GOLUB CAPITAL BDC, INC. Management’s Report on Financial Condition and Results of Operations (Form 10-Q)

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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, including
our and their ability to achieve our respective objectives as a result of the
coronavirus, or COVID-19, pandemic;
•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, or 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 and the
effect of the COVID-19 pandemic on the availability of equity and debt capital
and our use of borrowed funds 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, including the
COVID-19 pandemic;
•changes in political, economic or industry conditions, the interest rate
environment or conditions affecting the financial and capital markets that could
result in changes to the value of our assets, including changes from the impact
of the COVID-19 pandemic;
•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;
•the ability of GC Advisors to continue to effectively manage our business due
to the disruptions caused by the COVID-19 pandemic;
•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, or Dodd-Frank, 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
as "Risk Factors" in our annual report on Form 10-K for the year ended September
30, 2021.

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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 make directly to you or
through reports that we have filed or in the future 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.

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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”.


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 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 $45.0 billion in capital under management as
of December 31, 2021, (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 overseen by our Board of Directors, the majority of whose members are independent of us, GC Advisors and its affiliates.


Under an investment advisory agreement, or the Investment Advisory Agreement, 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. The Investment Advisory Agreement was approved by our
board of directors in May 2021. Under an administration agreement, or the
Administration Agreement, we are provided with certain administrative services
by 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 $10.0 million to $75.0
million of capital, on average, in the securities of U.S. middle-market
companies. We also selectively invest more than $75.0 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 are often 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.

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As of December 31, 2021 and September 30, 2021, our portfolio at fair value was
comprised of the following:
                                                          As of December 31, 2021                              As of September 30, 2021
                                               Investments at             Percentage of             Investments at             Percentage of
                                                  Fair Value                  Total                    Fair Value                  Total
Investment Type                                (In thousands)              Investments              (In thousands)              Investments
Senior secured                                 $    620,168                           12.0  %       $    784,805                           16.0  %
One stop                                          4,235,533                           82.3             3,882,314                           79.3  %
Second lien                                          43,339                            0.9                41,857                            0.9  %
Subordinated debt                                       973                            0.0  *                172                            0.0  *

Equity                                              246,753                            4.8               185,738                            3.8  %
Total                                          $  5,146,766                          100.0  %       $  4,894,886                          100.0  %




*   Represents an amount less than 0.1%.


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 or recurring revenue
loans. Other targeted characteristics of late stage lending businesses include
strong customer revenue retention rates, a diversified customer base and backing
from growth 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
adjust our characterization of the earnings of such borrowers for a reduction or
elimination of such discretionary expenses, if appropriate. As of December 31,
2021 and September 30, 2021, one stop loans included $657.0 million and $527.8
million, respectively, of late stage lending loans at fair value.

From December 31, 2021 and September 30, 2021we had debt and equity investments in 301 and 296 portfolio companies, respectively.


The following table shows the weighted average income yield and weighted average
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 months ended December 31, 2021, September 30, 2021 and
December 31, 2020:
                                                                           

For the three months ended

                                                        December 31, 2021                September 30, 2021                        December 31, 2020
Weighted average income yield (1)*                            7.1%                              7.2%                                     7.4%
Weighted average investment income yield (2)*                 7.7%                              7.7%                                     7.9%
Total return based on average net asset value (3)*            9.7%                             11.1%                                     15.5%
Total return based on market value (4)                       (0.4)%                             4.5%                                     9.0%



•Annualized for periods less than one year.


(1)Represents income from interest and fees, excluding amortization of
capitalized fees, discounts and purchase premium (as described in Note 2 of the
consolidated financial statements), divided by the average fair value of earning
portfolio company investments, and does not represent a return to any investor
in us.
(2)Represents income from interest, fees and amortization of capitalized fees
and discounts, excluding amortization of purchase premium (as described in Note
2 of the consolidated financial statements), divided by the average fair value
of earning portfolio investments, and does not represent a return to any
investor in us.
(3)Total return based on average net asset value is calculated as (a) the net
increase/(decrease) in net assets resulting from operations divided by (b) the
daily average of total net assets. Total return does not include sales load.
(4)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
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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 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
investment transactions in the Consolidated Statements of Operations.

