,234	)
Net change in unrealized (appreciation) depreciation on investments		38,076			9,319
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts and transactions		(82	)		(183	)
Amortization of premium and accretion of discount, net		(18,847	)		(36,911	)
Amortization of deferred financing and debt issuance costs		3,150			3,639
Amortization of original issue discount on convertible notes		118			231
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(263	)		2,561
(Increase) decrease in interest and dividends receivable		1,426			(42	)
(Increase) decrease in other assets		(2,435	)		(59	)
Increase (decrease) in interest and other debt expenses payable		(1,557	)		6,302
Increase (decrease) in management fees payable		242			2,134
Increase (decrease) in incentive fees payable		(760	)		(1,691	)
Increase (decrease) in investments purchased payable		—			19,115
Increase (decrease) in directors’ fees payable		—			232
Increase (decrease) in accrued expenses and other liabilities		(713	)		(816	)
Net cash provided by (used for) operating activities	$	(55,472	)	$	233,165
Cash flows from financing activities:
Proceeds from issuance of common stock (net of underwriting costs)	$	2,233		$	—
Offering costs paid		(127	)		—
Distributions paid		(89,240	)		(98,992	)
Deferred financing and debt issuance costs paid		(2,883	)		(484	)
Borrowings on debt		542,463			310,688
Repayments of debt		(386,000	)		(356,500	)
Net cash provided by (used for) financing activities	$	66,446		$	(145,288	)
Net increase (decrease) in cash	$	10,974		$	87,877
Effect of foreign exchange rate changes on cash and cash equivalents		36			(91	)
Cash, beginning of period		33,764			32,137
Cash, end of period	$	44,774		$	119,923
Supplemental and non-cash activities
Interest expense paid	$	28,383		$	16,540
Accrued but unpaid excise tax expense	$	643		$	718
Accrued but unpaid offering costs	$	314		$	—
Accrued but unpaid distributions	$	45,934		$	45,754
Reinvestment of stockholder distributions	$	2,426		$	2,581
Exchange of investments	$	18,660		$	3,499

The accompanying notes are part of these unaudited consolidated financial statements.

7

Goldman Sachs BDC, Inc.

Consolidated Schedule of Investments as of June 30, 2022

(in thousands, except share and per share amounts)

(Unaudited)

Investment *#	Industry	Interest Rate (+)	Reference Rate and Spread (+)	Floor (+)	Maturity		Par (++)		Cost			Fair Value			Footnotes
1st Lien/Senior Secured Debt - 199.00%
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	8.00%	L + 5.75%	1.00%	11/06/26	$		9,289	$	9,182		$	9,172		(1) (2) (3)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	9.50%	P + 4.75%		11/06/26			1,151		554			553		(1) (2) (3) (4)
1272775 B.C. LTD. (dba Everest Clinical Research)	Professional Services	9.50%	P + 4.75%		11/06/26	CAD		139		109			106		(1) (2) (3)
3SI Security Systems, Inc.	Commercial Services & Supplies	8.06%	L + 6.00%	1.00%	06/16/23			13,589		13,440			13,487		(3)
3SI Security Systems, Inc.	Commercial Services & Supplies	8.06%	L + 6.00%	1.00%	06/16/23			2,069		1,997			2,053		(3)
A Place For Mom, Inc.	Diversified Consumer Services	6.17%	L + 4.50%	1.00%	02/10/26			7,368		7,347			7,165
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	7.25%	L + 6.25%	1.00%	03/10/27			16,305		15,972			16,346		(2) (3)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software	7.25%	L + 6.25%	1.00%	03/10/27			3,046		1,676			1,713		(2) (3) (4)
Abacus Data Holdings, Inc. (dba Clutch Intermediate Holdings)	Software		L + 6.25%	1.00%	03/10/27			1,220		(24	)		3		(2) (3) (4)
Acquia, Inc.	Software	8.12%	L + 7.00%	1.00%	10/31/25			42,164		40,744			41,216		(2) (3)
Acquia, Inc.	Software	9.07%	L + 7.00%	1.00%	10/31/25			3,268		332			319		(2) (3) (4)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services	7.63%	S + 6.00%	0.75%	05/08/28			26,460		25,941			25,931		(2)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 6.00%	0.75%	05/08/28			2,530		(49	)		(51	)	(2) (4)
Admiral Buyer, Inc. (dba Fidelity Payment Services)	Diversified Financial Services		S + 6.00%	0.75%	05/08/28			7,120		(69	)		(71	)	(2) (4)
Ansira Partners, Inc.	Professional Services	8.17%	L + 6.50% PIK	1.00%	12/20/24			5,325		5,311			3,115
Ansira Partners, Inc.	Professional Services	8.17%	L + 6.50% PIK	1.00%	12/20/24			327		326			191
Apptio, Inc.	IT Services	7.25%	L + 6.00%	1.00%	01/10/25			79,154		76,930			79,154		(2) (3)
Apptio, Inc.	IT Services	7.25%	L + 6.00%	1.00%	01/10/25			5,385		2,105			2,154		(2) (3) (4)
AQ Helios Buyer, Inc. (dba SurePoint)	Software	9.18%	S + 7.00%	1.00%	07/01/26			39,210		38,538			38,524