Expenses: Our major 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 costs and disbursements 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 include, among other
items, due diligence reports, appraisal reports, any studies 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 of 2002, as
amended, or 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.

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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 CLO III LLC, or the
2018 Issuer, under a collateral management agreement, or the 2018 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 2018 Issuer at
the beginning of the collection period relating to each payment date, which is
payable in arrears on each payment date. Under the 2018 Collateral Management
Agreement, the term "collection period" refers to the period commencing on the
third business day prior to the preceding payment date and ending on (but
excluding) the third business day prior to such payment date.

GC Advisors, as collateral manager for Golub Capital Investment Corporation CLO
II LLC, or the GCIC 2018 Issuer, under a collateral management agreement, or the
GCIC 2018 Collateral Management Agreement, is entitled to receive an annual fee
in an amount equal to 0.35% of the principal balance of the portfolio loans held
by the GCIC 2018 Issuer at the beginning of the collection period relating to
each payment date, which is payable in arrears on each payment date. Under the
2018 GCIC Collateral Management Agreement, the term "collection period"
generally refers to a quarterly period commencing on the day after the end of
the prior collection period to the tenth business day prior to the payment date.

Prior to the redemption of the 2020 Notes and the termination of the documents
governing the 2020 Debt Securitization (as defined in Note 7 of our consolidated
financial statements) on August 26, 2021, GC Advisors served as collateral
manager for Golub Capital BDC CLO 4 LLC, or the 2020 Issuer, under a collateral
management agreement, or the 2020 Collateral Management Agreement, and 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 2020 Issuer at the beginning of the
collection period relating to each payment date, which is payable in arrears on
each payment date. Under the 2020 Collateral Management Agreement, the term
"collection period" generally referred to a quarterly period commencing on the
day after the end of the prior collection period to the tenth business day prior
to the payment date.

Collateral management fees were paid directly by the 2020 Issuer and are paid
directly by the 2018 Issuer and GCIC 2018 Issuer to GC Advisors and are offset
against the management fees payable under the Investment Advisory Agreement. The
2018 Issuer paid Morgan Stanley & Co. LLC structuring and placement fees for its
services in connection with the structuring of the 2018 Debt Securitization (as
defined in Note 7 of our consolidated financial statements). Before we acquired
the GCIC 2018 Issuer as part of our acquisition of GCIC (as defined in the "GCIC
Acquisition" section below), the GCIC 2018 Issuer paid Wells Fargo Securities,
LLC structuring and placement fees for its services in connection with the
initial structuring of the GCIC 2018 Debt Securitization (as defined in Note 7
of our consolidated financial statements). The 2020 Issuer paid Wells Fargo
Securities, LLC structuring and placement fees for its services in connection
with the structuring of the 2020 Debt Securitization (as defined in Note 7 of
our consolidated financial statements). Term debt securitizations are also known
as collateralized loan obligations, or CLOs, and are a form of secured financing
incurred by us, which are consolidated by us and subject to our overall asset
coverage requirement. The 2018 Issuer and GCIC 2018 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 2018 Debt Securitization
and GCIC 2018 Debt Securitization and collectively the Debt Securitizations, 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.

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GCIC Acquisition

On September 16, 2019, we completed our acquisition of Golub Capital Investment
Corporation, or GCIC, pursuant to that certain Agreement and Plan of Merger, as
amended, or the Merger Agreement, dated November 27, 2018, by and among us,
GCIC, Fifth Ave Subsidiary Inc., our wholly owned subsidiary, or Merger Sub, GC
Advisors, and, for certain limited purposes, the Administrator. Pursuant to the
Merger Agreement, Merger Sub was first merged with and into GCIC, or the Initial
Merger, with GCIC as the surviving company and immediately following the Initial
Merger, GCIC was then merged with and into us, the Initial Merger and subsequent
merger referred to as the Merger, with us as the surviving company.

In accordance with the terms of the Merger Agreement, at the effective time of
the Merger, each outstanding share of GCIC's common stock was converted into the
right to receive 0.865 shares of our common stock (with GCIC's stockholders
receiving cash in lieu of fractional shares of our common stock). As a result of
the Merger, we issued an aggregate of 71,779,964 shares of our common stock to
former stockholders of GCIC.
COVID-19 Pandemic
The rapid spread of COVID-19, which was identified as a global pandemic by the
World Health Organization in 2020, resulted in governmental authorities imposing
restrictions on travel and the temporary closure of many corporate offices,
retail stores, restaurants, healthcare facilities, fitness clubs and
manufacturing facilities and factories in affected jurisdictions. While several
countries, as well as certain states in the United States, have lifted or
reduced certain travel restrictions, business closures and other quarantine
measures and recurring COVID-19 outbreaks have led to the re-introduction of
such restrictions in certain states in the United States and globally and could
continue to lead to the re-introduction of such restrictions elsewhere. In early
2021, COVID-19 vaccines started to be administered to high-risk adults and
essential workers across the United States and eligibility to receive the
vaccine has since expanded to all adults and children of certain ages. Although
we believe the number of vaccinated adults and children in the United States is
promising for continued reductions of travel restrictions and other quarantine
measures, we are unable to predict the duration of business and supply chain
disruptions, the extent to which COVID-19 will continue to affect our portfolio
companies' operating results or the impact COVID-19 may have on our results of
operations and financial condition.

We and GC Advisors continue to monitor the rapidly evolving situation relating
to the COVID-19 pandemic and guidance from U.S. and international authorities,
including federal, state and local public health authorities and future
recommendations from such authorities may further impact our business operations
and financial results. Due to the resurgence of COVID-19 and the threat of new
variants of COVID-19, we remain cautious and concerned about the on-going
impacts to the U.S. economy from COVID-19.

LIBOR Transition


In July 2017, the Financial Conduct Authority, or the FCA, announced its
intention to cease sustaining the London Inter-Bank Offered Rate, or LIBOR, by
the end of 2021. The FCA's intention is that, after 2021, it will no longer be
necessary for the FCA to persuade or compel banks to submit to LIBOR due to the
development of alternative benchmark rates, which the FCA suggested should be
based on transactions and not on reference rates that do not have active
underlying markets to support them. In April 2018, the New York Federal Reserve
Bank began publishing its alternative rate, the Secured Overnight Financing Rate
or SOFR. The Bank of England followed suit in April 2018 by publishing its
proposed alternative rate, the Sterling Overnight Index Average, or SONIA.

On November 30, 2020, LIBOR's administrator, the ICE Benchmark Administration
Limited, or the IBA, announced a consultation beginning in early December 2020
on its intention to cease the publication of the one-week and two-month U.S.
dollar LIBOR, or USD LIBOR, settings immediately following the LIBOR publication
on December 31, 2021, and the remaining USD LIBOR settings, including one-month
and three-month LIBOR, immediately following the LIBOR publication on June 30,
2023. On March 5, 2021, the FCA released an announcement confirming that such
LIBOR settings would cease to be provided by any administrator or no longer be
representative as of the dates specified in the IBA proposal, and confirmed that
the FCA does not expect any LIBOR settings will become unrepresentative before
such dates. The IBA closed the consultation for feedback at the end of January
2021. Concurrent with the IBA's proposal, the Federal Reserve Board, the Office
of the Comptroller of the Currency, and the Federal Deposit Insurance
Corporation released a statement that (i) encouraged banks to cease entering
into new contracts that use USD LIBOR as a reference rate as soon as practicable
and in any event by December 31, 2021, (ii) indicated that new contracts entered
into before December 31, 2021 should either utilize a reference rate other than
USD LIBOR or have robust fallback language that includes a clearly defined
alternative
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reference rate after USD LIBOR's discontinuation and (iii) explained that
extending the publication of certain USD LIBOR tenors until June 30, 2023 would
allow most legacy USD LIBOR contracts to mature before LIBOR experiences
disruptions.

As such, if LIBOR in its current form does not survive and a replacement rate is
not widely agreed upon or if a replacement rate is significantly different from
LIBOR, it could cause a disruption in the credit markets generally. Such a
disruption could also negatively impact the market value and/or transferability
of our portfolio company investments. Furthermore, disruptions related to loans
and/or other debt financing securitizations (CLOs) in the marketplace could have
a material adverse effect on the ability of GC Advisors or its affiliates to
enter into loans in the future in accordance with our investment strategy and
have a material adverse effect on us. We could also be materially and adversely
impacted to the extent GC Advisors or its affiliates are unable to successfully
implement an acceptable replacement rate in leverage utilized by us or if there
is a prolonged period of mismatch on the interest rates payable on our leverage
and our portfolio investments as a result of the continued publication of LIBOR.
A mismatch on the interest rates payable by any leverage incurred by us and the
interest rate payable on the portfolio company investments could result in a
decrease in our net investment income and distributions we are able to pay to
our stockholders.

As of January 1, 2022, USD LIBOR is available in five settings (overnight,
one-month, three-month, six-month and 12-month). The IBA has stated that it will
cease to publish all remaining USD LIBOR settings immediately following their
publication on June 30, 2023. As of January 1, 2022, all non-USD LIBOR reference
rates in all settings ceased to be published. As of December 31, 2021, Golub
Capital has amended all credit agreements to effectuate the transition to
alternate reference rates for portfolio company debt investments priced via
reference to non-USD LIBOR. In addition, Golub Capital is amending credit
agreements to include fallback language to transition the reference rate of
portfolio company debt investments priced via reference to USD LIBOR to an
alternate reference rate, such as forward-looking term SOFR, based on prevailing
market practices.

In anticipation of the discontinuation of LIBOR, we have assessed our current
debt facilities for our exposure to LIBOR. The JPM Credit Facility (as defined
in Note 7 of our consolidated financial statements) and MS Credit Facility II
(as defined in Note 7 of our consolidated financial statements) have been
amended to include fall-back language to incorporate SOFR as an alternative
reference rate, as well as foreign alternative reference rates for foreign
borrowings. The notes offered in the 2018 Debt Securitization and GCIC 2018 Debt
Securitization (as defined in Note 7 of our consolidated financial statements)
currently utilize a reference rate to three-month USD LIBOR. We may seek to
amend or refinance the Debt Securitizations prior to June 30, 2023, the
cessation date for three-month USD LIBOR. The 2024 Notes, 2026 Notes and 2027
Notes (as defined in Note 7 of our consolidated financial statements) accrue
fixed-rate interest and will not be affected by the transition to LIBOR. We
expect any new debt facilities that we enter into subsequent to December 31,
2021 will reference a benchmark interest rate other than LIBOR, such as SOFR.

RECENT DEVELOPMENTS


On February 4, 2022, our board of directors declared a quarterly distribution of
$0.30 per share, which is payable on March 29, 2022 to holders of record as of
March 4, 2022.

Consolidated operating results

In addition to our analysis for the reporting period year-to-date versus the prior period year-to-date, we present our analysis for the reporting quarter versus the immediately preceding quarter, as we believe that this comparison will provide a more meaningful picture for analysis of our business, as our results are largely influenced by market changes, not seasonal business activity.

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Consolidated operating results for the three months ended December 31, 2021,
September 30, 2021 and December 31, 2020 are as follows:

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